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| GROV > SEC Filings for GROV > Form 8-K on 20-Sep-2012 | All Recent SEC Filings |
20-Sep-2012
Material Modification to Rights of Security Holders, Amendments to Ar
On September 17, 2012, our board of directors resolved to decrease the number of authorized shares of our common stock, par value $0.001, from 450,000,000 to 50,000,000. Correspondingly, our board of directors affirmed a reverse split of one for five in which each shareholder will be issued one common share in exchange for five common shares of their currently issued common stock. Under the Nevada law, shareholder approval was not required.
A proposed effective date of September 28, 2012 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 reverse split we had a total of 321,000,000 issued and outstanding shares of common stock, par value $0.001. On the effective date of the reverse split, we will have a total of 64,200,000 issued and outstanding shares of common stock, par value $0.001. New stock certificates will be issued upon surrender of the shareholders' old certificates.
A copy of the Certificate of Change that was filed with the Nevada Secretary of State on September 17, 2012 is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
In connection with the reverse split, we have the following new CUSIP number:
399807205. We have submitted the required information to FINRA and expect
approval in the coming weeks. Once effective, we expect that our common stock
will be quoted under the symbol "GROVD" for a period of 20 trading days. After
20 trading days, our common stock will resume trading under the symbol "GROV."
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
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