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): February 12, 2016

 

DARKSTAR VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Commission File No.:  333  -  176969  

 

 

 

Nevada 26-0299456
(State of Incorporation) ( I.R.S. Employer Identification No.)
   
410 Park Avenue, New York, NY 10022
(Address of Principal Executive Offices) (ZIP Code)

 

Registrant's Telephone Number, including area code: 866-360-7565

 

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 (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))

 

 

 

 

 

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

 

On February 16, 2016, Darkstar Ventures, Inc. (the "Registrant"), filed a Preliminary Information Statement on Schedule 14C (the "Information Statement") in connection with an action taken by the Registrant's Board of Directors and the holder of a majority of the issued and outstanding shares of common stock of the Company (the "Majority Consenting Stockholder") who, together, executed a joint written consent on February 12, 2016, a copy of which was attached as Exhibit A to the Information Statement, to authorize and approve a Certificate of Amendment to the Registrant's Articles of Incorporation to increase the authorized capital stock of the Corporation from five hundred and five million (505,000,000) shares (the "Capital Stock"), consisting of five hundred million (500,000,000) shares of common stock, par value $0.0001 (the "Common Stock") and five million (5,000,000) shares of preferred stock, par value $0.0001 (the "Preferred Stock"), to an authorized capital stock of the Corporation of two billion and five million (2,005,000,000) shares consisting of two billion (2,000,000,000) shares of Common Stock and five million (5,000,000) shares of Preferred Stock. The Board of Directors shall have the authority to establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock, without any further action or approval of our stockholders. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1(ii).

 

Item 9.01 Financial Statements and Exhibits

Exhibit Description
Exhibit 3.1(ii) Certificate of Amendment to Articles of Incorporation dated February 12, 2016, filed herewith.

 

 

  1  

 

 

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.

 

    DARKSTAR VENTURES, INC.
    (a Nevada corporation)
       
    By: /s/ Avraham Bengio
     Name, Title: Avraham Bengio, President
February 16, 2016   
         

 

  2  

 


STATE OF NEVADA
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

 

DarkStar Ventures, Inc., a corporation organized and existing under and by virtue of the NRS 78 of the State of Nevada does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of DarkStar Ventures, Inc. (the "Corporation") resolutions were duly adopted setting forth a proposed amendment of the Articles of Incorporation of said Corporation, declaring said amendment to be advisable and based upon the written consent of stockholder of said Corporation holding a majority of the outstanding shares of common stock for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Articles of Incorporation of this Corporation be amended by changing the ARTICLE 9 so that, as amended, said Article shall be and read as follows:

 

"ARTICLE 9: The Corporation shall be authorized to issue two billion and five million (2.005,000,000) shares of capital stock, of which two billion (2,000,000,000) shares shall be shares of common stock, par value $0.0001 per share (“Common Stock”) and five million (5,000,000) shares shall be shares of preferred stock, par value of $0.0001 per share, which may be issued in one or more series (“Preferred Stock”). The Board of Directors of the Corporation is authorized to fix the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any series thereof pursuant to NRS 78.195."

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, and based upon the written consent of holder of a majority of the shares of common of said Corporation in accordance with section 78.320 of Nevada Revised Statutes, the necessary number of shares as required by statute, were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of NRS 78 of the State of Nevada.

 

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 12th day of February 2016.

 

By:  /s/ Avraham Bengio
Name: Avraham Bengio
Title: Chief Executive Officer, Chief Financial Officer and Sole Director