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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 23, 2018
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Major League Football, Inc. (MLFB) |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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000-51132 |
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20-1568059 |
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(State or other jurisdiction of Incorporation or Organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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7319 Riviera Cove, #7, Lakewood Ranch, FL |
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34202 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code : (941) 210-7546 |
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_____________________________________________ |
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(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))
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Item 2.02
Results of Operations and Financial Condition
On August 1, 2018, the registrant filed Form 12b-25 related to its Form 10K for the fiscal year ended April 30, 2018. The registrant is still unable to pay its independent registered accounting firm and therefore will not have its Form 10K filed by August 31, 2018. The independent registered accounting firm has advised the registrant that they will require approximately 4 weeks from payment of fees to complete the audit. The registrant affirms no material change to its audited financial statements for fiscal year end April 30, 2017, nor for the fiscal 2018 quarterly unaudited financial statements through January 31, 2018.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 23, 2018, the registrant submitted for filing a Certificate of Amendment to its Certificate of Incorporation. The only change is the designation of the $50 million of convertible preferred stock to common stock, with the same class and par value as the existing $150 million of common stock. This re-designation does not alter the 200 million authorized shares in the Certificate of Incorporation. A copy of the Certificate of Amendment is attached as an exhibit.
The registrant is taking this action in order to obtain long term funding to keep the Company viable for its shareholders. This action does not negatively affect the rights of existing shareholders.
Exhibits
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Exhibit No. |
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Description |
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Amendment of Certificate of Incorporation dated August 23, 2018 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MAJOR LEAGUE FOOTBALL, INC. |
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By: |
/s/ Francis J. Murtha |
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Senior Executive VP |
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Dated: August 24, 2018 |
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EXHIBIT 99.5
CORPORATE RESOLUTION OF MAJOR LEAGUE FOOTBALL, INC.
(The “Company”)
NOW THEREFORE BE IT RESOLVED THAT:
On August 23, 2018 MLFB approved the submission of a Certificate of Amendment to its Certificate of Incorporation. The only change is the designation of the 50 million of convertible preferred stock to common stock, with the same class and par value as the existing 150 million of common stock. This re-designation does not alter the 200 million authorized shares in the Certificate of Incorporation.
MLFB is taking this action in order to receive long term funding to keep the Company viable for its shareholders. This action does not negatively affect the rights of existing shareholders.
This is what the Company’s records show.
The foregoing resolution was authorized by the sole corporate officer of the Company.
Dated: August 23, 2018
/Francis J. Murtha/
______________________________
Frances J. Murtha
Senior Executive Vice President
EXHIBIT 99.6
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
Major League Football, Inc., a corporation organized and existing under and by virtual o the General Corporation Law of the State of Delaware does hereby certify:
First: That the name of this corporation (the “ Corporation ”) is Major League Football, Inc.
Second : That the certificate of incorporation of the Corporation (the “ Certificate of Incorporation ”) was originally filed with the Delaware Secretary of State on August 16, 2004, as amended on June 5, 2014 and on November 12, 2014.
Third : That the sole remaining Officer of the Corporation, and without a Board of Directors appointed, has authorized a corporate resolution which adopts the following amendment to the Certificate of Incorporation as previously amended. In so doing, the sole Office is acting in the best interests of the Corporation and asserts that this action is necessary to prevent immediate and permanent harm to the existing shareholders
Fourth : That Article Fourth of the Certificate of Incorporation, as amended, is further amended to read in its amended first paragraph as follows:
The total number of shares of all classes of stock which the Corporation shall have authority to issue shall remain two hundred million (200,000,000) share and that all two hundred million (200,000,000) shares shall be designated as common stock, par value $0.001 par share (the “common stock”). The prior authorized designated fifty million (50,000,000) shares of convertible preferred stock, par value $0.001 per share shall be converted to common stock which fifty million (50,000,000) shares shall be included within the total authorized and issued shares. All of the two hundred million (200,000,000) shares shall thereafter be of one class.
For purposes of clarity, after the conversion of the preferred shares into common shares, the Corporation shall have authority to issue common stock in the total amount of two hundred million (200,000,000) shares.
Fifth: This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective on September 4 th at 5:00 p.m.
Sixth : That, due to exigent circumstances, in which prompt action must be taken in order to save the Corporation from a total shutdown and immediate harm to its shareholders, no vote of shareholders has been taken. Notice to the shareholders will be simultaneously provided to shareholders by the filing of a Form 8K with the Securities and Exchange Commission. Thereafter, the corporate resolution authorizing this action will be submitted to a vote for ratification once a Board is appointed and a shareholder meeting is scheduled.
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Seventh : That said amendment to the Certificate of Incorporation could not be adopted in accordance with Section 241 of the General Corporation Law of the State of Delaware for the reason set forth herein.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 23 rd day of August, 2018.
| MAJOR LEAGUE FOOTBALL, INC. | |||
| By: | /s/ Francis J. Murtha | ||
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Francis J. Murtha | |
| Senior Executive Vice President and Sole Officer | |||