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: August 25, 1999
DYNAMIC I-T, INC.
(Exact name of registrant as specified in its charter)
COLORADO GOLD & SILVER, INC.
(Former Name of Corporation)
Colorado 0-12139 82-0379959
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
None.
Item 5. Other Events
The Corporation has amended its Articles of Incorporation as
follows:
It effected the reverse split (pro-rata reduction of
outstanding shares) of the issued and outstanding common
shares of the Company, at the ratio of one new share of common
stock for 100 each shares of common stock now issued and
outstanding and to amend the Articles of Incorporation to
reflect the reverse split. No shareholder will be reduced
below ten shares of common stock. The effective date is August
23, 1999.
The name of the Company was changed to Dynamic I-T, Inc.
Amendments to Articles of Incorporation amended the stated
purpose of the corporation to: The corporation shall be
authorized to engage in any lawful business in the State of
Colorado and in the United States of America.
The Articles of Incorporation were amended regarding number of
directors to: The number of directors of the corporation shall
be not less than three nor more than nine, and the number
shall be determined by the Board of Directors from time to
time by amendment to the Bylaws of the corporation.
Item 6. Resignation and Appointment of Directors
None.
Item 7. Financial Statements Pro Forma Financial & Exhibits
A. None
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B. Exhibits
Amendment to Articles of Incorporation dated August
14, 1999.
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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 thereunto duly authorized.
Date: August 27, 1999
COLORADO GOLD & SILVER, INC.
/s/ M. Coke Reeves
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President
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
COLORADO GOLD & SILVER, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation has adopted the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of the Corporation is Colorado Gold & Silver, Inc.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended, as follows:
a) Article First is hereby amended to read:
The name of the corporation is hereby changed and the
new name is: DYNAMIC I-T, INC.
b) Article Third is hereby amended to read:
The Corporation shall be authorized to engage in any
lawful business in the State of Colorado and the United States
of America.
c) Article Fourth "Common Stock" is hereby amended as follows:
A reverse stock split in the ratio of 1-for-100 is hereby effected, by
the addition of the following provision to the end of Article IV thereof:
"Reverse Stock Split" On August 23, 1999 (the "Effective Date"), each
share of the Corporation's Common Stock, no par value, issued and outstanding
immediately prior to the Effective Date (the "Old Common Stock") shall
automatically and without any action on the part of the holder thereof be
reclassified as and changed, pursuant to a reverse stock split (the "Reverse
Stock Split"), into a fraction thereof of 1/100 of a share of the corporation's
outstanding Common Stock, no par value (the "New Common Stock"), subject to the
treatment of fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective Date
represented outstanding shares of Old Common Stock (the "Old Certificates,"
whether one or more) representing the number of whole shares of the New Common
Stock into which and for which the shares of the Old Common Stock formerly
represented by such Old certificates so surrendered are reclassified under the
terms hereof. From and after the Effective Date, Old Certificates shall
represent only the right to receive New Certificates pursuant to the provisions
hereof. No certificates or scrip representing fractional share interests in New
Common Stock will be issued, and no such fractional share interest will entitle
the holder thereof to vote, or to any rights of a shareholder of the
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Corporation. Any fraction of a share of New Common Stock to which the holder
would otherwise be entitled will be adjusted upward to the nearest whole share.
If more than one Old Certificate shall be surrendered at one time for the
account of the same Shareholder, the number of full shares of New Common Stock
for which New Certificates shall be issued shall be computed on the basis of the
aggregate number of shares represented by the Old Certificates so surrendered.
If after the effectuation of the reverse split, any certificate holder will hold
less than ten shares, then such certificate holder shall be automatically
rounded up to ten whole shares. In the event that the Corporation's Transfer
Agent determines that a holder of Old Certificates has not tendered all his
certificates for exchange, the Transfer Agent shall carry forward any fractional
share until all certificates of the holder have been presented for exchange such
that payment for fractional shares to any one person shall not exceed the values
of one share. If any New Certificates is to be issued in a name other than that
in which the Old Certificates surrendered for exchange are issued, the Old
Certificates so surrendered shall be properly endorsed and otherwise in proper
form for transfer. From and after the Effective Date, the amount of capital
represented by the shares of the New Common Stock into which and for which the
shares of the Old Common Stock are reclassified under the terms hereof shall be
the same as the amount of capital represented by the shares of Old Common Stock
so reclassified, until thereafter reduced of increased in accordance with
applicable law.
d) Article Ninth is hereby amended to read:
The number of directors of the corporation shall not be less
than three nor more than nine, and the number of directors shall be
determined by the Board of Directors from time to time by amendment to
the Bylaws of the Corporation.
THIRD: By written informal action, unanimously taken by the Board of
Directors of the Corporation effective July 20, 1999, pursuant to and in
accordance with Sections 7-108-202 and 7-110-103 of the Colorado Business
Corporation Act, the Board of Directors of the Corporation duly adopted and
recommended the amendments described above to the Corporation's shareholders for
their approval.
FOURTH: Notice having been properly given to the shareholders in
accordance with Sections 7-107-105 and 7-110-103, at a meeting of shareholders
held on August 3, 1999, the number of votes cast for the amendment by the
shareholders entitled to vote on the amendment was sufficient for approval by
the shareholders.
IN WITNESS WHEREOF, COLORADO GOLD & SILVER, INC., has caused these
presents to be signed in its name and on its behalf by Coke Reeves, its
President, and its corporate seal to be hereunder affixed and attested by Rose
Reeves, its Secretary, on the 14th day of August, 1999, and its President
acknowledges that these articles of Amendment are the act and deed of Colorado
Gold & Silver, Inc. and, under the penalties of perjury, that the matters and
facts set forth herein with respect to authorization and approval are true in
all material respects to the best of his knowledge, information and belief.
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ATTEST: COLORADO GOLD & SILVER, INC.
By: /s/ M. Coke Reeves By: /s/ Rose Reeves
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Coke Reeves, President Rose Reeves, Secretary
