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):  March 2, 2015

 

  Technovative Group, Inc.
(Exact name of registrant as specified in its charter)

 

Wyoming   333-175148   38-3825959
(state or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)

 

Room 1301, 13/F., Wing Tuck Commercial Centre, 177-183 Wing Lok

Street, Sheung Wan, Hong Kong

(address of principal executive offices) (zip code)

 

+852 35472191
(registrant’s telephone number, including area code)

 

Horizon Energy Corp.

 

(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 3.03  MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

The information in Item 5.03 with respect to the reverse stock split and name change of Technovative Group, Inc. (f/k/a Horizon Energy Corp., the “Company”) is hereby incorporated by reference.

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On February 26, 2015, the Company amended its Articles of Incorporation (the “Amendments”) to: (i) change the Company’s name from “Horizon Energy, Corp.” to “Technovative Group, Inc.” (the “Name Change”), and (ii) implement a 1-for-20 reverse stock split of its issued and outstanding common stock, par value $.001 per share (the “Reverse Split”).

 

On March 2, 2015, the Financial Industry Regulatory Authority approved and declared the Amendments to be effective. As a result of the Name Change, our trading symbol became “HORID” for 20 business days after the effectiveness of the Name Change and will be changed to a new symbol “TEHG” thereafter. Our new CUSIP number is 87874X107. A copy of the Amendments is filed herewith as Exhibit 3.1.

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

(d)     Exhibits

 

3.1   Articles of Amendment of the Articles of Incorporation of the Company.

 

2
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Technovative Group, Inc.   
   
Date: March 6, 2013  By:   /s/ Lee Chan Yue
    Lee Chan Yue
    Chief Executive Officer

 

 

3

 

Exhibit 3.1

 

  Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24 th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311
Fax 307.777.5339
Email: Business@wyo.gov 		Edward F. Murray, III, WY Secretary of State
FILED: 02/26/2015 08:17 AM
Original ID: 2010-000588522
Amendment ID: 2015-001703371

 

Profit Corporation

Articles of Amendment

 

1.   Corporation name:

 

Horizon Energy Corp.
 

 

2.   Article(s) One & Four  is amended as follows:

 

Article I has been replaced in its entirety by Annex I attached hereto.

Article IV has been replaced in its entirety by Annex IV attached hereto.
 
 

 

3.   If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment.

 

 
 
 
 
 

   

4.   The amendment was adopted on 01/14/2015  
  (Date – mm/dd/yyy)  

 

5.   If the amendment was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors as the case may be and that shareholder approval was not required.

 

 
 
 
 
 
 

 

OR

 

         

 
 

 

  Wyoming Secretary of State
State Capitol Building, Room 110
200 West 24 th Street
Cheyenne, WY 82002-0020
Ph. 307.777.7311
Fax 307.777.5339
Email: Business@wyo.gov 		For Office Use Only

 

If approval was required by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this act and by the articles of incorporation.

 

The amendment was duly approved by majority of shareholders in the manner required by this act and by the articles of incorporation.
 
 

 

Signature: /s/ Lee Chan Yue   Date:     02/10/2015
Print name: Lee Chan Yue         (mm/dd/yyyy)
Title:      Chief Executive Officer      
Contact Person: Gracie Zhou      
Daytime Phone Number: (646) 627-7326 Email: gzhou@golawintl.com  

 

Checklist

þ Filing Fee: $50.00 Make check or money order payable to Wyoming Secretary of State.

þ The Articles of Amendment may be executed by the Chairman of the Board, President or another of its officers.

þ Please submit one originally signed document and one exact photocopy of the filing.

 

 
 

 

ANNEX I

 

ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
HORIZON ENERGY CORP.

 

ARTICLE I shall be replaced with the following in entirety:

 

"ARTICLE I

CORPORATE NAME

 

The name of this Corporation shall be: Technovative Group, Inc."

 

 
 

 

ANNEX II

 

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION

OF

HORIZON ENERGY CORP.

 

ARTICLE IV shall be replaced with the following in entirety:

 

"ARTICLE 1V
CAPITAL STOCK

 

(a)   Effective upon the "Effective Date" (as defined below), the outstanding shares of Common Stock of the Corporation shall be decreased on the basis that twenty (20) shares of Common Stock shall become one (1) share of Common Stock without changing the par value of the shares of the Corporation (the "Reverse Stock Split").
   
  The "Effective Date" shall be the first date permitted or determined by the Financial Industry Regulatory Authority (FINRA) as the effective date of such Reverse Stock Split, subject to the prior filing and recording of this Articles of Amendment in the office of Secretary of State of the State of Wyoming."

  

 
 

 

STATE OF WYOMING

Office of the Secretary of State

 

I,EDWARD F. MURRAY, III, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled.

 

CERTIFICATE OF NAME CHANGE

 

Current Name: Technovative Group, Inc
Old Name: Horizon Energy Corporation

 

I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 26th day of February, 2015

 

 
Filed Date: 02/26/2015 		     
      Secretary of State
       
    By: Lance Cockrell