Current Report Filing (8-k)
September 12 2014 - 06:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 5, 2014
Alumifuel Power Corporation |
(Exact name of registrant as specified in its charter) |
Nevada |
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333-57946 |
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88-0448626 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7315 East Peakview Avenue Englewood, Colorado |
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80111 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (303) 796-8940
_____________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 5, 2014, Alumifuel Power Corporation (the “Company”) received notice from the Wyoming Secretary of State that it had filed Foreign Profit Corporation Articles of Domestication effective September 4, 2014 whereby the Company changed its corporate domicile from Nevada to Wyoming.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 |
Foreign Profit Corporation Articles of Domestication (Wyoming). |
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.
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AlumiFuel Power Corporation |
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Date: September 11, 2014
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By:
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/s/ Thomas B. Olson |
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Thomas B. Olson
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Corporate Secretary |
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EXHIBIT 3.1
ARTICLES OF DOMESTICATION
OF
ALUMIFUEL POWER CORPORATION
Pursuant to W.S. 17-16-1801 of the Wyoming Business Corporation Act, the undersigned hereby applies for a Certificate of Domestication and for that purpose hereby submits Articles of Domestication.
ARTICLE I – NAME. The name of the Corporation is Alumifuel Power Corporation, a Nevada corporation (the “Company”).
ARTICLE II – STATE OF INCORPORATION. The Company was incorporated under the laws of the state of Nevada.
ARTICLE III – DATE OF INCORPORATION. The Company was incorporated on January 19, 2000.
ARTICLE IV – PERIOD OF DURATION. The period of the Company's duration is perpetual.
ARTICLE V - MAILING ADDRESS. The mailing address of the Company is 7315 East Peakview Avenue, Englewood, Colorado 8011.
ARTICLE VI – PRINCIPAL OFFICE. The address of the Company’s principal office is 7315 East Peakview Avenue, Englewood, Colorado 8011.
ARTICLE VII - NAME AND PHYSICAL ADDRESS OF COMPANY’S WYOMING REGISTERED AGENT. The physical address of the Company's proposed registered office in Wyoming and the name of its registered agent at that WyomingRegisteredAgent.com, Inc., 1621 Central Avenue, Cheyenne, Wyoming 82001.
ARTICLE VIII - PURPOSE OR PURPOSES OF THE COMPANY WHICH IT PROPOSES TO PURSUE IN THE TRANSACTION OF BUSINESS IN WYOMING. The purpose which the Company proposes to pursue is to engage in any lawful business permitted under the laws of the State of Wyoming.
ARTICLE IX – DIRECTORS AND OFFICERS. Names and usual business addresses of its current officers and directors:
Office
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Name
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Address
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President, Director
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Henry Fong
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7315 East Peakview Avenue Englewood, Colorado 80111
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Secretary
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Thomas B. Olson
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7315 East Peakview Avenue Englewood, Colorado 80111
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ARTICLE X – AUTHORIZED SHARES. The aggregate number of shares or other ownership units which it has the authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class:
Section 1. The total number of shares of all classes of capital stock which the Company shall have authority to issue is 3,510,000,000 shares. Stockholders shall not have any preemptive rights, nor shall stockholders have the right to cumulative voting in the election of directors or for any other purpose. The classes and the aggregate number of shares of stock of each class which the corporation shall have authority to issue are as follows:
(a) 3,500,000,000 shares of common stock, $0.001 par value (“Common Stock”);
(b) 10,000,000 shares of preferred stock, $0.001 par value (“Preferred Stock”).
ARTICLE XI – ISSUED SHARES. The aggregate number of issued shares or other ownership units itemized by classes, par value of shares, shares without par value and series, if any, within a class: As of July 31, 2014, the Company has issued and outstanding 2,531,611,417 shares of common stock and 404,055 shares of preferred stock.
ARTICLE XII – CONSTITUTION. The Company accepts the constitution of the state of Wyoming in compliance with the requirement of Article 10, Section 5 of the Wyoming Constitution.
IN WITNESS THEREOF, the Company has caused these Articles of Domestication to be executed on its behalf by its authorized officer on the 15 day of July, 2014.
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Alumifuel Power Corporation: |
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Date: July 15, 2014
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By:
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/s/ Henry Fong |
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Name: |
Henry Fong |
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Title |
Director and Chief Executive Officer |
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2
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