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): April 27, 2011
(Exact name of registrant as specified in its charter)
| NV | 333-148190 | 26-0884348 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| PO Box 778205, Henderson, Nevada | 89077 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (702) 349-5750
|
Mojo Shopping, Inc. (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 3 – Securities And Trading Markets
ITEM 3.03 Material Modification of Rights of Security Holders
On April 27, 2011, our board of directors and majority shareholder approved a forward split of 25 to one in which each shareholder will be issued 25 common shares in exchange for each one common share of their currently issued common stock. A record date of May 9, 2011 was established in order to provide FINRA ten days notice pursuant to Rule 10b-17 of the Securities and Exchange Act of 1934, as amended. Prior to approval of the forward split we had a total of 4,520,000 issued and outstanding shares of common stock, par value $0.001. On the effective date of the forward split, we will have a total of 113,000,000 issued and outstanding shares of common stock, par value $0.001. New stock certificates will be issued upon surrender of the shareholders’ old certificates.
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On April 28, 2011, we filed a Certificate of Amendment with the Delaware Secretary of State. As a result of the Certificate of Amendment, we have: (i) changed our name to “Mojo Ventures, Inc.;” and, (ii) increased the aggregate number of authorized shares to 200,000,000 shares, consisting of 190,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1.
In connection with the forward split and name change, we have the following new CUSIP number: 60841B102. We have submitted the required information to FINRA and received an effective date of May 9, 2011 for the corporate action. Once effective, we expect that our common stock will be quoted under the symbol “MOJOD” for a period of 20 trading days. After 20 trading days, our commons stock will resume trading under the symbol “MOJO.”
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to Articles of Incorporation |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Mojo Shopping, Inc.
/s/Ivona Janieszewski
Ivona Janieszewski
Chief Executive
Officer
Date: May 4, 2011
| 3 |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST : That at a meeting of the Board of Directors of Mojo Shopping, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Articles thereof numbered "I and IV, A" so that, as amended, said Articles shall be and read as follows:
ARTICLE I
The name of the Corporation is MOJO Ventures, Inc. (the “Corporation”).
ARTICLE IV
CAPITAL STOCK
A. CLASSES OF STOCK.
The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 200,000,000 shares. 190,000,000 shares shall be Common Stock, each having a par value of $0.001. 10,000,000 shares shall be Preferred Stock, each having a par value of $0.001.
SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 27 th day of April, 2011.
By: /s/ Ivona Janieszewski
Title: President
Name: Ivona Janieszewski