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): February 13, 2012

BARFRESH FOOD GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware
 
333-168738
 
27-1994406
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
incorporation)
       


90 Madison Street, Suite 701
Denver, Colorado
 
80206
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 303-329-3008

Moving Box Inc
(Former name or former 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):

¨
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 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 13, 2012 Smoothie Holdings Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation. The effect of the amendment was to change the name of the Company from Moving Box Inc. to Smoothie Holdings Inc.

In addition, the Company approved an amendment to its Certificate of Incorporation where by without regard to any other provision of the Certificate of Incorporation, each one (1) share of Common Stock, either issued and outstanding or held by the Corporation as treasury stock (and including each fractional share held by any stockholder and each fractional interest held by the Corporation or its agent pending disposition on behalf of those entitled thereto), immediately prior to February 13, 2012 shall be and automatically reclassified and changed (without any further act) into four (4) fully-paid and nonassessable shares of Common Stock (or, with respect to such fractional shares and interests, such lesser number of shares and fractional shares or interests as may be applicable based upon such 1 to 4 ratio), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation, provided that no fractional shares shall be issued.

On February 16, 2012 the Company also filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation changing its name from Smoothie Holdings Inc. to Barfresh Food Group Inc., to better reflect its business.


Item 9.01 - Financial Statements and Exhibits

Regulation
S-K Number
Document
   
3.1
 
3.2
Certificate of Amendment of Certificate of Incorporation of Moving Box Inc., dated February 13, 2012.
 
Certificate of Amendment of Certificate of Incorporation of Moving Box Inc., dated February 16, 2012.

 
 
 
 
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.

 
BARFRESH FOOD GROUP INC.
   
 February 17, 2012
  By:  /s/ Arnold Tinte r
 
Arnold Tinter
Chief Financial Officer

Exhibit 3.1
 
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:40 PM 02/13/2012
FILED 06:40 PM 02/13/2012
SRV 120162661 - 4792685 FILE
   
 
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MOVING BOX INC.
 
Moving Box Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:
 
FIRST:      The name of the Corporation is Moving Box Inc.
 
SECOND:      This Certificate of Amendment (this "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation filed with the Secretary of State on February 25, 2010 (the "Certificate of Incorporation").
 
THIRD:      Article 1 of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
 
"ARTICLE I
 
The Name of this Corporation shall be Smoothie Holdings Inc."
 
FOURTH:      Article IV of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
 
"ARTICLE IV
 
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 100,000,000 shares, consisting of 95,000,000 shares of Common Stock, par value $0.000001 per share (the "Common Stock"), and 5,000,000 shares of Preferred Stock, par value $0.000001 per share (the "Preferred Stock").
 
The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designations filed pursuant to the Delaware General Corporation Law the powers, designations, preferences and relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions that dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof; or any of the foregoing.
 
 
 
 
 
stock (and including each fractional share held by any stockholder and each fractional interest held by the Corporation or its agent pending disposition on behalf of those entitled thereto), immediately prior to the time this amendment becomes effective shall be and hereby is automatically reclassified and changed (without any further act) into four (4) fully-paid and nonassessable shares of Common Stock (or. with respect to such fractional shares and interests, such lesser number of shares and fractional shares or interests as may he applicable based upon such I to 4 ratio), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation. provided that no fractional shares shall be issued."
 
FIFTH:     This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
 
 
SIXTH:      This Certificate of Amendment shall he effective as of 6:01 p.m. EST on the date written below.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate. of Amendment to be signed by its officer thereunto duly authorized this 13 th day of February. 2012.
 
 
  MOVING BOX INC.  
       
 
By:
/s/  Arnold Timer  
    Name: Arnold Timer  
    Title: Chief Financial Officer and Secretary  
       
 
Exhibit 3.2
   
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:02 PM 02/16/2012
FILED 05:45 PM 02/16/2012
SRV 120182657 - 4792685 FILE
 
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
SMOOTHIE HOLDINGS INC.
 
Smoothie Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:
 
FIRST:      The name of the Corporation is Smoothie Holdings Inc.
 
SECOND:      This Certificate of Amendment (this "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation filed with the Secretary of State on February 25, 2010 (the "Certificate of Incorporation").
 
THIRD:      Article I of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
 
"ARTICLE I
 
The Name of this Corporation shall be "Barfresh Food Group Inc."
 
FOURTH:      This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
 
FIFTH:      This Certificate of Amendment shall be effective as of 6:01 p.m. EST on the date written below.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 16 day of February, 2012.
 
 
  SMOOTHIE HOLDINGS INC.  
       
 
By:
/s/  Arnold Tinter  
    Name: Arnold Tinter  
    Title: Chief Financial Officer