SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
U.S. ENERGY INITIATIVES CORPORATION
-----------------------------------
(Name of Registrant As Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
U.S. ENERGY INITIATIVES CORPORATION
2701 North Rocky Point Drive
Suite 325
Tampa, Florida 33607
INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND REGULATIONS
14C PROMULGATED THEREUNDER
APPROXIMATE DATE OF MAILING: SEPTEMBER *, 2006
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Tampa, Florida
September *, 2006
This Information Statement is first being furnished on or about September
*, 2006, to the holders of record as of the close of business on September 29,
2006 (the "Record Date") of shares of common stock, par value $0.001 per share
(the "Common Stock") of U.S. Energy Initiatives Corporation, a Georgia
corporation (the "Company") to notify such stockholders that on September 18,
2006, the Company received written consents in lieu of a meeting of stockholders
from holders of a majority of the shares of Common Stock to take certain actions
as set forth in this information statement.
THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ John Stanton
----------------
John Stanton, Chairman of the Board
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF MAJORITY
STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED SEPTEMBER
18, 2006.
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action has been taken pursuant to
a written consent of the holders of a majority of the shares of Common Stock
dated September 18, 2006, in lieu of a special meeting of the stockholders. Such
action will be taken on or about *, 2006, 20 days after the mailing of this
information statement.
1. To ratify the amendment to the Company's Articles of Incorporation to
change the name of the Company from Hybrid Fuel Systems, Inc. to U.S. Energy
Initiatives Corporation. On March 1, 2006 the Company filed a Certificate of
Amendment to its Articles of Incorporation with the Secretary of State of the
State of Georgia. The Certificate of Amendment became effective on March 6,
2006; and
2. To authorize the Company's Board of Directors, in its discretion, to
amend the Articles of Incorporation to effect a reverse stock split of the
issued and outstanding shares of our Common Stock at a ratio of either (i)
one-for-two, (ii) one-for-five, (iii) one-for-ten, (iv) one-for-twenty, or (v)
one-for-twenty five, as determined at the discretion of the board of directors
to be in the best interests of the Company without further approval from our
stockholders (the "Reverse Stock Split").
OUTSTANDING SHARES AND VOTING RIGHTS
As of the record date of September 29, 2006, the Company's authorized
capitalization consisted of 150,000,000 shares of Common Stock, par value $0.001
per share, of which * shares were issued and outstanding, * shares of Series A
Convertible Preferred Stock, par value $0.01 per share, of which * were issued
and outstanding convertible into * shares of common stock, and * shares of
Series B Convertible Preferred Stock, par value $0.01 per share, of which * were
issued and outstanding convertible into * shares of common stock. Unless as
otherwise provided by law, all holders of the Company's issued and outstanding
preferred stock are entitled to vote with holders of common stock on matters
presented to the Company's shareholders for a vote. The preferred stockholders
are entitled to one vote for each one share of common stock issuable upon
conversion of the preferred stock.
Each share of Common stock entitles its holder to one vote on each matter
submitted to the stockholders. However, as a result of the voting rights of the
common stockholders who hold at least a majority of the voting rights of all
outstanding shares of capital stock as of September 29, 2006, will have voted in
favor of the foregoing proposals by resolution dated September 18, 2006; and
having sufficient voting power to approve such proposals through their ownership
of capital stock, no other stockholder consents will be solicited in connection
with this Information Statement. John Stanton holds 50,241,958 shares of common
stock, Mark Clancy holds 11,105,235 shares of common stock, and Sheri Vanhooser
holds 11,612,903 shares of common stock. Combined, they hold 72,960,096 votes
out of a total of * possible votes on each matter submitted to the stockholders.
