UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 0R 15 (D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
July
30, 2014 (July 14, 2014)
Date
of Report (Date of earliest event reported)
Petron
Energy II, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
333-160517 |
26-3121630 |
(State
or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
17950
Preston Road, Suite 960
Dallas,
Texas 75252
(Address
of principal executive offices)
(972)
272-8190
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 (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)) |
Page - 1
PETRON ENERGY
II, INC.
Form 8-K
Current
Report
ITEM 5.03 AMENDMENTS
TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR
Decrease
in Authorized Shares
On
July 14, 2014, the Company, by and through its Board of Directors and with written consent of a majority of its shareholders entitled
to vote, effectuated a decrease in the total number of authorized stock of the Corporation from 25,010,000,000 to 2,010,000,000
shares consisting of: (i) 2,000,000,000 shares of common stock, par value $0.00001 per share; and (ii) 10,000,000 shares of preferred
stock par value $0.001 per share.
The
above description of the amendment to the Company’s Articles of Incorporation (the “Amendment”) is intended
as a summary only and which is qualified in its entirety by the terms and conditions set forth therein, and may not contain all
information that is of interest to the reader. For further information regarding the terms and conditions of the Amendments, this
reference is made to such Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by this reference.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
| |
|
Exhibit No.
|
Description of Exhibit |
3.1 |
July
14, 2014 Amendment to Articles of Incorporation. |
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 thereunto duly authorized.
Date: July
30, 2014
| |
Petron Energy II, Inc.
|
| |
By: /s/ Floyd L. Smith |
| |
Floyd L. Smith |
| |
Chief Executive Officer |
Page - 2
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:
PETRON
ENERGY II, INC.
[NV20081373l94]
2.
The articles have
been amended as
follows: (provide article numbers,
if available)
Authorized
shares of the Corporation
decreased from 25,010,000,000
shares to 2,010,000,000
shares.
(See
attached) Article 3, "Authorized
Stock" and Article
IV., are hereby
amended as follows:
3.
The vote by
which the stockholders
holding shares in
the corporation entitling
them to exercise a
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: 51%
4.
Effective date of filing:
(optional)
(must
not be later
than 90 days
after the certificate
is filed)
5.
Signature:(required)
*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.
This
form must be
accompanied by appropriate
fees.
Nevada Secretary of State
Amend Profit-After
Revised:
3-6-09
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
(continued)
“3.
Authorized Stock: (number of shares corporation is authorized to issue):
Number
of shares with par value: 2,010,000,000
Par
value per share of Common Stock: $0.00001
Par
value per share of Preferred Stock: $0.001
Number
of shares without par value: 0”
“ARTICLE
IV.
The
total number of shares of stock that the Corporation shall have authority to issue is 2,010,000,000, consisting of 2,000,000,000
shares of common stock, par value $0.00001 per share (“Common Stock”), and 10,000,000 shares of preferred stock par
value $0.001 per share (“Preferred Stock”).
Shares
of Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which shall have such 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 the directors (the “Voting Stock”),
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.
The
amendments described herein shall have no effect whatsoever on any of the Corporation’s previously designated series of
preferred stock, including the preferences, limitations and rights associated therewith, which series of preferred stock shall
remain in full force and effect following the effectiveness of the amendments described above and it shall be treated for all
purposes as though such Certificates of Designation are incorporated by reference herein and restated herein in their entirety.