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): July 14, 2008
KALEIDOSCOPE
VENTURE CAPITAL INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
000-27277
(Commission
File Number)
98-0207554
(IRS
Employer Identification No.)
170
E.
Post Road, Suite 206
White
Plains, New York 10601
(Address
of principal executive offices)(Zip Code)
(914)
448-7600
Registrant’s
telephone number, including area code
Vocalscape
Networks, Inc.
(Former
name or address, if changed since last report)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.03 Material Modification to Rights of Security Holders
Effective
July 14, 2008, the Board of Directors and security holders representing a
majority of the voting power of Kaleidoscope Venture Capital Inc., a Nevada
corporation (the “Company”), approved an amendment to the Company’s Articles of
Incorporation effecting a one-for-two hundred (1:200) reverse split of the
Company’s issued and outstanding shares of common stock and Series A Convertible
Preferred Stock. The Company’s authorized share capital, as stated in its
Articles of Incorporation remains unchanged, effectively increasing the ratio
of
authorized shares of common stock and Series A Convertible Preferred Stock
of
the Company to the number of issued and outstanding shares of common stock
and
Series A Convertible Preferred Stock. As a result of the reverse stock split,
each 200 shares of the Company’s common stock and Series A Convertible Preferred
Stock issued and outstanding on such date represents one (1) share of the
Company’s common stock. Fractional shares existing as a result of the reverse
stock split were rounded up to the nearest whole share.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective
July 14, 2008, the Company amended its Articles of Incorporation to change
its
name from “Vocalscape Networks, Inc.” to “Kaleidoscope Venture Capital Inc.”
Effective
July 14, 2008, the Company filed, with the Secretary of State of the State
of
Nevada, a Certificate of Change, effecting a one-for-two hundred (1:200) reverse
split of the Company ‘s issued and outstanding shares of common stock and Series
A Convertible Preferred Stock on such date. A description of the reverse stock
split is disclosed in Item 3.03 of this Current Report on Form 8-K, which
disclosure is incorporated herein by this reference.
Item
8.01 Other Events
“KLDO”
is
the Company’s new ticker symbol for its shares of common stock quoted on the
Over-the-Counter Bulletin Board, in connection with its change of name to
Kaleidoscope Venture Capital Inc.
Item
9.01 Financial statements and Exhibits
(d)
Exhibits
The
following exhibit is filed as part of this report:
|
3.1.6
|
Certificate
of Amendment
|
|
3.1.7
|
Certificate
of Change
|
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.
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Kaleidoscope
Venture Capital Inc.
(Registrant)
|
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Date: July
15, 2008
|
By:
|
/s/ Ron
McIntyre
|
|
|
Name:
Ron McIntyre
Title:
President
|
INDEX
TO EXHIBITS
|
3.1.6
|
Certificate
of Amendment
|
|
3.1.7
|
Certificate
of Change
|
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