All of the aforementioned shareholders will have voted in favor of the foregoing
proposals by resolution dated September 18, 2006.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on *, 2006.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 242 of the General Corporation Law of the State of Delaware.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 18, 2006, the number of and
percent of the Company's common stock beneficially owned by:
- Our directors and nominees, naming them;
- Our executive officers;
- All persons or entities known by us who beneficially own more than 5% or
more of our voting common stock, and
- All current directors and executive officers of the Company as a group.
The Company believes that all persons in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.
A person is deemed to be the beneficial owner of securities that can be
acquired by him within 60 days from September 18, 2006 upon the exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants or convertible
securities that are held by him, but not those held by any other person, and
which are exercisable within 60 days of September 18, 2006 have been exercised
and converted.
NAME OF BENEFICIAL OWNER TITLE COMMON STOCK BENEFICIALLY OWNED (1) PERCENTAGE OF COMMON STOCK (1)
--------------------------- ----- -------------------------------------- ----------------------------------
John Stanton (2) Chairman of the Board 50,241,958 38.09%
Mark Clancy (2) CEO, CFO and Director 11,101,035 8.42%
Frank Davis (3) Chief Technical Consultant 1,708,000 1.30%
Sheri Vanhooser V.P. - Business Development 11,612,903 8.80%
OFFICERS AND DIRECTORS
AS A GROUP (4 PERSONS) 74,663,896 56.60%
(1) Applicable percentage ownership is based on 131,910,307 shares of common
stock outstanding as of September 18, 2006, together with securities exercisable
or convertible into shares of common stock within 60 days of September 18, 2006
for each stockholder. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock that are
currently exercisable or exercisable within 60 days of September 18, 2006 are
deemed to be beneficially owned by the person holding such securities for the
purpose of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage ownership of
any other person.
(2) At June 30, 2006, the Company owed Messrs. Stanton and Clancy $
1,498,752 which is convertible into shares of our common stock at the rate of
$0.04 per share.
(3) As part of an incentive plan, Mr. Davis is to receive 6,000,000
additional shares upon completion of the first OEM development program. In
addition, various members of Mr. Davis' family own collectively approximately
5,950,000 restricted common shares.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
On September 18, 2006, holders of a majority of the shares of Common
Stock of the Company ratified the amendment to the Company's Articles of
Incorporation to change the name of the Company from Hybrid Fuel Systems, Inc.
to U.S. Energy Initiatives Corporation (the "Name Change"), effective as of
February 22, 2006. The Board of Directors believes that the Name Change was in
the best interests of the Company because the new name better reflects the
long-term growth strategy of the Company. The Name Change became effective when
the Certificate of Amendment to the Certificate of Incorporation was filed with
the Secretary of State of the State of Georgia on March 1, 2006. The
Certificate of Amendment to the Certificate of Incorporation became effective on
March 6, 2006.
REVERSE STOCK SPLIT
On September 18, 2006, holders of a majority of the shares of Common Stock
of the Company authorized the Company's Board of Directors, in its discretion,
to amend the Articles of Incorporation to effect a reverse stock split of the
issued and outstanding shares of our Common Stock at a ratio of either (i)
one-for-two, (ii) one-for-five, (iii) one-for-ten, (iv) one-for-twenty, or (v)
one-for-twenty five, as determined at the discretion of the board of directors
to be in the best interests of the Company without further approval from our
stockholders (the "Reverse Stock Split"). The Board of Directors believes that
approval of a range of reverse split ratios, rather than approval of a specific
reverse split ratio, provides the Board of Directors with maximum flexibility to
achieve the purposes of the reverse stock split.
The reverse stock split will be affected by filing an amendment to our
articles of incorporation with the State of Georgia. The certificate of
amendment will effect a reverse stock split of the shares by reducing the number
of issued and outstanding shares of common stock by the ratio determined by the
board of directors to be in the best interests of the Company and its
stockholders, but will not change the number of authorized shares of common
stock or preferred stock or the par value of the common stock or preferred
stock. A copy of the proposed amendment to our certificate of incorporation
effecting the (i) one-for-two, (ii) one-for-five, (iii) one-for-ten, (iv)
one-for-twenty, or (v) one-for-twenty five reverse stock split is attached at
the back of this information statement as Exhibit A.
