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) April 3, 2019.

 

Universal Potash Corporation, Inc.

(Exact name of registrant as specified in its charter)

 

 

Nevada 000-50915 90-0342342
(State or other jurisdiction of
incorporation)
 (Commission File Number)

(IRS Employer

Identification No.)

 

 

2251 Wigwam Parkway Unit 726

Henderson, Nevada 89074

 

 

 

702-544-4245

Registrant's telephone number, including area code

 

 

 

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. ☐

 

 

 

     
 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws: Name Change and Reverse Stock Split

 

On April 3, 2019 we filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State to change our name to “Todaysodds.com” and 1:400 reverse stock split.  This amendment was unanimously approved by our board of directors on April 3, 2019, stockholders holding a majority of our voting power took action by written consent approving an amendment to our articles of incorporation to change the name of the company to a name to be determined by the board of directors and 1:400 reverse stock split in its sole discretion, and authorized the Board of Directors to file the Amendment upon a determination and resolution of the Board of Directors of such new corporate name and 1:400 reverse stock split.

 

Additionally, by action of written consent of the Board of Directors the authorized stock was increased from 200,000,000 par value $0.0001 to 300,000,000 par value $0.0001.

 

We are in the process of requesting a new symbol from FINRA in connection with the recent name change and as of the date of this report, we have not received the new symbol from FINRA.  We will provide an update upon assignment of the new symbol from FINRA. 

 

ITEM 8.01 OTHER EVENTS

 

The Company is processing the Name Change and 1:400 reverse stock split with the Financial Industry Regulatory Authority (FINRA) and is working to obtain a new quotation symbol on OTC. The Company will not be issuing new stock certificates to reflect the Name Change unless and until a stock transfer or other event occurs that necessitates a new stock certificate; no further action is required to be taken by any stockholder.

 

 

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c)      Exhibits

 

Exhibit Number Description
3.1 Certificate of Amendment to Articles of Incorporation

 

 

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.

 

Dated: May 6, 2019.

 

 

Universal Potash Corporation

 

/s/ Mr. Sam Polito

 
   

Mr. Sam Polito

Chief executive Officer / President

 

 

 

 

 

 

Exhibit 3.1

 

 

From: 7025629791 Page: 8/8 Date: 4/3/2019 1:38:54 PM BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.mrsos.gov Filed in the office of Document Number Certificate of Amendment %, -97 (PURSUANT TO NRS 78.385 AND 78.390) Barbara K. Cegayske Filing Date and Time Secretary of State /03/2019 1:32 PM State of Nevada Entity Number OG6 SLACK INK ONLY -00 NOT HIGHLIGHT k w ., oir"VG N C3844-2001 ',JR cIrrn.c Vac ...orn..1- Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 After Issuance of Stock) . Name of corporation: UNIVERSAL POTASH CORPORATION INC. . The articles have been amended as follows: (provide article numbers, it available) Action by written consent of the. Board of Directors of Universal Potash Corporation, Inc. stating the increase in the authorized common shares from 200,000,000 par value $0.001 to 300,000,000 par value $0.0001. Name Change: The name of the corporation shall be changed from Universal Potash Corporation, LLC. to Todaysodds.com. The name Universal Potash Corporation, Inc should be deleted In Its entirety. Reverse Stock Split A 1:400 Reverse stock split of the companies common stock shall be affective as of the record data of April 2, 2019. . The vote by which the stockholders holding shares in the corporation entitling them to exercise at 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:' % . Effective date and time of filing: (optional) Date: 04/02/2019 Time: :00 P.M. (must not be later then 90 days after the certificate is filed) . Signature: (required) Sture of Officer "If any proposed amendment would alter or change any preference or any relative or 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 with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate foes. Nevada Secretary of State Arnaud ProlltAltor RovIsad: 1-5-IS This fax was received by GFI FaxMaker fax server. For more information, visit: http://www.gfi.com