-----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, DHlCpmvtmT6SbwUMH7Z8qjw4qsfvpyWpFY3c2/2M4qOh0vypIkK6OmYEMlfWCGRc XvCJGxdeLCOprjRF3y1iTg== 0001062993-07-004303.txt : 20071101 0001062993-07-004303.hdr.sgml : 20071101 20071101164930 ACCESSION NUMBER: 0001062993-07-004303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071026 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTGEN BIOSCIENCE INC. CENTRAL INDEX KEY: 0001343465 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51935 FILM NUMBER: 071207495 BUSINESS ADDRESS: STREET 1: SUITE 3.19 MLS BUSINESS CENTRE STREET 2: 130 SHAFTESBURY AVENUE CITY: LONDON STATE: X0 ZIP: W1D 5EU BUSINESS PHONE: 44(0)20 7031-1189 MAIL ADDRESS: STREET 1: SUITE 3.19 MLS BUSINESS CENTRE STREET 2: 130 SHAFTESBURY AVENUE CITY: LONDON STATE: X0 ZIP: W1D 5EU FORMER COMPANY: FORMER CONFORMED NAME: INFRABLUE (US) INC. DATE OF NAME CHANGE: 20051103 8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Nextgen Bioscience Inc. - Form 8-K

UNITED STATES
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

October 26, 2007
Date of Report (Date of earliest event reported)

NEXTGEN BIOSCIENCE INC.
(Exact name of registrant as specified in its charter)

Nevada 000-51935 Not Applicable
(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) No.)

Suite 3.19, 130 Shaftesbury Avenue,  
London, England W1D 5EU
(Address of principal executive offices) (Zip Code)

+ 44 (0) 20 7031 1189
(Registrant's telephone number, including area code)

INFRABLUE (US) INC.
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Name Change

Effective October 26, 2007, Infrablue (US) Inc. (“we” or the “Company”), a Nevada corporation, merged with its wholly-owned subsidiary, NextGen Bioscience Inc., a company incorporated pursuant to the laws of the State of Nevada, pursuant to Articles of Merger filed by the Company with the Nevada Secretary of State, to effect a name change of the Company to “NextGen Bioscience Inc.” to reflect a proposed change in our principal business to a company focused in the biotechnology industry, as disclosed in our Current Report on Form 8-K filed October 17, 2007 with the Securities and Exchange Commission. The merger was in the form of a parent/subsidiary merger, with the Company as the surviving corporation. Pursuant to the Nevada Revised Statutes, shareholder approval of the merger was not required. Upon completion of the merger, the Company’s name was changed from “InfraBlue (US) Inc.” to “NextGen Bioscience Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change.

In connection with this name change to NextGen Bioscience Inc., as of October 29, 2007, the Company has the following new CUSIP number and trading symbol:

New CUSIP Number: 65338N 105
New Trading Symbol: NXGB

Forward Stock Split

Effective October 26, 2007 and with a distribution date of October 30, 2007, the Company increased its authorized and issued and outstanding share capital on a four (4) new shares for one (1) old share basis (the “Forward Stock Split”).

As a result, our authorized common stock capital was increased from 100,000,000 shares to 400,000,000 shares of common stock and our issued and outstanding common stock was increased from 28,724,392 shares to 114,897,568 shares of common stock. The par value of our shares of common stock of $0.001 per share was not affected. We have filed a Certificate of Change to our Articles of Incorporation with the Nevada Secretary of State to reflect the Forward Stock Split.

New share certificates representing the post-split shares will be mailed to our registered shareholders on or about November 1, 2007.

The Company is ascribing no monetary value to the Forward Stock Split. Accordingly, there should be no tax payable by Canadian or U.S. shareholders as a result of the Forward Stock Split. However, shareholders are advised to contact their own tax advisors.

Investors are cautioned that trading in the securities of the Company should be considered highly speculative. No exchange, over-the-counter market or regulatory authority has in any way passed upon the merits of the Forward Stock Split or has either approved or disapproved of the contents of this Current Report.


- 2 -

Item 9.01          Financial Statements and Exhibits

(a)          Financial Statements of Business Acquired.

Not applicable.

(b)          Pro forma Financial Information.

Not applicable.

(c)          Shell Company Transaction.

Not applicable.

(d)          Exhibits.

Exhibit   Description
     
3.1   Articles of Merger
     
3.2   Certificate of Change


- 3 -

SIGNATURES

Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NEXTGEN BIOSCIENCE INC.
     
    /s/ Mitchell Johnson
     
Date: October 31, 2007 By:
    Mitchell Johnson
    President and Chief Executive Officer


EX-3.1 2 exhibit3-1.htm ARTICLES OF MERGER Filed by Automated Filing Services Inc. (604) 609-0244 - Nextgen Bioscience Inc. - Exhibit 3.1

EXHIBIT 3.1

ROSS MILLER Filed in the office of Document Number
Secretary of State   20070716687-24
204 North Carson Street, Ste 1 /s/ Ross Miller Filing Date and Time
Carson City, Nevada 89701-4299 Ross Miller 10/19/2007 4:02 PM
(775) 684 5708 Secretary of State Entity Number
Website: secretaryofstate.biz State of Nevada E0184562005-6

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))

1)

Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box [   ] and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity.