REASONS FOR THE REVERSE STOCK SPLIT
If the board of directors otherwise determines that a reverse stock split
is in our best interests or in the best interests of our stockholders, the board
will proceed with a reverse stock split without further authorization of our
stockholders.
The Board of Directors will effectuate, in the Board of Directors'
discretion, the reverse stock split within the foregoing ratios for the
following reasons:
- Because the Board of Directors believes a higher stock price may help
generate investor interest in the Company and help the Company attract and
retain employees and other service providers; and
- Because the Company requires additional authorized but unissued
shares of common stock.
The Board of Directors believes that a higher stock price would help the
Company attract and retain employees and other service providers. The Board of
Directors believes that some potential employees and service providers are less
likely to work for a company with a low stock price, regardless of the size of
the Company's market capitalization. If the reverse stock split successfully
increases the per share price of our common stock, the Board of Directors
believes this increase will enhance our ability to attract and retain employees
and service providers. Further, in deciding at what ratio to effectuate the
reverse stock split, the Board of Directors will consider that our common stock
may not appeal to brokerage firms that are reluctant to recommend lower priced
securities to their clients. Investors may also be dissuaded from purchasing
lower priced stocks because the brokerage commissions, as a percentage of the
total transaction, tend to be higher for such stocks. Moreover, the analysts at
many brokerage firms do not monitor the trading activity or otherwise provide
coverage of lower priced stocks. Most investment funds are reluctant to invest
in lower priced stocks.
The increase in the number of authorized but unissued shares of common
stock would enable the Company, without further stockholder approval, to issue
shares from time to time as may be required for proper business purposes, such
as raising additional capital for ongoing operations, acquisitions of businesses
and assets, stock splits and dividends, present and future employee benefit
programs and other corporate purposes. In addition, the Board of Directors
believes that having additional authorized but unissued shares of common stock
through the effectuation of the reverse stock split could have a number of
effects on the Company's stockholders depending upon the exact nature and
circumstances of any actual issuances of authorized but unissued shares. The
increase could have an anti-takeover effect, in that additional shares could be
issued (within the limits imposed by applicable law) in one or more transactions
that could make a change in control or takeover of the Company more difficult.
For example, additional shares could be issued by the Company so as to dilute
the stock ownership or voting rights of persons seeking to obtain control of the
Company. Similarly, the issuance of additional shares to certain persons allied
with the Company's management could have the effect of making it more difficult
to remove the Company's current management by diluting the stock ownership or
voting rights of persons seeking to cause such removal. This will make it more
difficult for those seeking to control the Company and remove its board at one
time. Except as further discussed herein, the Board of Directors is not aware of
any attempt, or contemplated attempt, to acquire control of the Company, and
this proposal is not being presented with the intent that it be utilized as a
type of anti-takeover device.
There are currently no plans, arrangements, commitments or understandings
for the issuance of the additional shares of Common Stock which are proposed to
be authorized.
POTENTIAL DISADVANTAGES TO THE REVERSE STOCK SPLIT
REDUCED MARKET CAPITALIZATION. As noted above, the principal purpose of the
reverse stock split would be to help maintain the price of our common stock at a
higher level. We cannot assure you that the reverse stock split will accomplish
this objective. While we expect that the reduction in our outstanding shares of
common stock will increase the market price of our common stock, we cannot
assure you that the reverse stock split will increase the market price of our
common stock by a multiple equal to the number of pre-split shares in the
reverse split ratio determined by the board of directors, which will be either
2, 5, 10, 20 or 25, or result in any permanent increase in the market price,
which can be dependent upon many factors, including our business and financial
performance and prospects. Should the market price decline after the reverse
stock split, the percentage decline may be greater, due to the smaller number of
shares outstanding, than it would have been prior to the reverse stock split. In
some cases the stock price of companies that have effected reverse stock splits
has subsequently declined back to pre-reverse split levels. Accordingly, we
cannot assure you that the market price of our common stock immediately after
the effective date of the proposed reverse stock split will be maintained for
any period of time or that the ratio of post and pre-split shares will remain
the same after the reverse stock split is effected, or that the reverse stock
split will not have an adverse effect on our stock price due to the reduced
number of shares outstanding after the reverse stock split. A reverse stock
split is often viewed negatively by the market and, consequently, can lead to a
decrease in our overall market capitalization. If the per share price does not
increase proportionately as a result of the reverse stock split, then our
overall market capitalization will be reduced.
