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): April 13, 2017

 

CODE GREEN APPAREL CORP.  

(Exact name of registrant as specified in its charter)  

 

 

Nevada 333-206089 80-0250289

(State or other jurisdiction  

of incorporation)

 

(Commission File  

Number)

 

(I.R.S. Employer  

Identification No.)

 

 

 

31642 Pacific Coast Highway, Ste 102  

Laguna Beach, CA 92651  

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (877) 753-6377

 

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

 

Certificate of Amendment to Articles of Incorporation 

 

On April 12, 2017, the Board of Directors of Code Green Apparel Corp., a Nevada corporation (the “ Company ”) and the Company’s majority shareholder (i.e., George J. Powell, III, the Company’s Chief Executive Officer and Director, who holds (i) 1,000 shares of Series A Preferred Stock, which provides the holder thereof the right to vote 51% of the vote on all shareholder matters and (ii) 89,115,016 shares of the Company’s outstanding common stock), via a written consent to action without meeting, approved the filing of a Certificate of Amendment to our Articles of Incorporation to increase the authorized common stock of the Company, from one billion (1,000,000,000) shares of common stock, $0.001 par value per share, to one billion, nine hundred and ninety million (1,990,000,000) shares of common stock, $0.001 par value share (the “ Amendment ”). 

 

The Amendment did not change (a) the number of authorized shares of our preferred stock, which remained ten million (10,000,000) shares of preferred stock, $0.001 par value per share; (b) the rights of our Board of Directors to designate the rights and preferences of such preferred stock (as further described in our Articles of Amendment, as amended); or (c) the previously designated series of our preferred stock. 

 

On April 13, 2017, the Company filed the Amendment with the Nevada Secretary of State, which became effective on the same date. 

 

Item 9.01. Financial Statements and Exhibits. 

 

Exhibit No. Description
   
3.1* Certificate of Amendment to the Articles of Incorporation of Code Green Apparel Corp. (increasing the authorized capitalization to 2,000,000,000 shares, representing 1,990,000,000 shares of common stock and 10,000,000 shares of preferred stock), as filed with the Secretary of State of Nevada on April 13, 2017

 

* Filed herewith. 

 

 

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.

 

 

 

  Code Green Apparel Corp.
   
   
Date:   April 13, 2017 By: /s/ George J. Powell, III  
    George J. Powell, III
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 
 

 

 

EXHIBIT INDEX

 

 

 

Exhibit No. Description
   
3.1* Certificate of Amendment to the Articles of Incorporation of Code Green Apparel Corp. (increasing the authorized capitalization to 2,000,000,000 shares, representing 1,990,000,000 shares of common stock and 10,000,000 shares of preferred stock), as filed with the Secretary of State of Nevada on April 13, 2017

 

* Filed herewith. 

 

 

 

 

 

 

 



 

 

  CODE GREEN APPAREL CORP. 8-K

 

Exhibit 3.1

 

 

 

 

 

 

 

Article 3. SHARES   of the Corporation’s Articles of Incorporation (as amended) is hereby amended and restated as follows, which shall not have any effect on the Corporation’s previously designated series of preferred stock: 

 

“ Article 3.   SHARES 

 

Effective as of the effective date set forth under “ Effective date and time of filing ” on this Certificate of Amendment to Articles of Incorporation (or in the absence of such date, on the date such Amendment to the Articles of Incorporation is filed with the Secretary of State of Nevada) (the “ Effective Time ”), the Corporation shall have Two Billion (2,000,000,000) shares of capital stock authorized. The Corporation is authorized to issue two (2) classes of shares, designated “ Common Stock ” and “ Preferred Stock. ” The total number of shares of Common Stock authorized to be issued is One Billion Nine Hundred and Ninety Million (1,990,000,000) shares, $0.001 par value per share. The total number of shares of Preferred Stock authorized to be issued is  Ten Million (10,000,000)  shares, $0.001 par value per share. 

 

Shares of Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Corporation (“ Board of Directors ”) prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock designation.”