SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-K/A
(Amendment No. 1)
Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 12, 2018
---------------
SITESTAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
|
Nevada
|
|
000-27763
|
|
88-0397234
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
|
|
1518 Willow Lawn Drive
|
|
|
|
|
|
Richmond, VA
|
|
|
|
23230
|
|
(Address of principal executive offices)
|
|
|
|
(Zip Code)
|
(434) 382-7366
(Registrant’s telephone number, including area code)
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))
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.
As previously reported under Item 5.07 of the Current Report on Form 8-K of Sitestar Corporation (the “Company”) filed with the Securities and Exchange Commission on January 12, 2018, the Company received, on
January
10
,
201
8
,
approval
from the holders of a majority of the outstanding shares of
C
ommon
S
tock of t
he Company to amend the Company’
s Articles of Incorporation, as amended to date, to increase the authorized shares of
C
ommon
S
tock
from Three Hundred Million (300,000,000) shares
of Common Stock
to Three Hundred Fifty Million (350,000,000) shares
of Common Stock
.
To effectuate the aforesaid amendment, on January 23, 2018, the Company filed its Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Nevada Secretary of State.
Following the filing of the Amendment, the aggregate number of shares which the Company shall have the authority to issue is Three Hundred Fifty Million (350,000,000) shares of Common Stock at $.001 par value, and Thirty Million (30,000,000) shares (unchanged) of Serial Preferred Stock at $.001 par value. A copy of the Amendment is attached hereto as
Exhibit 3.1
and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of businesses acquired – not applicable
(b) Pro forma financial information – not applicable
(c) Shell company transactions – not applicable
(d) Exhibits:
Sitestar Corporation
Exhibit Index
SIGNATURE
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.
|
Date: January 24, 2018
|
|
|
|
SITESTAR CORPORATION
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven L. Kiel
|
|
|
|
|
|
Steven L. Kiel
|
|
|
|
|
|
President & CEO
|
Exhibit 3.1
|
|
|
|
|
|
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
(PURSUANT TO 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:
Sitestar Corporation
2.
The articles have been amended as follows:
(provide article numbers, if available)
Article Fourth is hereby amended by deleting the first paragraph of Article Fourth in its entirety and substituting the following in its place and stead:
"FOURTH. The aggregate number of shares which the corporation shall have the authority to issue is Three Hundred Fifty Million (350,000,000) shares of common stock at $.001 par value, and Thirty Million (30,000,000) shares of Serial Preferred Stock at $.001 par value."
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:
149,016,571
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/ Steven L. Kiel
Signature of Officer
Steven L. Kiel, President & CEO
Exhibit 3.1
*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