INCREASED TRANSACTION COSTS. The number of shares held by each individual
stockholder will be reduced if the reverse stock split is implemented. This will
increase the number of stockholders who hold less than a "round lot," or 100
shares. Typically, the transaction costs to stockholders selling "odd lots" are
higher on a per share basis. Consequently, the reverse stock split could
increase the transaction costs to existing stockholders in the event they wish
to sell all or a portion of their position.
LIQUIDITY. Although the board believes that the decrease in the number of
shares of our common stock outstanding as a consequence of the reverse stock
split and the anticipated increase in the price of our common stock could
encourage interest in our common stock and possibly promote greater liquidity
for our stockholders, such liquidity could also be adversely affected by the
reduced number of shares outstanding after the reverse stock split.
AUTHORIZED SHARES; FUTURE FINANCINGS. Upon effectiveness of such a 1-for-2,
1-for-5, 1-for-10 reverse, 1-for-20 or 1-for-25 stock split, the number of
authorized shares of common stock that are not issued or outstanding, as of
September 18, 2006, would increase from approximately 18,089,693 shares to
approximately 84,044,846, 123,617,939, 136,808,969, 143,404,485, and 144,723,588
shares, respectively. As a result, we will have an increased number of
authorized but unissued shares of common stock. Authorized but unissued shares
will be available for issuance, and we may issue such shares in financings or
otherwise. If we issue additional shares, the ownership interests of our current
stockholders may be diluted.
EFFECT ON FRACTIONAL SHARES
A reverse stock split would result in some stockholders owning a fractional
share of common stock. For example, if a 1-for-10 reverse stock split were to be
implemented, the shares owned by a stockholder with 112 shares would be
converted into 11.2 shares. In lieu of issuing fractional shares, the Company
will issue to any shareholder who otherwise would have been entitled to receive
a fractional share as a result of the reverse split an additional full share of
its common stock.
EFFECT OF REVERSE STOCK SPLIT ON OPTIONS
The number of shares subject to outstanding options to purchase shares of
our common stock also would automatically be reduced in the same ratio as the
reduction in the outstanding shares. Correspondingly, the per share exercise
price of those options will be increased in direct proportion to the reverse
stock split ratio, so that the aggregate dollar amount payable for the purchase
of the shares subject to the options will remain unchanged. For example, a
1-for-10 reverse stock split is implemented and that an optionee holds options
to purchase 1,000 shares at an exercise price of $0.66 per share. On the
effectiveness of the 1-for-10 reverse stock split, the number of shares subject
to that option would be reduced to 100 shares and the exercise price would be
proportionately increased to $6.60 per share.
EFFECT OF REVERSE STOCK SPLIT ON WARRANTS
The agreements governing the outstanding warrants to purchase shares of our
common stock include provisions requiring adjustments to both the number of
shares issuable upon exercise of such warrants, and the exercise prices of such
warrants, in the event of a reverse stock split. For example, assume that a
1-for-10 reverse stock split is implemented and a warrant holder holds a warrant
to purchase 10,000 shares of our common stock at an exercise price of $.75 per
share. On the effectiveness of the reverse stock split, the number of shares
subject to that warrant would be reduced to 1,000 shares and the exercise price
would be proportionately increased to $7.50 per share.
