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): August 24, 2018

 

HER IMPORTS

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-53810

 

Nevada   30-0802599
(State or other jurisdiction   (IRS Employer
of incorporation)   Identification No.)

 

8861 W. Sahara Ave., Suite 210, Las Vegas, NV   89117
(Address of principal executive offices)   (Zip Code)

 

702-544-0195

(Registrant’s telephone number, including area code)

 

8250 W. Charleston Blvd., Suite 110, Las Vegas, NV

( 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:

 

[  ] 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))

 

 

 

     
 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

(b)

 

On August 26, 2018, Tolanda Shorter resigned as the President of Her Imports (the “Company”) effective August 31, 2018.

 

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

 

On August 24, 2018, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Certificate of Amendment”) to its Articles of Incorporation to effect a share dividend on a non-pro rata basis, effective on the later of (i) the day following the filing for the Certificate of Amendment with the Secretary of State or (ii) the date upon which the Company complies with the requirements of the rules under the Securities Exchange Act of 1934 and the Financial Industry Regulatory Authority.

 

A copy of the Certificate of Amendment is filed as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits .

 

Exhibit

No.

  Description
3.1   Certificate of Amendment to Articles of Incorporation

 

  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.

 

  Her Imports
Registrant
     
Date: August 27, 2018 By: /s/ Barry Hall
  Name:  Barry Hall
  Title: Chief Executive Officer

 

  3  
 

 

 

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

Certificate of Amendment

(PURSUANTTO NRS 78.385 AND 78.390)  

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

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:

 

Her Imports

 

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

 

The Amended and Restated Articles of Incorporation of the Corporation are hereby amended to add the following paragraph as the last paragraph of Section 3:
 
Pursuant to Section 78.215 of the Nevada Revised Statutes, on the later of (i) the day following the filing of this Certificate of Amendment with the Secretary of State of the State of Nevada or (ii) the date upon which the Company complies with the requirements of the rules under the Securities Exchange Act of 1934 and the Financial Industry Regulatory Authority, the Corporation shall be authorized to issue as dividend to the shareholders of the Corporation as of a record date on such date shares of common stock in the amount of
 
[AMMENDMENT CONTINUED ON NEXT PAGE]

 

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:              70

 

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

 

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.

 

Nevada Secretary of State Amend Profit-After
This form must be accompanied by appropriate fees. Revised: 1-5-15

 

     
 

 

The Amended and Restated Articles of Incorporation of Section 3, continued 

 

 

of one hundred (100) shares of common stock of the Corporation per beneficial owner of common stock of the Corporation. The Board of Directors of the Corporation may define the phrase “beneficial owner” or delegate it to the officers of the Corporation.