UNITED STATES
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): JANUARY 7, 2005
COMMISSION FILE NO.: 000-49933
NEVADA 95-4886472
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
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ITEM 8.01 OTHER EVENTS.
National Parking Systems, Inc., formerly Cascade Mountain Mining Company, Inc. (the "Company") filed a Certificate of Amendment ("Amendment") to its Articles of Incorporation with the Secretary of State of Nevada, which became effective January 7, 2005, to affect a name change, re-authorize shares, affect a reverse stock split, and reauthorize the par value of its common stock. The Amendment affected a name change of the Company to "National Parking Systems, Inc.", affected a 1:4,000 reverse stock split, re-authorized 300,000,000 shares of common stock, par value $.001 per share, and re-authorized 10,000,000 shares of preferred stock, par value $.001 per share.
The board of directors of the Company is granted the power to authorize by resolution, duly adopted from time to time, the issuance of any or all of the preferred stock in any number of classes or series within such classes and to set all terms of such preferred stock of any class or series, including, without limitation, its powers, preferences, rights, privileges, qualifications, restrictions and/or limitations. The powers, preferences, rights, privileges, qualifications, restrictions and limitations of each class or series of the preferred stock, if any, may differ from those of any and all other classes or other series at any time outstanding. Any shares of any one series of preferred stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof shall be cumulative.
The Amendment was approved by the Company's majority shareholder by a written consent to action without a meeting on December 31, 2004 ("Written Consent"). Notice of the Written Consent was given to the shareholders of the Company in an Information Statement mailed to the shareholders of the Company on or about December 8, 2004. The number of shares of the Company outstanding as of the record date of the Written Consent was 300,000,000 shares and the number of shares entitled to vote was the same. The number of shares which voted to approve the Amendment was 162,510,604 shares, which represented a majority of the issued and outstanding shares of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits:
3.1 Certificate of Amendment to the Company's Articles of Incorporation
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
National Parking Systems, Inc.
January 7, 2005
/s/ Marc Ebersole ------------------------- Marc Ebersole Chief Executive Officer |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. NAME OF CORPORATION:
Cascade Mountain Mining Company, Inc.
2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS:
The name of the Corporation is amended, to reflect a name change of the Corporation to National Parking Systems, Inc. and the First Article shall read as follows:
One: NATIONAL PARKING SYSTEMS, INC.
The capitalization of the Corporation is amended to reflect a 1:4,000 reverse stock split, and to re-authorize 300,000,000 shares of common stock, par value $.001 per share, and 10,000,000 shares of preferred stock, par value $.001 per share and the Third Article shall read as follows:
Third: Following a 1:4,000 reverse stock split, the total number of shares of stock which this Corporation is authorized to issue is Three Hundred Ten Million (310,000,000) shares, consisting of 300,000,000 shares of common stock, par value $.001 per share ("Common Stock"), and 10,000,000 shares of preferred stock, par value $.001 per share ("Preferred Stock").
The board of directors of the Corporation is hereby granted the power to authorize by resolution, duly adopted from time to time, the issuance of any or all of the Preferred Stock in any number of classes or series within such classes and to set all terms of such preferred stock of any class or series, including, without limitation, its powers, preferences, rights, privileges, qualifications, restrictions and/or limitations. The powers, preference, rights, privileges, qualifications, restrictions and limitations of each class or series of the Preferred Stock, if any, may differ from those of any and all other classes or other series at any time outstanding. Any shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof shall be cumulative.
3. THE VOTE BY WHICH THE STOCKHOLDERS HOLDING SHARES IN THE CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED IN FAVOR OF THE AMENDMENT IS: 54%
4. EFFECTIVE DATE OF FILING: 1/7/05
5. OFFICERS SIGNATURE:
/s/ Marc Ebersole ---------------------------- Marc Ebersole Chief Executive Officer |