- Current report filing (8-K)
October 14 2008 - 5:01AM
Edgar (US Regulatory)
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): October 2,
2008
A.R.E. Wind
Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-91191
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74-2329327
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1921
Bloomfield Boulevard
Farmington, New
Mexico
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87401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(505)
326-2668
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Intermountain Refining
Co., Inc.
(Former
name or former address, if changed since last
report)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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
1.01. Entry into a Material Definitive Agreement
On
October 2, 2008, we entered into an Agreement and Plan of Merger to re-domicile
our company from New Mexico to Nevada. The re-domicile was
effectuated by merging (the “Merger”) Intermountain Refining Co., Inc., a New
Mexico Corporation, with and into A.R.E. Wind Corp., a Nevada corporation formed
in preparation for the re-domicile. The Merger was effective on October 2, 2008
upon filing Articles of Merger with the Nevada Secretary of State. We
are still in the process of completing the filings in New Mexico, which could
take a few days.
Our
shareholders approved the Merger at our annual shareholder meeting held on
October 2, 2008.
Pursuant
to the Agreement and Plan of Merger, each share of common stock of Intermountain
Refining Co., Inc. was converted into one fully paid and non-assessable share of
A.R.E. Wind Corp. As such, each stock certificate representing issued
and outstanding shares of common stock of Intermountain Refining Co., Inc.
continued to represent the same number and class of shares of A.R.E. Wind common
stock. The officers and directors of Intermountain Refining Co., Inc. became the
officers and directors of A.R.E. Wind Corp. We also adopted the Articles of
Incorporation and Bylaws of A.R.E. Wind Corp. as our governing
documents.
Certain
other shareholder actions were undertaken in connection with the
Merger. We amended our Articles of Incorporation to increase our
authorized common stock from 10,000,000 to 100,000,000 shares, and we changed
the par value of our common stock from no par to $0.001 par
value. We also reverse split the outstanding shares of our
common stock at a ratio of 7.7 to 1, leaving a total of 150,079 shares of common
stock issued and outstanding following the split. Finally, we amended our
Articles of Incorporation and Bylaws to allow one director instead of requiring
two directors to serve at any given time.
The
Agreement and Plan of Merger, the Articles of Incorporation, Amendment to the
Articles of Incorporation, the Certificate of Change, and Bylaws of our company
are attached hereto as Exhibits 10.1, 3.1, 3.2, 3.3, and 3.4, respectively. The
foregoing description of these Exhibits is qualified in its entirety by
reference to the full text thereto.
Item
3.01. Material Modification to Rights of Security
Holders
As a
result of the Merger disclosed under Item 1.01 above, the constituent
instruments defining the rights of holders of our common stock are now the
Nevada Articles of Incorporation, amendments thereto, and Bylaws, which are
filed as Exhibits to this Current Report on Form 8-K. The surviving
corporation, A.R.E. Wind Corp. is governed by Nevada law rather than New Mexico
law. There are certain differences between the corporate codes of the States of
Nevada and New Mexico and therefore the rights of the shareholders have changed
in connection with the Merger. You are encouraged to consult your
legal and tax professionals regarding these changes.
Item
9.01. Financial Statements and Exhibits
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 thereunto
duly authorized.
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Date: October
9, 2008
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A.R.E.
Wind Corp.
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By:
/s/ William N.
Hagler
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William
N. Hagler
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Chief
Executive Officer
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iMing (CE) (USOTC:IMNG)
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