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): November 5, 2018

 

VIKING ENERGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-29219

 

98-0199508

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

15915 Katy Freeway

Suite 450

 

77094

(Address of principal executive offices)

 

(Zip Code)

 

(281) 404 4387

(Registrant’s telephone number, including area code) 

 

_______________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box 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. ¨

 

 
 
 
 

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

 

On November 5, 2018, Viking Energy Group, Inc. (the “Company”) amended its Articles of Incorporation in the State of Nevada to increase the number of shares of common stock the Company is authorized to issue to 500,000,000 shares.

 

The foregoing description of the amendment to the Company’s Articles of Incorporation is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to, and incorporated by reference in, this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

The exhibits listed in the following Exhibit Index are filed as part of this report.

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment filed November 5, 2018.

 

 
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 hereunto duly authorized.  

 

 

VIKING ENERGY GROUP, INC.

                    (Registrant)

 

 

 

 

 

Date: November 6, 2018

By:

/s/ James A. Doris

 

Name:

James A. Doris

 

Title:

President and Chief Executive Officer

 
 
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EXHIBIT 3.1

 

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 corporation:

 

Viking Energy Group, Inc.

 

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

 

Article III – Authorization to Issue Capital Stock

 

The aggregate number of shares which the Corporation shall have the authority to issue is Five Hundred Million (500,000,000) shares of Common Stock, having a par value of $0.001 per share, and Five Million (5,000,000) shares of Preferred Stock, having a par value of $0.001 per share. . . . - CONTINUED ON THE ATTACHED EXHIBIT A.

  

3.

 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:

 

 

 78%

 

4.

Effective date and time of filing: (optional)

 Date:

 

 

 Time:

 

 

 

(must not be later than 90 days after the certificate is filed)

 

5. Signature: (required)
   

X /s/ James Doris                                                                                          

Signature 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 fees.

 Nevada Secretary of State Amend Profit-After

Revised: 1-5-15

 

 

 

Reset

 

 

 

1

 
 

 

Exhibit A

 

ARTICLE III

AUTHORIZATION TO ISSUE CAPITAL STOCK

 

The aggregate number of shares which the Corporation shall have the authority to issue is Five Hundred Million (500,000,000) shares of Common Stock, having a par value of $0.001 per share, and Five Million (5,000,000) shares of Preferred Stock, having a par value of $0.001 per share. All Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. The Corporation shall have authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Corporation. Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the extent now or hereafter permitted by the Nevada Revised Statutes. The Corporation’s prior Certificates of Designation on file with the State of Nevada for such series of Preferred Stock, as they may have been amended, are hereby retained and ratified. Full-paid stock of the Corporation shall not be liable to any further call or assessment.

 

 

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