IMPLEMENTATION AND EFFECT OF THE REVERSE STOCK SPLIT
If approved by our stockholders at the annual meeting, and if a majority of
our board of directors determines that effecting a reverse stock split at either
a 1-for-2 1-for-5, 1-for-10, 1-for-20, or 1-for-25 ratio is in our best
interests and the best interests of our stockholders, following such
determinations, the board will effect the reverse stock split by directing
management to file the certificate of amendment with the Georgia Secretary of
State at such time as the board has determined is the appropriate effective time
for the reverse stock split. The reverse stock split will become effective at
the time specified in the certificate of amendment after the filing of the
amendment with the Georgia Secretary of State, which we refer to as the
"effective time". At the effective time, the other amendments approved by our
stockholders will be deemed abandoned.
We estimate that, following the reverse stock split, we would have
approximately the same number of stockholders and the completion of the reverse
stock split would not affect any stockholder's proportionate equity interest in
our company. By way of example, a stockholder who owns a number of shares that
prior to the reverse stock split represented one-half of a percent of the
outstanding shares of the company would continue to own one-half of a percent of
our outstanding shares after the reverse stock split. The reverse stock split
also will not affect the number of shares of common stock that our board of
directors is authorized to issue under our articles of incorporation, which will
remain unchanged at 150,000,000 shares. However, it will have the effect of
increasing the number of shares available for future issuance because of the
reduction in the number of shares that will be outstanding after giving effect
to the reverse stock split.
EXCHANGE OF STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES
EXCHANGE OF STOCK CERTIFICATES. Promptly after such an effective time, you
would be notified that the reverse stock split has been effected and the
applicable ratio. Our stock transfer agent, Continental Stock Transfer & Trust
Company, whom we refer to as the "exchange agent", would implement the exchange
of stock certificates representing outstanding shares of common stock. You would
be asked to surrender to the exchange agent certificates representing your
pre-split shares in exchange for certificates representing your post-split
shares in accordance with the procedures to be set forth in a letter of
transmittal which we would send to you. You would not receive a new stock
certificate representing your post-split shares until you surrender your
outstanding certificate(s) representing your pre-split shares, together with the
properly completed and executed letter of transmittal to the exchange agent. We
would not issue scrip or fractional shares, or certificates for fractional
shares, in connection with the reverse stock split. Should you be entitled to
receive fractional shares because you hold a number of shares not evenly
divisible by the relevant reverse split number selected by our board of
directors (which will be either eight or ten), you will be entitled, upon
surrender to the exchange agent of certificates representing such shares, to
receive an additional full share of common stock.
IF THIS REVERSE SPLIT WERE TO BE EFFECTED, PLEASE DO NOT DESTROY ANY STOCK
CERTIFICATE OR SUBMIT ANY OF YOUR CERTIFICATES UNTIL YOU ARE REQUESTED TO DO SO.
EFFECT OF FAILURE TO EXCHANGE STOCK CERTIFICATES. Upon the filing of the
amendment to our certificate of incorporation with the Georgia Secretary of
State, each certificate representing shares of our common stock outstanding
prior to the that time would, until surrendered and exchanged as described
above, be deemed, for all corporate purposes, to evidence ownership of the whole
number of shares of our common stock. However, a holder of such unexchanged
certificates would not be entitled to receive any dividends or other
distributions payable by us after the effective date, until the old certificates
have been surrendered. Such dividends and distributions, if any, would be
accumulated, and at the time of surrender of the old certificates, all such
unpaid dividends or distributions will be paid without interest.
NO APPRAISALS RIGHTS
Under the Georgia General Corporation Law and our articles of incorporation
and bylaws, you are not entitled to appraisal rights with respect to the reverse
stock split.
