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 14, 2016

BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.)
(Exact name of registrant as specified in its Charter)
 
Delaware
333-170054
27-0788438
(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
 
(Address and telephone number of principal executive offices, including zip code)
 
292 Newbury Street, Suite 333
Boston, Massachusetts  02115
(857) 256-0079
___________________________________
(Former name or address, if changed since last report)
Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))

 
1

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

On March 11, 2016, we amended our Amended and Restated Certificate of Incorporation.  This action was taken by means of an action by consent of stockholders owning approximately 89% of our issued and outstanding Common Stock and 100% of our issued and outstanding Class A Common Stock.  The Certificate of Amendment reduced the authorized number of shares of our Common Stock from 30,000,000 to 11,000,000, and reduced the number of shares of Common Stock designated as Class A Common Stock from 1,300,000 to 1,161,116.  The Certificate of Amendment also reduced the authorized number of shares of our Preferred Stock from 3,000,000 to 1,000,000.

The Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached to this Report on Form 8-K as Exhibit 3.1.

 
ITEM 5.07                            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 11, 2016, our stockholders approved, by means of a written consent in lieu of a special meeting, an action to amend our Amended and Restated Certificate of Incorporation.  The terms of the amendment are described in Item 5.03 in this Report on Form 8-K and the Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached to this Report on Form 8-K as Exhibit 3.1.
 

ITEM 9.01.            FINANCIAL STATEMENTS AND EXHIBITS.

(d)                      Exhibits.

Exhibit
Number                                                                                Exhibit Title

3.1 Second Certificate of Amendment to Amended and Restated Certificate of Incorporation.





SIGNATURES

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

                                                                                                                                                      BOSTON OMAHA CORPORATION
                                                                                                                                                      (Registrant)

By :  /s/ Alex B. Rozek
Alex B. Rozek, Co-Chief Executive Officer  
Date: March 14, 2016
 
2
Exhibit 3.1
 
SECOND CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BOSTON OMAHA CORPORATION

Boston Omaha Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the " General Corporation Law "), hereby certifies as follows:

1.              The present name of the corporation (hereinafter called the " Corporation ") is Boston Omaha Corporation.
2.              The Corporation was originally incorporated by filing its Certificate of Incorporation pursuant to the General Corporation Law on March 16, 2015 under the name Boston Omaha Corporation, and the Corporation filed an Amended and Restated Certificate of Incorporation in the office of the Secretary of the State of Delaware on June 18, 2015 and filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation in the officer of the Secretary of the State of Delaware on October 19, 2015 (collectively, the " Certificate of Incorporation ").
3.              The amendment to the Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law by (i) unanimous written consent of the Board of Directors of the Corporation, who declared such amendment advisable, and (ii) written consent of a majority of the outstanding shares of the Common Stock, par value $0.001 per share of the Corporation and the Class A Common Stock, par value $0.001 per share of the Corporation, all voting together as a separate class, which represents a majority of the outstanding voting power of all classes and series of capital stock of the Corporation entitled to vote on the matters set forth herein, in accordance with Section 228 of the General Corporation Law.
4.              That the Certificate of Incorporation of the Corporation be, and hereby is, amended as follows:
(a)              That the first paragraph of Article FOURTH of the Certificate of Incorporation of the Corporation be, and hereby is, deleted in its entirety and replaced with the following:
"The total number of all shares of all classes of stock which the Corporation shall have authority to issue is twelve million (12,000,000) shares, consisting of: (i) eleven million (11,000,000) shares of Common Stock, $0.001 per share (" Common Stock "), of which one million one hundred sixty one thousand one hundred sixteen (1,161,116) shares are designated "Class A Common Stock" (" Class A Common Stock "); and (ii) one million (1,000,000) shares of Preferred Stock, $0.001 par value per share (" Preferred Stock ")."

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IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer this 11 th day of March, 2016.

BOSTON OMAHA CORPORATION


By: /s/ Alex B. Rozek                                                                                     
Name: Alex B. Rozek
Title:  Co-Chief Executive Officer