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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report: January 6, 2000
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NAVARONE, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 1-14903 13-4051167
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
c/o Salem Krieger, 228 E. 85th Street, New York, NY 10028
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(Address of Principal Executive Offices)
Registrant's telephone number: (212) 439-6268
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Former name or address, if changed since last report: Not applicable
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Item 5. Other Events
Effective January 5, 2000, the Board of Directors of Navarone, Inc. (the
"Registrant") authorized the effectuation of a ten-for-one forward stock split
of its shares of common stock, par value $.001 per share, with the result that
instead of having 1,038,500 shares outstanding, it now has 10,385,000 shares
outstanding. As no fractional shares have been issued, no provision has been
made for fractional shares. Each share held of record as of the Record Date,
January 5, 2000, shall automatically be increased to ten shares of the same
class. The Board has instructed the Company's officers to take all actions
necessary to effectuate this ten-for-one forward stock split, including the
issuance of additional stock certificates to all shareholders of record as of
the Record Date. Filed herewith as an exhibit to this Form 8-K is a copy of the
Unanimous Consent in Lieu of Meeting of the Board of Directors, authorizing the
ten-for-one foward stock split.
SIGNATURES
Pursuant to the requirements of the Securities Exhange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NAVARONE, INC.
Date: January 6, 2000 By: s/ Salem Krieger
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Salem Krieger, President
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UNANIMOUS CONSENT IN LIEU OF MEETING
OF THE BOARD OF DIRECTORS
OF NAVARONE, INC.
The undersigned, constituting all of the members of the board of
directors (the "Board") of Navarone, Inc. (the "Company"), hereby consent
unanimously to the following corporate action:
WHEREAS, the Company is desirous of obtaining a listing for its
securities on the NASD Electronic Bulletin Board, and in order to further the
Company's efforts in this regard, the Board has decided and agreed that
increasing the number of its shares of common stock outstanding will be
advantageous from a business perspective. Therefore, be it
RESOLVED, that effective January 5, 2000, the Company shall immediately
effectuate a ten-for-one forward stock split of its shares of common stock, with
the result that each and every share of common stock issued of record as of
January 5, 2000 (the "Record Date") shall hereinafter constitute ten shares of
the same class of common stock, par value $.001. There being no issue of
fractional shares, the Board believes it is not necessary to make provision for
fractional share issuances. The Comany's officers are hereby authorized and
directed to take all action necessary to effectuate the ten-for-one forward
stock split, including the following:
1. Issuance of additional stock certificates to all stockholders of
record as of the Record Date, to reflect their increased share ownership;
2. Preparation and filing of a Current Report on Form 8-K with the
Securities and Exchange Commission, reflecting this ten-for-one forward stock
split;
3. Updating the shareholder ledger to reflect the new totals of
shares owned by all shareholders of record as of the Record Date; and
4. All such other actions as the officers shall deem necessary or
expedient in order to carry out this Resolution of the Board.
Dated: Brooklyn, New York
January 5, 2000
s/ Salem Krieger
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SALEM KRIEGER
s/ Peter Bernal
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PETER BERNAL
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UNANIMOUS CONSENT IN LIEU OF MEETING
OF THE BOARD OF DIRECTORS
OF NAVARONE, INC.
The undersigned, constituting all of the members of the board of
directors (the "Board") of Navarone, Inc. (the "Company"), hereby consent
unanimously to the following corporate action:
WHEREAS, the Company is desirous of obtaining a listing for its
securities on the NASD Electronic Bulletin Board, and in order to further the
Company's efforts in this regard, the Board has decided and agreed that
increasing the number of its shares of common stock outstanding will be
advantageous from a business perspective. Therefore, be it
RESOLVED, that effective January 5, 2000, the Company shall immediately
effectuate a ten-for-one forward stock split of its shares of common stock, with
the result that each and every share of common stock issued of record as of
January 5, 2000 (the "Record Date") shall hereinafter constitute ten shares of
the same class of common stock, par value $.001. There being no issue of
fractional shares, the Board believes it is not necessary to make provision for
fractional share issuances. The Comany's officers are hereby authorized and
directed to take all action necessary to effectuate the ten-for-one forward
stock split, including the following:
1. Issuance of additional stock certificates to all stockholders of
record as of the Record Date, to reflect their increased share ownership;
2. Preparation and filing of a Current Report on Form 8-K with the
Securities and Exchange Commission, reflecting this ten-for-one forward stock
split;
3. Updating the shareholder ledger to reflect the new totals of
shares owned by all shareholders of record as of the Record Date; and
4. All such other actions as the officers shall deem necessary or
expedient in order to carry out this Resolution of the Board.
Dated: Brooklyn, New York
January 5, 2000
s/ Salem Krieger
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SALEM KRIEGER
s/ Peter Bernal
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PETER BERNAL