NEXTGEN BIOSCIENCE INC.  
Name of merging entity  
   
NEVADA CORPORATION
Jurisdiction Entity type *
   
Name of merging entity  
   
Jurisdiction Entity type *
   
Name of merging entity  
   
Jurisdiction Entity type *
   
Name of merging entity  
   
Jurisdiction Entity type *
   
and,  
   
INFRABLUE (US) INC.  
Name of surviving entity  
   
NEVADA CORPORATION
Jurisdiction Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 1 2007
  Revised on: 01/01/07


ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

2)

Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):

Attn:

c/o:

3)

(Choose one)


[    ]

The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

   

[X]

The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).


4)

Owner’s approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box [   ] and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):

     
(a)

Owner’s approval was not required from

     
    NEXTGEN BIOSCIENCE INC.

Name of merging entity, if applicable

     

Name of merging entity, if applicable

     

Name of merging entity, if applicable

     

Name of merging entity, if applicable

     

and, or;

     

INFRABLUE (US) INC.

Name of surviving entity, if applicable


This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 2 2007
  Revised on: 01/01/07


ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

  (b)

The plan was approved by the required consent of the owners of *:

     
 

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

     
 

Name of surviving entity, if applicable

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 3 2007
  Revised on: 01/01/07


ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

  (c)

Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

     
 

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

     
 

Name of merging entity, if applicable

     
 

Name of merging entity, if applicable

     
 

Name of merging entity, if applicable

     
 

Name of merging entity, if applicable

     
 

and, or;

     
 

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 3 2007
  Revised on: 01/01/07


ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
   
  The first article of the articles of the surviving entity is hereby amended to read as follows:
   
  “1. Name of Corporation NEXTGEN BIOSCIENCE INC.”
   
6) Location of Plan of Merger (check a or b):

  [   ] (a) The entire plan of merger is attached;
     
  or,
     

[X]

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited- liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).


7)

Effective date (optional)**: 10/26/07

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated”, accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent – Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 5 2007
  Revised on: 01/01/07


ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

8)

Signatures – Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box [   ] and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):

   

NEXTGEN BIOSCIENCE INC.

Name of merging entity


 X /s/ Mitchell Johnson   President    
 Signature   Title   Date
         
Name of merging entity        
         
 X        
 Signature   Title   Date
         
Name of merging entity        
         
 X        
 Signature   Title   Date
         
Name of merging entity        
         
 X        
 Signature   Title   Date
         
INFRABLUE (US) INC.        
Name of surviving entity        
         
 X /s/ Mitchell Johnson   President    
 Signature   Title   Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 6 2007
  Revised on: 01/01/07


EX-3.2 3 exhibit3-2.htm CERTIFICATE OF CHANGE Filed by Automated Filing Services Inc. (604) 609-0244 - Nextgen Bioscience Inc. - Exhibit 3.2

EXHIBIT 3.2

ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Filed in the office of
Document Number
20070718750-47
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
Filing Date and Time
10/22/2007 11:20 AM
Entity Number
E0184562005-6

Certificate of Change Pursuant
to NRS 78.209

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations

1. Name of corporation: NEXTGEN BIOSCIENCE INC.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change:

100,000,000 SHARES OF COMMON STOCK @ .001
5,000,000 SHARES OF PREFERRED STOCK @ .001

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

400,000,000 SHARES OF COMMON STOCK @.001
5,000,000 SHARES OF PREFERRED STOCK @.001

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

114,897,568 SHARES OF COMMON STOCK

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

SEE ATTACHMENT A TO THIS CERTIFICATE OF CHANGE

7. Effective date of filing (optional): 10/26/07

8. Officer Signature: /s/ Mitchell Johnson   President
    Signature   Title

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State AM 78.209.2007
  Revised: 01/01/2007


Attachment A

to

Certificate of Change Pursuant to NRS 78.209

Name of corporation:

NEXTGEN BIOSCIENCE INC. (the “Company”)

Response to Item 6:

In the event that any fractional common shares result from the forward stock split, the Company will not issue any fractional common shares. Instead, any fractional common shares resulting from the forward stock split will be rounded down to the nearest whole common share. Stockholders of the Company who would otherwise be entitled to receive fractional common shares because they hold a number of common shares that would result in any fractional common shares when multiplied by the exchange ratio of four (4) new shares per one (1) old share would instead receive cash. The cash amount to be paid to each stockholder would be equal to the resulting fractional interest in one common share of the Company’s common stock, to which the stockholder would otherwise be entitled, multiplied by the closing trading price of the Company’s common stock on the trading day immediately before the Record Date of October 26, 2007.


-----END PRIVACY-ENHANCED MESSAGE-----