Solar Energy Initiatives Inc (SNRY)

[Bucks4Buckeyes]

BTW, I ran across a very interesting point while reading which ALIGATO kept referring to.

Can anyone offer suggestions about this point in the 10-K:

http://www.sec.gov/Archives/edgar/data/1421665/000101968711003587/solar_10k-073111.htm

On July 30, 2008, the authorized number of shares of the Company was increased from 15,000,000 to 100,000,000.

On March 28, 2011, the authorized number of shares of the Company was increased from 100,000,000 to 750,000,000.

The closing price of our common stock on the OTC Bulletin Board on November 10, 2011 was $.001 per share.

On November 10, 2011, our common stock was held of record by approximately 2,869 shareholders.

OK, the 10-K was completed and signed on 11/10/2011. It was not filed until basically the day it was due.

When you compare it to the 8-K FILED 12/23/2011:

http://www.sec.gov/Archives/edgar/data/1421665/000149315211000568/form8k.htm

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.

On December 22, 2011, Solar Energy Initiatives Inc. (the “Company”) filed a Certificate of Correction to its Certificate of Amendment to the Certificate of Incorporation (the “Certificate”) to effect a reverse stock split of all outstanding shares of common stock at a ratio of 1 for 100 (the “Reverse Stock Split”). Fractional shares outstanding after the Reverse Stock Split will be rounded up to the next highest number of full shares. The Certificate was approved by the Board of Directors and shareholders holding a majority of the issued and outstanding shares of common stock. The effective date of the Reverse Stock Split is January 31, 2012.

In connection with the Reverse Stock Split, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number Description

3.1 Certificate of Amendment to the Certificate of Incorporation

3.2 Certificate of Correction to the Certificate of Amendment

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.

SOLAR ENERGY INITIATIVES, INC.

Date: December 22, 2011 /s/ David Fann
David Fann
Chief Executive Officer

The Amendments to the 8-K are interesting:
http://www.sec.gov/Archives/edgar/data/1421665/000149315211000568/ex3-1.htm

EX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION

CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION, AS AMENDED
OF SOLAR ENERGY INITIATIVES, INC.

Under Section 242 of the General Corporation Law

The undersigned, Chief Executive Officer of the corporation, does hereby certify as follows:

FIRST: The name of the corporation is:

SOLAR ENERGY INITIATIVES, INC.

SECOND: The certificate of incorporation of the Corporation is hereby amended by replacing Article Fourth, in its entirety, with the following:

FOURTH: The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.001, of which the Corporation shall have the authority to issue 750,000,000 shares. The second class of stock shall be blank check preferred stock, par value $0.001, of which the corporation shall have the authority to issue 10,000,000 shares. The preferred stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.

The 702,171,901 issued and outstanding shares of the Corporation’s common stock outstanding shall be reverse split, on a one hundred (100) to one (1) share ratio, with each one hundred (100) currently issued and outstanding shares of the Corporation’s common stock being replaced by one (1) share of post-split common stock. Par value shall remain unchanged. All other rights and privileges of the common stock shall remain unchanged. Preferred stock shall not be affected by this Amendment. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole number.

THIRD: The Amendment of the Certificate of Incorporation, as amended, herein shall be effective as of December 9, 2011. This Amendment certified has been duly adopted at a meeting of the Corporation's Board of Directors and stockholders holding a majority of the outstanding shares of common stock of the Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment of the Corporation's Certificate of Incorporation, as amended, to be signed by David Fann, its CEO, and Director this 22nd day of November, 2011.

SOLAR ENERGY INITIATIVES, INC.

By: /s/ David Fann
David Fann, Chief Executive Officer

http://www.sec.gov/Archives/edgar/data/1421665/000149315211000568/ex3-2.htm

EX-3.2 3 ex3-2.htm CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF AMENDMENT

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Solar Energy Initiatives, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is Solar Energy Initiatives, Inc..

2. That a Certificate of Amendment to the Certificate of Incorporation, as amended,

(Title of Certificate Being Corrected)

[b[color=red]]was filed by the Secretary of State of Delaware on November 22, 2011 [/color]and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate is: The Effective Date set forth in paragraph THIRD is corrected from December 9, 2011 to January 31, 2012.

4. Article THIRD of the Certificate is corrected to read as follows:

The Amendment of the Certificate of Incorporation, as amended, herein shall be effective as of January 31, 2012. This Amendment certified has been duly adopted at a meeting of the Corporation's Board of Directors and stockholders holding a majority of the outstanding shares of common stock of the Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 22nd day of December, A.D. 2011.

By: /s/ David Fann
Authorized Officer
Name: David Fann
Print or Type
Title: CEO

Does anyone think that this indicates that the deal IS ALREADY DONE, JUST NOT ANNOUNCED?

I checked the Delaware SOS and the original filing for change in share structure WAS FILED ON 11/22/2011 with the effective date of 1/31/2012!

It was actually amended on 12/22/2011 - but the effective date is still the same.




I thought only an 8-K can announce a R/M...

Thoughts?