UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOPAC CELLULAR SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Nevada 20-5302617
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4438 Vesper Avenue, Suite 2
Sherman Oaks, CA 91403
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: Not applicable
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-138217 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $.001 per share. The holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when, as and if
declared by our Board of Directors; (ii) are entitled to share in all of our
assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of our directors. Our officer and director owns 59% of our
outstanding shares.
CASH DIVIDENDS
As of the date of this report, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
ITEM 2. EXHIBITS
3.1 Articles of Incorporation of Registrant (incorporated by reference herein
from Exhibit 3.1 to Form SB-2, Registration No. 333-138217)
3.2 By-Laws of Registrant (incorporated by reference herein from Exhibit 3.2 to
Form SB-2, Registration No. 333-138217)
4 Specimen Stock Certificate
99 Subscription Agreement (incorporated by reference herein from Exhibit 99 to
Form SB-2, Registration No. 333-138217)
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SIGNATURE
Pursuant to the requirements of Section l2 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
SOPAC CELLULAR SOLUTIONS INC.
Date: April 24, 2012 By: /s/ Ezra E. Ezra
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Ezra E. Ezra
Chief Executive Officer
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