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 17, 2008
Sustut Exploration,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1420
5th Avenue #220
Seattle,
Washington
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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: (206) 274 5321
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(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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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
3.03. Material Modification
to Rights of Security Holders.
On April 17, 2008, our board of
directors and a majority of our stockholders approved a 0.99026241954-for-1
reverse stock split (the “Reverse Split”) of
our common stock, par value $0.001 per share (the “Common
Stock”).
Pursuant to the Reverse Split, every
one (1) share of our issued and outstanding Common Stock as presently classified
will, as of the close of business on April 17, 2008, be reclassified and
combined into 0.99026241954 of one (1) whole post-split share of the
Registrant’s Common Stock. No fractional shares of the Registrant’s Common Stock
will be issued in connection with the Reverse Split. No fractional shares of
Common Stock shall be issued as a result of the Reverse Split, and any
fractional shares owed due to the Reverse Split shall be rounded up or down to
the nearest whole share.
We have requested that the post-split
shares begin trading on the OTC Bulletin Board on April 29, 2008 or as soon
thereafter as is reasonably practicable.
After the Reverse Split becomes
effective, each stockholder’s percentage ownership interest in us and
proportional voting power will remain virtually unchanged except for minor
changes that will result from rounding fractional shares into whole shares. The
rights and privileges of the holders of our Common Stock will be substantially
unaffected by the Reverse Split. All issued and outstanding options, warrants,
and convertible securities will be appropriately adjusted for the Reverse
Split.
Item
5.03. Amendment of Articles
of Incorporation or Bylaws; Changes in Fiscal Year.
On April 17, 2008, we filed a
certificate of amendment to our certificate of incorporation in order to
effectuate the Reverse Split. The information set forth in Item 3.03 is
incorporated by reference into this Item 5.03.
Item
9.01. Financial Statements
and Exhibits .
(d)
Exhibits
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3.1
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Certificate
of Amendment to Certificate of
Incorporation
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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.
SUSTUT
EXPLORATION, INC.
Dated:
April 17,
2008 By:
/s/
Terry Hughes
Name:
Terry Hughes
Title: President