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
    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.

 

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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  
     
     
     
  By: /s/  Joseph Kowal  
    Name: Joseph Kowal  
    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: __________
  (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.

 

1
 

 

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.

 

 

  SSTL, INC.
   
   
  By: _/s/ Joseph Kowal_
       Joseph Kowal, Executive Chairman

 

 

 

 

 

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