SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 6, 2003
Commission File Number: 000-28107
INCITATIONS, INC.
(Name of small business issuer in its charter)
NEVADA 88-9399260
---------------------------- -----------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or
organization)
800 North Rainbow Blvd. Suite 308 Las Vegas, Nevada, 89107
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(Address of principal administrative (City, State, Zip Code)
offices)
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Item 1. CHANGE IN CONTROL OF REGISTRANT
On April 22, 2003, Betty North purchased a majority of the issued and outstanding shares of the registrant. The table set forth below reflects the ownership of each owner of more than 5% of the issued and outstanding shares, as well as the ownership of all directors.
NAME AND OFFICE TOTAL PERCENT ADDRESS OF SHARES OWNERSHIP BENEFICIAL OWNER Betty North Sec. 25,179,050 92% 4 Princess Street Orangeville, Ontario Canada L9W 3V5 ------------------------------------------------------------------------ All Officers and 25,179,050 92% Directors as a Total (5) |
ITEM 5. Other Events
Name Change:
The Shareholders of the registrant have voted to change the corporation's name to OSPREY GOLD CORP. A copy of the amended articles of incorporation, filed with the Secretary of State of Nevada, is attached to this filing as Exhibit 3.1(a) The new address for the registrant is 800 North Rainbow Blvd. Suite 308 Las Vegas, Nevada, 89107; Phone number: (702) 948-5000.
The registrant made an application to the NASD for a symbol change as a result of the change of its name. The NASD has been requested to assign a new symbol which will be assigned on May 16, 2003. Trading under the new name and symbol will be effective on Monday, May 19, 2003.
Reverse of all Outstanding Shares:
A majority of the shareholders of the registrant, pursuant to the recommendation of the Board of Directors, voted for a reverse split of the company's common shares. All shares held as of May 16, 2003 will be subject to the reversal. As a result of the amendment to the company's articles of incorporation, each fifty (50) shares held by a shareholder on May 16, 2003 will be exchanged for one (1) share of the company's common stock. In all other respects, the registrant's capitalization will remain unchanged. A copy of the Amendment is attached as Exhibit 3.1(b).
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On April 23, 2003, the current directors of the registrant resigned, pursuant to the sale of a majority of the issued and outstanding shares by the majority shareholders. Those directors resigning were;
Dominique M. Bellemare
Christelle Morrison
Yvan Guillemin
Appointed as new directors to serve until the next regular meeting of the shareholders, or until resignation are:
Douglas Budden.............................President/Director
Mr. Budden serves as VP of Condor Gold Corporation, a Canadian gold exploration and mining company. He brings to the company many years of experience in administration and management of small to mid-sized exploration companies in northern Ontario, Canada.
Gerald Colborne, B.Sc., M.Sc., P.Eng...........Director
Mr. Colborne is a director of Condor Gold Corporation. He is a registered professional engineer with many years of experience. He has held various governmental positions in Canada, including serving as Deputy Minister of the Saskatchewan Department of Industry and Commerce. In the private sector, he has held the positions of Director of the Royal Bank's Mining Industry Department and V.P. of the Mineral Resources Division of Abitibi Price. He as also acted as a consultant with assignments for the United Nations. During his career he has spent much time working and consulting throughout the world.
Gerald E. Baird................................Director
Mr. Baird has been in the construction business since 1962. At the present time, his son is operating the family construction business. Mr. Baird is semi-retired and will be advising the company on all construction matters.
Peter Howe.....................................Director
Mr. Howe is a mining engineer who graduated with a B.Sc. from Imperial College, and an A.R.S.M. at the Royal School of Mines, London, England in 1949. He attended schools in England and Australia. He is a registered professional engineer of Ontario, Canada, and a Fellow of the Canadian and Australian Mining and Metallurgical Societies. During his career as a consultant, Mr. Howe was in charge of exploration for several mines in Canada, England and Australia, as well as Indonesia. Mr. Howe has served as an officer and director of several mining companies during his career.
Index to Exhibits
Exhibit 3.1(a) Amended Articles of Incorporation for name change. Exhibit 3.1(b) Amended Articles of Incorporation for reverse.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto
duly authorized.
Incitations, Inc.
May 14, 2003 By: /s/ Betty North
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Betty North, Sec.
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AMENDED ARTICLES OF INCORPORATION
OF
INCITATIONS, INC.
(File Number C5208-95)
A NEVADA CORPORATION
Pursuant to the provisions of the Nevada Revised Statutes, the undersigned Corporation adopts these Articles of Amendment to its Articles of Incorporation:
FIRST: ARTICLE I of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article I substituted therefore as if it had been part of the original Articles of Incorporation:
ARTICLE I
ARTICLE I: The name of the corporation is:
OSPREY GOLD CORP.
