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):
June 2, 2015
ZENOVIA DIGITAL EXCHANGE CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Nevada |
333-177792 |
20-4168979 |
(State of Organization) |
(Commission File Number) |
(I.R.S. Employer |
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Identification No.) |
3141 Fairview Park Drive, Suite 160, Falls
Church, Virginia 20042
(Address of principal executive offices)
Registrant's telephone number, including area
code: (804) 306-8217
SSTL, INC.
(Former name or 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Merger Act (17 CFR 240.14a -12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Merger Act (17 CFR 240.14d -2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Merger Act (17 CFR 240.13e -4(c))
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June 4, 2015, David Moser resigned
from his position as the Secretary of Zenovia Digital Exchange Corporation (the “Company”). In submitting
his resignation, Mr. Moser did not express any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2015, the Company filed an amendment
to the Company’s Articles of Incorporation whereby the Company’s name changed to “Zenovia Digital Exchange Corporation”
and the authorized shares of common stock was increased to 1,000,000,000.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
3.1 |
Amendment to the Articles of Incorporation, as filed with the Secretary of State of the State of Nevada on June 2, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 8, 2015 |
ZENOVIA DIGITAL EXCHANGE CORPORATION |
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By: |
/s/ Joseph Kowal |
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Name: Joseph Kowal |
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Title: Executive Chairman |
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Exhibit 3.1
1. Name of corporation:
SSTL, INC.
2. The articles have been amended as follows: (provide article numbers, if available)
Article 1 is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following: The name of the Corporation shall be Zenovia Digital Exchange Corporation.
The first sentence of Article 3 is hereby amended by deleting it
in its entirety and inserting in lieu thereof the following: The Corporation shall have the authority to issue 1,000,000,000 (one
billion) shares of Common Stock, par value $0.001 per share, and 25,000,000 (twenty-five million) shares of Preferred Stock, par
value $0.001 per share.
**(Please see full description of amendments attached hereto and
made part hereof)**
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: 65%
4. Effective
date and time of filing: (optional) |
Date: __________ Time: __________ |
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(must not be later than 90 days after the certificate is filed) |
5. Signature: (required)
/s/ Joe Kowal
Signature of Officer
*If any proposed
amendment would after 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.
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE
OF INCORPORATION
OF
SSTL, INC.
(Pursuant to NRS 78.385 and 78.390 - After
Issuance of Stock)
The undersigned, being
the Executive Directors of SSTL, Inc., a corporation existing under the laws of the State of Nevada, does hereby certify as follows:
| 1. | The name of the Corporation is SSTL, Inc. (the “Corporation”). |
| 2. | The Articles of Incorporation are hereby amended as follows: |
| | Article 1 is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following: The name of the Corporation shall be Zenovia Digital Exchange Corporation. |
| | The first sentence of Article 3 is hereby amended by deleting it in its entirety
and inserting in lieu thereof the following: The Corporation shall have the authority to issue 1,000,000,000 (one billion) shares
of Common Stock, par value $0.001 per share, and 25,000,000 (twenty-five million) shares of Preferred Stock, par value $0.001 per
share. |
3. The foregoing amendment
of the Articles of Incorporation of the Corporation has been duly adopted by the unanimous written consent of the Corporation’s
Board of Directors and a majority of the Corporation’s shareholders.
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment of the Corporation's Certificate of Incorporation to be signed by Joseph
Kowal, its Executive Chairman, this 2nd day of June, 2015.
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SSTL, INC. |
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By: _/s/ Joseph Kowal_ |
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Joseph Kowal, Executive Chairman |
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