UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  May 19, 2016

COSTO INC.
(Exact name of registrant as specified in its charter)


Nevada
333-201851
32-0440076
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

Suite 1105, 11th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong
(Address of principal executive offices, zip code)

Registrant's telephone number, including area code  (852) 2468 - 3012

 Not applicable.
(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 (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.

In connection with Costo Inc.’s (the “Company”) desire to expand its business, the Company filed Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Nevada on May 23, 2016, (the “Amended and Restated Articles”) to:

(1)
 
Change the Company’s corporate name from COSTO INC. to UNION BRIDGE INVESTMENT LIMITED;
 
 
 
(2)
 
Increase the number of authorized shares of common stock, $0.001 par value from 75,000,000 to 1,000,000,000;
 
 
 
(3)
 
Create a class of preferred stock consisting of 20,000,000 shares, the designations and attributes of which are left for future determination by our board of directors (“Preferred Stock”); and
     
(4)
 
Effect a 1 for 5 forward stock split of the Company’s issued and outstanding common stock.
 
The Amended and Restated Articles do not make any material changes to the Company’s existing Articles of Incorporation, other than incorporating the amendments described above and as set forth in the Amended and Restated Articles.

These actions were approved by the Company’s board of directors by written consent in lieu of a meeting on May 19, 2016, and the holders of a majority of its common stock approved these actions by written consent in lieu of a meeting on May 19, 2016 (the “ Written Consent ”) in accordance with the relevant sections of the Nevada Revised Statutes.  The Company has filed a notice regarding the Amended and Restated Articles and the Company’s symbol change with The Financial Information Regulatory Association, Inc. (“FINRA”). The Amended and Restated Articles are not effective until approved by FINRA. The Company intends to request a new symbol from FINRA to reflect its new corporate name and will file an updated Form 8-K upon FINRA acceptance and approval of the Amended and Restated Articles and issuance of a new trading symbol.

There will be no mandatory exchange of stock certificates.  Following the name change and forward stock split, the share certificates which reflect the Company’s prior name will continue to be valid.   Once FINRA has approved the company actions effectuating the forward stock split, stockholders will be issued a new stock certificate reflecting the additional shares issuable as part of the of the forward stock split. In addition, c ertificates reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer to the Company’s transfer agent, Globex Transfer LLC.

Fiscal Year End Change

On May 19, 2016, the Company’s Board of Directors  approved a change in its Fiscal Year from November 30 to December 31 to be more efficient for administrative purposes.  The change in fiscal year will become effective for the Company’s 2016 fiscal year which began January 1, 2016 and will end December 31, 2016. The Company plans to file a transition report on Form 10-QT for the four-month period from March 1, 2016 through June 30, 2016.

Item 9.01.                      Financial Statements and Exhibits.

(d)
Exhibits
 
Exhibit No.
Description
   
3.1
 
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.

 
 
COSTO INC.
 
 
 
 
 
Date: May 25, 2016
 By:
/s/ Moana Ho
 
 
 
Moana Ho, Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
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Exhibit 3.1
 
 
 
 
AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

COSTO INC.

Pursuant to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), COSTO INC., a Nevada corporation (the "Corporation") hereby amends and restates its Articles of Incorporation as follows:

ARTICLE I - NAME

        The name of the corporation is: UNION BRIDGE HOLDINGS LIMITED (the "Corporation").

ARTICLE II - PURPOSE

The Corporation is organized for the purpose of engaging in any business, trade or activity which may be lawfully conducted or permitted by a corporation organized under Nevada General Corporation Law, Chapter 78 of the Nevada Revised Statutes.  The Corporation also shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purpose or purposes of this Corporation.

ARTICLE III - DURATION

The duration of the Corporation’s existence shall be perpetual.
ARTICLE IV - CAPITAL STOCK

        Section 1.  Authorized Capital Stock .  The aggregate number of shares which the Corporation shall have the authority to issue is 1,020,000,000 shares, of which 1,000,000,000 shares shall be Common Stock, par value $.001 per share (the "Common Stock"), and 20,000,000 shares shall be Preferred Stock, par value $.001 per share (the "Preferred Stock").

        Section 2.  Preferred Stock .  The Board of Directors is authorized at any time, and from time to time, to provide the for the issuance of shares of Preferred Stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred Stock or any series thereof. For each series, the Board of directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:

             (a)  The rate and manner of payment of dividends, if any;

             (b)  Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
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             (c)  The amount payable upon shares in the event of liquidation, dissolution or other winding-up of the Corporation;

             (d)  Sinking fund provisions, if any, for the redemption or purchase of shares;

             (e)  The terms and conditions, if any, on which shares may be converted or exchanged;

             (f)  Voting rights, if any; and

             (g)  Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Florida.