FEDERAL INCOME TAX CONSEQUENCES
The following description of the material federal income tax consequences
of the reverse stock split is based on the Internal Revenue Code, applicable
Treasury Regulations promulgated under the Code, judicial authority and current
administrative rulings and practices as in effect on the date of this proxy
statement. Changes to the laws could alter the tax consequences described below,
possibly with retroactive effect. We have not sought and will not seek an
opinion of counsel or a ruling from the Internal Revenue Service regarding the
federal income tax consequences of any of the proposed reverse stock splits.
This discussion is for general information only and does not discuss the tax
consequences that may apply to special classes of taxpayers (e.g., non-resident
aliens, broker/dealers or insurance companies). The state and local tax
consequences of the reverse stock split may vary significantly as to each
stockholder, depending upon the jurisdiction in which such stockholder resides.
We urge stockholders to consult their own tax advisors to determine the
particular consequences to them.
We believe that because the reverse stock split is not part of a plan to
increase periodically a stockholder's proportionate interest in our assets or
earnings and profits, the reverse stock split will likely have the following
federal income tax effects.
A stockholder who receives solely a reduced number of shares of our common
stock will not recognize gain or loss. In the aggregate, such a stockholder's
basis in the reduced number of shares of our common stock will equal the
stockholder's basis in its old shares of common stock and the holding period of
the common stock received after the reverse stock split will include the holding
period of the common stock held prior to the reverse stock split exchanged
therefore.
We will not recognize any gain or loss as a result of the reverse stock
split.
WHERE YOU CAN FIND MORE INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2005 is being delivered to you with this Information Statement. We
will furnish any exhibit to our Annual Report on Form 10-KSB free of charge to
any shareholder upon written request to U.S. Energy Initiatives Corporation,
2701 North Rocky Point Drive, Suite 325, Tampa, Florida 33607. The Annual Report
is incorporated in this Information Statement. You are encouraged to review the
Annual Report together with subsequent information filed by the Company with the
SEC and other publicly available information.
Dated *, 2006.
By order of the Board of Directors,
/s/ John Stanton
------------------
John Stanton, Chairman of the Board
EXHIBIT A
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
U.S. ENERGY INITIATIVES CORPORATION
The undersigned, being the Chief Executive Officer of U.S. ENERGY
INITIATIVES CORPORATION, a corporation existing under the laws of the State of
Georgia, does hereby certify under the seal of the said corporation as follows:
1. The Articles of Incorporation of the Corporation is hereby amended
by replacing Article FIRST in its entirety, with the following:
"FIRST. The name of the corporation (hereinafter referred to as the
"Corporation") is U.S. Energy Initiatives Corporation."
2. The Articles of Incorporation of the Corporation is hereby amended
by inserting the following new subsection(c) in Article SECOND:
"(c) Upon the filing and effectiveness (the "Effective Time") of this
Articles of Amendment with the Georgia Secretary of State, every
[two/five/ten/twenty/twenty five] outstanding shares of Common Stock shall
without further action by this Corporation or the holder thereof be combined
into and automatically become one share of Common Stock. The number of
authorized shares of Common Stock of the Corporation and the par value of the
Common Stock shall remain as set forth in this Certificate of Incorporation, as
amended. No fractional share shall be issued in connection with the foregoing
combination. All fractional shares shall be rounded up to the next whole number
of shares. The capital of the Corporation will not be reduced under or by reason
of any amendment herein certified."
3. The amendment of the articles of incorporation herein certified has been
duly adopted by the unanimous written consent of the Corporation's Board of
Directors and a majority of the Corporation's stockholders in accordance with
the provisions of the Georgia General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Articles of Amendment of the Corporation's Articles of
Incorporation, as amended, to be signed by Mark Clancy, its Chief Executive
Officer this __th day of _______________________, 2006.
U.S. ENERGY INITIATIVES CORPORATION
By: __________________________________
Mark Clancy, Chief Executive Officer