Attached files
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
Date of Report (Date of earliest event reported) September 30, 2010
THRUST ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-52403
(Commission File Number)
20-3373669
(IRS Employer Identification No.)
3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO M8X 2Y8
(Address of principal executive offices and Zip Code)
(647) 628-5375
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities 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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
REVERSE SPLIT OF ISSUED AND OUTSTANDING COMMON STOCK
On September 29, 2010, FINRA approved a reverse split of the issued authorized
common stock of Thrust Energy Corp. (the "Company") whereby every twenty shares
of the Company's common stock before the reverse split will be consolidated into
one common share, with effect on September 30, 2010 (the "Reverse Split"). The
Reverse Split was approved by written consent to action of shareholders owning a
majority of the outstanding shares of the Company's common stock on July 30,
2010, pursuant to section 78.390 of the Nevada Revised Statutes.
As a result of the Reverse Split, the Company's issued and outstanding common
stock will be reduced from 13,604,000 shares to 680,200 shares.
Stockholders will be entitled to exchange their stock certificates for new
certificates representing the shares of common stock after giving effect to the
Reverse Split by submitting them to the Company's transfer agent, Transfer
Online Inc., of 512 SE Salmon Street, Portland, Oregon 97214, Telephone number:
(503) 227-2950. Upon receipt of an existing stock certificate, the Transfer
Agent will issue to the stockholder a new certificate evidencing the
consolidated shares. The new certificates will contain the same restrictive
legend as the certificates for which they are exchanged. Stockholders will be
responsible for the costs of exchanging their certificates.
No fractional common shares will be issued in connection with the Reverse Split.
If a stockholder would otherwise receive a fractional common share as a result
of the Reverse Split, the number of common shares to be received by the
stockholder will be rounded up to the nearest whole number.
The Company's trading symbol on the NASD OTC Bulletin Board will remain the same
and have a "D" appended to it for 20 business days: TEGCD. After 20 business
days, the symbol will revert back to TEGC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
Effective September 30, 2010, the Company has amended its Articles of
Incorporation by filing Amended and Restated Articles with the Nevada Secretary
of State. The Articles of Incorporation were amended by written consent to
action of shareholders owning a majority of the outstanding shares of the
Company's common stock on July 30, 2010, pursuant to section 78.390 of the
Nevada Revised Statutes. A copy of the Company's Amended and Restated Articles
of Incorporation is attached as Exhibit 3.1.
AMENDED AND RESTATED BYLAWS
On and effective September 20, 2010, the Company's board of directors adopted
Amended and Restated Bylaws that replace the former Bylaws in their entirety.
The Amended and Restated Bylaws are attached hereto as Exhibit 3.2 and are
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit 3.1 Amended and Restated Articles of Incorporation, Thrust Energy
Corp.
Exhibit 3.2 Amended and Restated Bylaws, Thrust Energy Corp.
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.
THRUST ENERGY CORP.
/s/ Thomas Mills
Thomas Mills, President & CEO
Date: September 30, 201