        The Board of Directors shall have the authority to determine the number of shares that will comprise each series.

        Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the Corporation shall file such documents with the State of Nevada as may be required by law.

Section 3. Forward Stock Split . On the Effective Date of these Amended and Restated Articles of Incorporation, the Corporation will effect a Forward Stock Split pursuant to which every one (1) issued and outstanding share of the Corporation's previously authorized common stock, par value $0.001 per share (the “Old Common Stock”) shall be reclassified and converted into five (5) validly issued, fully paid and non-assessable shares of common stock, par value $0.001 (the “New Common Stock”).  Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby.  No cash will be paid or distributed as a result of aforementioned Forward Stock Split of the Corporation’s Common Stock, and no fractional shares will be issued.  All fractional shares which would otherwise be required to be issued as a result of the Forward Stock Split will be rounded up to a whole share.

ARTICLE V - NO PREEMPTIVE RIGHTS

No preemptive rights to acquire additional securities issued by the Corporation shall exist with respect to shares of stock or securities convertible into shares of stock of the Corporation, except to the extent otherwise provided by contract.

ARTICLE VI - NO CUMULATIVE VOTING

At each election for directors, every stockholder entitled to vote at such election has the right to vote in person or by proxy the number of shares held by such stockholder for as many persons as there are directors to be elected.  No cumulative voting for directors, however, shall be permitted.

ARTICLE VII - BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person. The manner of election and qualifications shall be provided in the Bylaws of the Corporation. The exact number of directors shall be fixed from time to time by the Board of Directors pursuant to resolution adopted by a majority of the full Board of Directors.
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ARTICLE VIII - BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws or adopt new Bylaws.  Nothing herein shall deny the concurrent power of the stockholders to adopt, alter, amend or repeal the Bylaws.

ARTICLE IX - LIMITATION OF DIRECTORS’ LIABILITY

A director shall have no liability to the Corporation or its stockholders for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by the director, or for conduct violating NRS 78.138(7), or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.  If Nevada General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by Nevada General Corporation Law as so amended.  Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

ARTICLE X - INDEMNIFICATION

        Section 1.  Right to Indemnification .  Each person (including here and hereinafter, the heirs, executors, administrators or estate of such person) (1) who is or was a director or officer of the Corporation or who is or was serving at the request of the Corporation in the position of a director, officer, trustee, partner, agent or employee of another corporation, partnership, joint venture, trust or other enterprise, or (2) who is or was an agent or employee (other than an officer) of the Corporation and as to whom the Corporation has agreed to grant such indemnity, shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, costs and expenses, including attorneys' fees, asserted against him or incurred by him in his capacity as such director, officer, trustee, partner, agent or employee, or arising out of his status as such director, officer, trustee, partner, agent or employee. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorney's fees, whether or not the Corporation would have the legal power to directly indemnify him against such liability.

        Section 2.  Advances .  Costs, charges and expenses (including attorneys' fees) incurred by a person referred to in Section 1 of this Article X in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of directors and officers of the Corporation, shall be paid) by the Corporation in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized by this Article X, and upon satisfaction of other conditions established from time to time by the Board of Directors or which may be required by current or future legislation (but, with respect to future legislation, only to the extent that it provides conditions less burdensome than those previously provided).
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        Section 3.  Savings Clause .  If this Article X or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each director and officer of the Corporation to the fullest extent permitted by all portions of this Article VI that has not been invalidated and to the fullest extent permitted by law.

Effective Date . The effective date of these Amended and Restated Articles of Incorporation shall be the date of filing with the Nevada Secretary of State.

Adoption of Amendment .  The foregoing Amended and Restated Articles of Incorporation was approved by the Board of Directors of the Corporation by unanimous written consent in lieu of meeting on May 19, 2016.

The Amended and Restated Articles of Incorporation were approved by the written consent of holders a majority of our outstanding common stock, our only voting group, on May 19, 2016. The number of votes cast for the amendment was sufficient for approval by holders of common stock, our only voting group.

IN WITNESS WHEREOF,  the undersigned has executed these Amended and Restated Articles of Incorporation as of May 19, 2016.

 
 
COSTO INC.
 
 
By:  /s/ Moanan Ho
Moana Ho, President and Chief Executive Officer
 
 

 
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