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 27, 2022 (October 25, 2022)
(Exact name of registrant as specified in its charter) |
Florida | 000-55689 | 46-3556776 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1148 E 222nd St Euclid, Ohio |
44117 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (216) 896-7000
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common, $0.0001 par value | USLG | OTC |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 25, 2022 US Lighting Group, Inc. Company filed an amendment to its Articles of Incorporation with the State of Florida (the “Amendment”). The Amendment provided for an increase of the number of authorized shares of Common Stock to 500 million. The foregoing description of the Amendment is qualified in its entirety by the actual amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. | Description | |
3.01 | Articles of Amendment to Articles of Incorporation of US Lighting Group, Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Date: October 28, 2022 | US Lighting Group, Inc. | |
By: | /s/ Anthony Corpora | |
Anthony Corpora | ||
Chief Executive Officer |
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Exhibit 3.1
Articles of Amendment
to
Articles of Incorporation
of
US Lighting Group, Inc. |
(Name of Corporation as currently filed with the Florida Dept. of State) |
(Document Number of Corporation (if known) |
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
A. If amending name, enter the new name of the corporation:
The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”
B. Enter new principal office address, if applicable: | |
(Principal office address MUST BE A STREET ADDRESS ) | |
C. Enter new mailing address, if applicable: | |
(Mailing address MAY BE A POST OFFICE BOX) | |
D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
Name of New Registered Agent | ||||
(Florida street address) | ||||
New Registered Office Address: | , | Florida | ||
(City) | (Zip Code) |
New Registered Agent’s Signature, if changing Registered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
Signature of New Registered Agent, if changing |
Check if applicable | |
☐ | The amendment(s) is/are being filed pursuant to s. 607.0120 (11) (e), F.S. |
A-1
If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
Please note the officer/director title by the first letter of the office title:
P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.
Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.
Example:
X | Change | PT | John Doe | ||||||
X | Remove | V | Mike Jones | ||||||
X | Add | SV | Sally Smith | ||||||
Type of Action (Check One) |
Title | Name | Address | ||||||
1) | Change | CFO | Steven Eisenberg | 1148 E 222nd ST | |||||
Add | Euclid, OH 44117 | ||||||||
X | Remove | ||||||||
2) | Change | CFO | Donald Retreage | 1148 E 222nd St. | |||||
X | Add | Euclid, OH 44117 | |||||||
Remove | |||||||||
3) | Change | ||||||||
Add | |||||||||
Remove | |||||||||
4) | Change | ||||||||
Add | |||||||||
Remove | |||||||||
5) | Change | ||||||||
Add | |||||||||
Remove | |||||||||
6) | Change | ||||||||
Add | |||||||||
Remove |
A-2
E. If amending or adding additional Articles, enter change(s) here:
(Attach additional sheets, if necessary). (Be specific)
Article 8.1 is to be deleted and replaced with the following:
“8.1 Authorized Shares: The total number of shares of capital stock that the Corporation has the authority to issue is five hundred ten million (510,000,000). The total number of shares of common stock that the Corporation is authorized to issue is five hundred million and the par value of each such shares of common stock is one-hundredth of one cent ($.0001) for an aggregate par value of fifty thousand dollars ($50,000). The total number of shares of preferred stock that the Corporation is authorized to issue is ten million (10,000,000) and the par value of each share of such preferred stock is one-hundredth of one cent ($.0001) for an aggregate par value of one thousand dollars ($1,000).
F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
(if not applicable, indicate N/A)
A-3
The date of each amendment(s) adoption: August 16, 2022, if other than the date this document was signed.
Effective date if applicable: | |
(no more than 90 days after amendment file date) |
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.
Adoption of Amendment(s) (CHECK ONE)
☐ | The amendment(s) was/were adopted by the incorporators, or board of directors without shareholder action and shareholder action was not required. |
☒ | The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval. |
☐ | The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): |
“The number of votes cast for the amendment(s) was/were sufficient for approval | |||
by | .” | ||
(voting group) |
Dated | 10/14/2022 |
Signature | ||
(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) |
Anthony Corpora | |
(Typed or printed name of person signing) | |
CEO | |
(Title of person signing) |
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