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 17, 2017
ANVIA
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-55673
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81-3416105
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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Level
9, 127 Creek Street
Brisbane
QLD 400, Australia
Tel.
614 3922 2377
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
c/o
INC. PLAN (USA)
TROLLEY
SQUARE, SUITE 20C
WILMINGTON,
DE 19806
Tel.
800-462-4633
(Name,
address, including zip code, and telephone number,
Including
area code, of agent for service)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ANVIA
HOLDINGS CORPORATION
Form
8-K
Current
Report
ITEM
5.02
Departure of Directors or Principal Officers; Election of Directors
On
March 17, 2017, Waleed Badurik was appointed as a Director and the Chief Technology Officer of Anvia Holdings Corporation (the
“Company”).
Waleed
Badurik, age 35, obtained bachelor degree in Computer Engineering from University of Science and Technology KSA and he pursued
and obtained Masters of Science in Computer & Information Engineering from IIU, Malaysia. In addition to academic qualifications,
Waleed obtained professional qualifications from Cisco, Microsoft and other institutions for Network, Security and Performance
Management aspects. Prior to joining Anvia Holdings Corporation as a Director and its Chief Technology Officer (CTO), Waleed worked
in diverse roles with large conglomerates in Middle East and Australia. He started as Network Specialist and moved up the career
in positions such as Network & Security Manager, Director of Customer Support and Systems Director. Mr. Badurik has been managing
ICT projects from small, large and multinational companies and involved throughout the Product Life Cycle. He has supervised the
development of more than 5 different software and mobile applications across different platforms.
ITEM
5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Series
A Preferred Stock
On
March 15, 2017, as approved by the Company’s Board of Directors and holders of a majority of its Common Stock, the Company
filed a Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Delaware (the “Certificate
of Designation”) designating 1,000 shares of its authorized preferred stock as Series A Preferred Stock. The shares of Series
A Preferred Stock have a par value of $0.0001 per share. The Series C Preferred Shares do not have a dividend rate or liquidation
preference and are not convertible into shares of common stock.
For
so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as
a class, shall have voting power equal to 51% of the total vote (representing majority voting power) on all shareholder matters
of the Company. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series
A Preferred Stock.
Additionally,
the Company is prohibited from adopting any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, making
any changes to the Certificate of Designation establishing the Series A Preferred Stock, or effecting any reclassification of
the Series C Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred
Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually
or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.
This
brief description of the Certificate of Designation is only a summary of the material terms and is qualified in its entirety by
reference to the full text of the form of the Certificate of Designation as attached to this Current Report on Form 8-K as Exhibit
3.1.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description
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3.1
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Series
A Certificate of Designation of Anvia Holdings Corporation filed with the Secretary of State of Delaware on March 8, 2017
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ANVIA
HOLDINGS, INC.
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Date:
March 17, 2017
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By:
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/s/
Ali Kasa
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Ali
Kasa
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Chief
Executive Officer
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ANVIA
HOLDINGS CORPORATION
CERTIFICATE
OF DESIGNATION,
PREFERENCES,
RIGHTS AND LIMITATIONS OF
SERIES
“A” PREFERRED STOCK
Pursuant
to Section 151 of the General
Corporation
Law of the State of Delaware
Anvia
Holdings Corporation (hereinafter referred to as the “Corporation”), a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 of the General Corporation
Law of the State of Delaware, as amended, does HEREBY CERTIFY that the following resolution has been duly adopted by the Board
of Directors of the Corporation:
RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions
of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), there is hereby created,
out of the 20,000,000 shares of Preferred Stock, par value $.0001 per share, of the Corporation (the “Preferred Stock”),
a series of Preferred Stock of the Corporation, to be designated “Series A Preferred Stock,” consisting of one thousand
(1000) shares, which series shall have the following voting powers, designations, preferences and relative, participating, optional
and other rights, and the following qualifications, limitations and restrictions (in addition to the powers, designations, preferences
and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock):
SECTION
1. DESIGNATION AND SIZE OF ISSUE.
(A)
The designation of the series of Preferred Stock shall be “Series A Preferred Stock” (herein referred to as the “Series
A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall be one thousand (1000) shares.
(B)
Any share of Series A Preferred Stock which at any time has been redeemed or otherwise reacquired by the Corporation shall, after
such redemption or other acquisition, resume the status of authorized and unissued shares of Preferred Stock, without designation
as to series, until such share is once more designated as part of a particular series by the Board of Directors.
SECTION
2. VOTING RIGHTS OF SPECIAL VOTING PREFERRED STOCK.
(A)
GENERAL. The holders of the Series A Preferred Stock will have the voting rights as described in this Section 2 or as required
by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately
as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote.
(B)
SPECIAL CLASS VOTE. Notwithstanding the foregoing or any other provision of the Certificate of Incorporation, the Corporation
shall not, without the consent of the sixty-percent (60%) of the holders of the Series A Preferred Stock, voting as a separate
class, (i) alter or change the provisions of the Certificate of Incorporation (whether by amendment, merger or otherwise) so as
to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock, or (ii) create or issue
additional shares of Series A Preferred Stock.
SECTION
3. LIQUIDATION. In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the shares of Series
A Preferred Stock shall not be entitled to participate in any distribution of assets of the Corporation. For the purposes of this
Section 3, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of
all or substantially all of the property or assets of the Corporation, nor the consolidation or merger of the Corporation with
or into one or more other entities, shall be deemed to be a liquidation, dissolution or winding-up of the Corporation.
SECTION
4. DIVIDENDS. The holder of the Series A Preferred Stock shall not be entitled to receive any dividends, whether payable in cash,
in property or in shares of capital stock of the Corporation.
SECTION
5. CONVERSION OR EXCHANGE. The holder of the shares of Series A Preferred Stock shall not have any rights hereunder to convert
such share into, or exchange such share for, shares of any other series or class of capital stock of the Corporation or of any
other person.
SECTION
6. REDEMPTION. The shares of Series A Preferred Stock shall not be subject to redemption.
SECTION
7. TRANSFER PROVISIONS. The shares of Series A Preferred Stock, and any interest therein, may not be transferred, assigned or
otherwise disposed of without the prior approval of the Board of Directors of the Corporation. Any attempted transfer, assignment
or other disposition in violation of this provision shall be void and of no force or effect.
IN
WITNESS WHEREOF, the Corporation has caused this certificate to be signed and attested this 28th day of February,
2017.
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ANVIA HOLDINGS CORPORATION
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By:
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/s/
Ali Kasa
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Name:
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Ali
Kasa
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Title:
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President
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