-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NsU3+yYLtIIfBkNyZlbtqvNIGhVxC68Q2bq9z/PC81Y1lmoQcrREKpaiakO6t991 /QkH+1HbX3b/ygL0aVJ94A== 0000949353-02-000488.txt : 20021126 0000949353-02-000488.hdr.sgml : 20021126 20021126125206 ACCESSION NUMBER: 0000949353-02-000488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021119 ITEM INFORMATION: Other events FILED AS OF DATE: 20021126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: I TRACK INC CENTRAL INDEX KEY: 0001125280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 911966948 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-49388 FILM NUMBER: 02840539 BUSINESS ADDRESS: STREET 1: 44990 HEYDRENREICH CITY: CLINTON TOWNSHIP STATE: MI ZIP: 48038 BUSINESS PHONE: 5198692677 MAIL ADDRESS: STREET 1: 44990 HEYDRENREICH CITY: CLINTON TOWNSHIP STATE: MI ZIP: 48038 8-K 1 f8k-111902.txt FORM 8-K 11-19-02 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) NOVEMBER 19, 2002 I-TRACK, INC. (Exact name of registrant as specified in its charter) NEVADA 333-49388 91-1966948 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 3031 COMMERCE DRIVE, BUILDING B, FORT GRATIOT, MICHIGAN 48058 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (810)469-3500 (NOT APPLICABLE) (Former name or former address, if changed since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not Applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not Applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not Applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not Applicable. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On November 19, 2002, the board of directors of the registrant approved a 1-for-20 reverse stock split of its common stock. The reverse stock split is to be implemented upon the close of business on November 30, 2002. At that time, each 20 shares of common stock existing prior thereto shall be converted into one share of common stock. In lieu of fractional shares, the registrant shall issue an additional fraction of a share as is necessary to increase the fractional share to a full share. The registrant will not be requiring a mandatory exchange of stock certificates by its shareholders. Prior to the reverse split, 23,696,900 shares are issued and outstanding. After the reverse split, 1,184,845 shares will be outstanding, without giving effect to any rounding. The registrant also reduced the number of authorized shares of common stock from 50,000,000 to 2,500,000. The new CUSIP number for the post-reverse split common stock is 45069W 30 0. The new trading symbol for the post-reverse split common stock is ITCK. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not Applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired: Not applicable (b) Pro forma financial information: Not applicable. 2 (c) Exhibits: REGULATION S-B NUMBER DOCUMENT 3.1 Certificate of Change Pursuant to NRS 78.209 ITEM 8. CHANGE IN FISCAL YEAR Not Applicable. ITEM 9. REGULATION FD DISCLOSURE Not Applicable. 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 hereunto duly authorized. I-TRACK, INC. Date: November 26, 2002 By: /s/ PETER W. FISHER -------------------- --------------------------------------- Peter W. Fisher, Chairman 3 EX-3 3 exh3-1_certchange.txt EX. 3-1 CERT OF CHANGE EXHIBIT 3.1 CERTIFICATE OF CHANGE PURSUANT TO NRS 78.209 FILED #C 5404-99 Nov 22 2002 IN THE OFFICE OF DEAN HELLER SECRETARY OF STATE I-TRACK, INC. CERTIFICATE OF CHANGE PURSUANT TO NRS 78.209 Pursuant to the requirements of Section 78.209 of the Nevada Revised Statutes, i-Track, Inc. hereby certifies as follows: 1. Before the change (a 20-to-1 reverse stock split), i-Track, Inc. has authorized 50,000,000 shares of common stock, par value $0.001 per share. 2. After the change, i-Track, Inc. will have authorized 2,500,000 shares of common stock, par value $0.001 per share. 3. Before the change, i-Track, Inc. has 23,696,900 shares of common stock issued and outstanding. After the change, there will be 1,184,845 shares of common stock issued and outstanding, without giving effect to the rounding to whole shares described in paragraph 4 below. 4. In lieu of any fractional shares created by the change, i-Track, Inc. will issue an additional fraction of a share as is necessary to increase the fractional share to a full share. 5. No approval of the stockholders is required by Section 78.207 of the Nevada Revised Statutes. 6. This change shall become effective upon the close of business on November 30, 2002. I-TRACK, INC. By: /s/ PETER W. FISHER --------------------------------------- Peter W. Fisher Chairman and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----