UNITED STATES


 

 

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 7, 2009


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COROWARE, INC.

(Exact name of registrant as specified in its charter)

______________


Delaware

000-33231

95-4868120

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


4056 148th Avenue NE, Redmond, WA  98052

(Address of principal executive offices and Zip Code)


(800) 641-2676

Registrant's telephone number, including area code

__________

Copies to:

Stephen Fleming, Esq.

110 Wall Street

11th Floor

New York, NY  10005

Phone: (516) 833-5034

Fax: (516) 977-1209


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 (see General Instruction A.2. below):


¨ 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

Amendment to Articles of Incorporation or Bylaws.


Effective April 8, 2009, Coroware, Inc. (the “Company”) will undergo a 1 for 300 reverse split of its shares of common stock, $0.001 par value (the “Common Stock”).  In addition, effective April 8, 2009, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from CROE to COWI and the Company’s CUSIP number changed from 219858107 to 219858206.  A copy of the Certificate of Amendment to the Certificate of Incorporation of the Company filed with Secretary of State of Delaware is attached hereto as Exhibit 3.1.



Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number

 

Description

3.1

     

Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State of Delaware on January 23, 2009




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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.

 

COROWARE, INC.

 

 

 

 

 

 

Date: April 7, 2009

By:

/s/ LLOYD SPENCER

 

 

Lloyd Spencer

 

 

Interim Chief Executive Officer








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