Current Report Filing (8-k)
March 15 2019 - 4:49PM
Edgar (US Regulatory)
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): March 11, 2019
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NEON
BLOOM, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Nevada
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000-56029
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20-8018146
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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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99 Wall Street, Suite 542
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New York, NY
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10005
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(Address of principal executive offices)
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(Zip Code)
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(631) 991-5461
(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:
[_] 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))
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [_]
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 1.01
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Entry into a Material Definitive Agreement.
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On March
15, 2019, the Company closed a Share Exchange Agreement (the “Share Exchange Agreement”) dated February 1, 2019 with
Neon Bloom, Inc. Pursuant to the terms of this agreement in exchange for 100% of the Neon Shares (50,053,124 shares) the Company
will issue in the name of the Neon Stockholder a stock certificate for 50,053,124 shares of its common stock. The agreement will
be a 1 for 1 share swap between the two companies. This Share Exchange Agreement will take effect post reverse split of the current
outstanding shares of Phoenix International Ventures, Inc. The merger will be accounted for as a “reverse acquisition”
and recapitalization.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws.
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On
March 11, 2019, Neon Bloom, Inc. (the “Company”) filed a correction to the Amended Certificate of Incorporation (the
“Amendment”) with the Secretary of State of the State of Nevada, to (i) change its name from “Phoenix International
Ventures, Inc.” to “Neon Bloom, Inc.” (“Name Change”) and to (ii) effect a 1-for-50 reverse stock
split (“Reverse Split”). The Name Change and Reverse Split became effective with the State of Nevada on March 11, 2019
and with the Financial Industry Regulatory Authority, Inc. (“FINRA”) effective as of March 18, 2019 (“Effective
Time”).
At
the Effective Time, each 50 shares of the Company’s common stock, par value $.001 per share (“Common Stock”),
issued and outstanding were converted and reclassified into one share of the Company’s Common Stock. Currently, the company
has 14,085,285 common shares outstanding, post-split the common shares outstanding will be reduced to approximately 281,706 common
shares. No fractional shares of the Company’s Common Stock were issued in connection with the Reverse Split. Shareholders
who would otherwise be entitled to a fractional share will instead receive a new certificate rounding up their fractional share
to the next nearest full share.
On
March 18, 2019, the Company’s Common Stock will begin quotation on OTC Market under the new name and a trading symbol of
“PIVND”. The “D” will be removed in 20 business days and the symbol will change to “NBCO”.
In addition, the common
stock of NBCO will trade under a new CUSIP number 640503 108, with the par value per share remaining at $.001.
The
foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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Exhibit Index
SIGNATURE
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.
Date: March 15, 2019
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Neon Bloom, Inc.
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By:
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/s/ Douglas DiSanti
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Douglas DiSanti
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Chairman & CEO
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Neon Bloom (PK) (USOTC:NBCO)
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