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):  October 25, 2017

 

Tech Town Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   033-25126 D   85-0368333

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

301 Yamato Road

Suite 1140

Boca Raton, FL

  33431
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 879-8896

 

MedeFile International, Inc.
(Former name or former address, if changed since last report)

 

Copies to:

Jeff Cahlon, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37 th Floor

New York, New York 10036

Telephone: (212) 930-9700

 

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:

 

  ☐ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company    ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective October 25, 2017, MedeFile International, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company (i) effected a one-for-200 reverse split of its common stock, and (ii) changed its name to Tech Town Holdings Inc. The market effective date of the name change and reverse split will be November 2, 2017.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Amendment to Articles of Incorporation

 

  2  

 

 

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 thereunto duly authorized.

 

  TECH TOWN HOLDINGS INC.
     
Date:  October 27, 2017 By: /s/ Niquana Noel
    Name:  Niquana Noel
    Title: Chief Executive Officer

 

 

 

3

 

 

Exhibit 3.1

 

 

ROSS MILLER      
Secretary of State      
204 North Carson Street, Suite 1      
Carson City, Nevada 89701-4520   Filed in the office of Document Number
(775) 684-5708   /s/ Barbara K. Cegavske  20170451454-03
Website: www.nvsos.gov   Barbara K. Cegavske  Filing Date and Time
      Secretary of State 10/24/2017 8:00 AM
    State of Nevada Entity Number
Certificate of Amendment     C2171-2001
(PURSUANT TO NRS 78.385 AND 78.390)      
       

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1. Name of the corporation:
MedeFile International, Inc.

 

2. The articles have been amended as follows: (provide article numbers, if available)

Article I will read as follows:

 

The name of the corporation is Tech Town Holdings Inc.

 

The following paragraph is hereby added to the end of Article IV:

Upon the effective date of the filing of this certificate of amendment, the corporation shall effect a one-for-200 reverse split whereby each share of Common Stock, par value $0.0001 per share shall, without any action on the part of the holder, become and be converted into 0.005 shares of common stock, par value S0.0001 per share, In connection with the reverse split, no fractional shares shall be issued. In lieu of fractional shares, each holder who would otherwise be entitled to receive fractional shares of new Common Stock, will receive such additional fractional share as will result in the holder having a whole number of shares.  

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power or such greater proportion of the voting power, as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:   more than 50 %

 

4. Effective date of filing: (optional)            10/25/17    
(must not be later than 90 days after the certificate is filed)

 

5. Signature: (required)    
   
X  
Signature of Officer  

 

*If any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT : Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit-After
  Revised: 3-6-09