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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2000
ZEROS & ONES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
33-26531LA 88-0241079
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(Commission File Number) (I.R.S. Employer
Identification No.)
39 EAST WALNUT STREET, PASADENA, CALIFORNIA 91103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 584-4040
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 5
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TABLE OF CONTENTS
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<S> <C>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT...................................1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS...............................1
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.........................................2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT......................2
ITEM 5. OTHER EVENTS ......................................................2
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF
NEW DIRECTORS..................................................3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS .................................4
SIGNATURES ..................................................................5
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
1
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS.
On January 27, 2000, the Company's Board of Directors unanimously
approved resolutions authorizing the Company to amend its articles of
incorporation providing for (1) the increase of the authorized shares of the
Company's common stock from 50,000,000 par value $.001 per share, to
100,000,000, par value $.001 per share, and (2) a three for one forward stock
split of the total issued and outstanding common stock of the Company, to be
effective for shareholders of record on February 8, 2000. The holders of a
majority of the Company's issued and outstanding stock will also approve the
proposed amendments to the Company's articles of incorporation by written
consent, to be effective no earlier than ten days prior to the mailing of an
Information Statement on Schedule 14C to the shareholders of the Company
notifying them of the approved amendments.
2
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ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
Not Applicable.
3
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
4
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(c) Exhibits
7.1 Proposed Amendment to the Certificate of Incorporation of
Zeros & Ones, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ZEROS & ONES, INC.
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(Registrant)
Date: January 27, 2000
/s/ Steve Schklair
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Steve Schklair, Chief Executive Officer
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EXHIBIT 7.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ZEROS & ONES, INC.
Zeros & Ones, Inc., a Nevada corporation (the "Corporation"), does
hereby certify that:
1. Article Three of the Corporation's Articles of Incorporation, as
amended, is hereby restated to be as follows:
The Corporation is authorized to issue two classes of shares. One
class of shares shall be designated as common stock, par value $.001 per
share and the total number of common shares which this Corporation is
authorized to issue is 100,000,000. The other class of shares shall be
designated as preferred stock, par value $.001 per share, and the total number
of preferred shares which this Corporation is authorized to issue is
2,000,000. The holders of the preferred stock shall have such rights,
preferences and privileges as may be determined by the Corporation's Board of
Directors prior to the issuance of such shares. The preferred stock may be
issued in such series as are designated by this Corporation's Board of
Directors, and the Board of Directors may fix the number of authorized shares
of preferred stock for each series, and the rights, preferences and
privileges for each series of preferred stock.
2. Effective on February 25, 2000 for shareholders of record on
February 8, 2000 (the "Record Date"), there shall be outstanding three shares
of the Corporation's common stock, par value $.001 per share, for every one
share of the Corporation's common stock issued and outstanding on the Record
Date, in order to effect a three for one forward stock split of the issued
and outstanding shares of common stock of the Corporation.
3. The foregoing amendment has been duly authorized and approved by the
Board of Directors of the Corporation.
4. The foregoing amendment has been duly adopted and approved by the
written consent of the stockholders holding no less than a majority of the
Corporation's outstanding stock entitled to vote thereon.
Dated: February 8, 2000 ZEROS & ONES, INC.
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Steve Schklair, Chief Executive
Officer
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Steve Schklair, Secretary
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STATE OF CALIFORNIA }
} SS.
COUNTY OF LOS ANGELES }
On February____, 2000, before me, __________________, a notary public in
and for said state, personally appeared Steve Schklair, proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in
his authorized capacities, and that by his signature on the instrument the
entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature
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