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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): April 23, 2008
______________
COROWARE, INC.
(Exact name of registrant as specified in its charter)
______________
Delaware
000-33231
95-4868120
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
4074 148th Avenue NE, Redmond, WA 98052
(Address of Principal Executive Office) (Zip Code)
Copies to:
Gregory Sichenzia, Esq.
Jared Daniel Verteramo, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
INNOVA ROBOTICS AND AUTOMATION, INC.
(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:
¨ 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))
1
Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 23rd, the Registrant changed its name from Innova Robotics and Automation, Inc., to CoroWare, Inc. In connection with the name change, effective May 12, 2008, the Registrant’s quotation symbol on the OTC Bulletin Board was changed from “INRA” to “CROE.”
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
3.1
Certificate of Merger changing Registrant’s name to CoroWare, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COROWARE, INC.
By:
/s/ Lloyd Spencer
Name:
Lloyd Spencer
Chief Executive Officer
Title:
Date: May 13, 2008
3
Exhibit 3.1
CERTIFICATE OF OWNERSHIP
OF INNOVA ROBOTICS & AUTOMATION, INC.
(a Delaware corporation)
AND
COROWARE, INC. (a Delaware corporation)
UNDER SECTION 253 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
The undersigned corporations organized and existing under and by of the General Corporation Law of the State of Delaware,
DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:
NAME
STATE OF INCORPORATION
Innova Robotics & Automation, Inc.
Delaware
CoroWare, Inc.
Delaware
SECOND: That 100% of the outstanding stock of CoroWare, Inc. is owned by Innova Robotics & Automation, Inc.
THIRD: That the name of the surviving corporation of the merger is Innova Robotics & automation, Inc., which will continue its existence as said surviving corporation under the name CoroWare, Inc.
FOURTH: That the Certificate of Incorporation of Innova Robotics & Automation, Inc. , a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that article FIRST relating to the name shall be struck and shall be substituted in lieu therefore the following article:
"FIRST: The name of the corporation is CoroWare, Inc."
FIFTH: That the members of the Board of Directors of Innova Robotics & Automation, Inc. unanimously adopted the following resolution by written consent on the 31" day of December 2007:
RESOLVED, that the Corporation's wholly-owned subsidiary, CoroWare, Inc., be merged with and into the Corporation, and that upon the filing of the appropriate certificate
of Merger with the Secretary of State of the State of Delaware, the Corporation's name shall be changed to CoroWare, Inc.
SIXTH: This merger shall be effective on April 25, 2008.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this 22nd day of April 2008.
INNOVA ROBOTICS & AUTOMATION, INC.
By: /s/Lloyd Spencer
Name: Lloyd Spencer
Title: Chief Executive Officer
COROWARE, INC.
By: Is/Lloyd Spencer
Name: Lloyd Spencer
Title: Chief Executive Officer