SECOND: ARTICLE IV of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article IV substituted therefore as if it had been part of the original Articles of Incorporation:
ARTICLE IV
ARTICLE IV: Authorized Shares: The total number of shares of capital stock which the Corporation has the authority to issue is three hundred twenty million (320,000,000). The total number of shares of common stock which the Corporation is authorized to issue is three hundred million (300,000,000) and the par value of each share of such common stock is two-hundredths of one cent ($.0002) for an aggregate par value of sixty thousand dollars ($60,000). The total number of shares of preferred stock which the Corporation is authorized to issue is twenty million (20,000,000) and the par value of each share of such preferred stock is two-hundredth of one cent ($.0002) for an aggregate par value of four thousand dollars ($4,000).
THIRD: The date of adoption of this Amendment by the shareholders of this corporation is and shall become effective upon filing with the Secretary of State of Nevada.
FOURTH: This Amendment to the Articles of Incorporation of the Corporation, has been duly adopted in accordance with the provisions of Section 78.390 and Section 78.320, Sub. 2 and 3 of the Nevada Revised Statutes. The number of shares outstanding at the time of adoption of this Amendment was 27,142,325; 93% of the shares entitled to vote executed a Statement of Consent to Action by the Shareholders of the Company, which was sufficient for passage of the Amendment.
IN WITNESS WHEREOF the undersigned, the President and Secretary of the Corporation, have executed this Amendment to the Articles of Incorporation this 23rd day of April, 2003.
/s/ Betty North ----------------- Betty North, Secretary/Director |
AMENDED ARTICLES OF INCORPORATION
OF
OSPREY GOLD CORP.
(File Number C5208-95)
A NEVADA CORPORATION
Pursuant to the provisions of the Nevada Revised Statutes, the undersigned Corporation adopts these Articles of Amendment to its Articles of Incorporation:
FIRST: ARTICLE IV of the Articles of Incorporation as now filed is stricken in its entirety, and the following Article IV is substituted therefore as if it had been part of the original Articles of Incorporation:
ARTICLE IV
ARTICLE IV: Each FIFTY (50) shares of previously authorized common stock of the corporation, par value $.001 per share, issued and outstanding immediately prior to the time of the filing and recording of these Amended Articles of Incorporation (the "Amendment") with the Office of the Secretary of State of the State of Nevada shall thereby and thereupon automatically be combined without any further action into ONE (1) validly issued, fully paid and non assessable share of common stock of the corporation, par value $.001 per share. Each holder of record of a certificate for FIFTY (50) or more shares of common stock of the corporation as of the close of business day on May 16, 2003, shall be entitled to receive, as soon as practicable, and upon surrender of such certificate, a certificate or certificates representing ONE (1) share of common stock for each FIFTY (50) shares of common stock represented by the certificate of such holder, with the next higher number of shares being issued in lieu of fractional shares. Further, every right, option and warrant to acquire ONE (1) share of common stock of the corporation, outstanding immediately prior to the time of filing and recording of this Amendment in the Office of the Secretary of State of the State of Nevada, shall thereby and thereupon automatically be converted without any further action into the right to acquire ONE/FIFTEITH (1/50) of a share of common stock of the corporation, upon the terms of the right, option or warrant, except that the purchase price of the common stock, upon exercising the right, option or warrant, shall be proportionately increased. The corporation shall not issue fractional shares with respect to the combination or conversion. To the extent that a shareholder holds a number of shares of common stock immediately after the filing and recording of the Amendment that is not a whole number, such shareholder shall receive the additional fraction of a share to provide the shareholder a whole share. The number of shares the corporation shall have authority to issue is three hundred twenty million (320,000,000) shares. Of such shares, three hundred million (300,000,000) shares, with a par value of $.0002, shall be common shares. Twenty million (20,000,000) shares, with a par value of $.0002, shall be preferred shares. The voting powers, designations, preferences and relative participating optional and other rights, if any, and the qualifications, limitations or restrictions, if any, of the preferred stock in one or more series, shall be fixed by one or more resolutions providing for the issuance of such stock adopted by the corporation's Board of Directors in accordance with the provisions of NRS 78.195;
SECOND: The date of adoption of this Amendment by the shareholders of this corporation is and shall become effective upon filing with the Secretary of State of Nevada.
THIRD: This Amendment to the Articles of Incorporation of the Corporation, has been duly adopted in accordance with the provisions of Section 78.390 and Section 78.320, Sub. 2 and 3 of the Nevada Revised Statutes. The number of shares outstanding at the time of adoption of this Amendment was 27,142,325; 93% of the shares entitled to vote executed a Statement of Consent to Action by the Shareholders of the Company, which was sufficient for passage of the Amendment.
IN WITNESS WHEREOF the undersigned, the President and Secretary of the Corporation, have executed this Amendment to the Articles of Incorporation this 5 day of May, 2003.
OSPREY GOLD CORP.
/s/ Betty North Betty North, Secretary |