Current Report Filing (8-k)
May 23 2022 - 4:44PM
Edgar (US Regulatory)
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2022-05-18
2022-05-18
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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): May 18, 2022
AWAYSIS
CAPITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
000-21477 |
|
27-0514566 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4405
Peter Road, Plantation, Florida 33304
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (954) 931-9244
JV
Group, Inc.
(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 (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)) |
Securities
Registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
N/A |
|
N/A |
|
N/A |
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
5.03 |
Amendment
to Articles of Incorporation or Bylaws. |
On
May 18, 2022, JV Group, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of
Amendment to its Articles of Incorporation, as amended to change its corporate name from “JV Group, Inc.” to “Awaysis
Capital, Inc.” (the “Name Change”). A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current
Report and is incorporated into this Item 5.03 by reference.
In
connection with the Name Change, the Company has changed its ticker symbol from “ASZP” to “AWYS” (the “Symbol
Change”). Effective May 20, 2022, the Company’s common stock, par value $.01 per share (“Common Stock”), began
trading on the OTC Market under the new symbol. The CUSIP number of the Common Stock remains the same.
Neither
the Name Change nor the Symbol Change will impact the rights of the Company’s shareholders. Stock
certificates bearing the former name of the Company will continue to be valid.
On
February 23, 2022, the Company filed a Current Report on Form 8-K announcing that the Company’s Board of Directors (the “Board”)
and Harthorne Capital, Inc. (“Harthorne”), the owner of approximately 99.2% of the then outstanding Common Stock, authorized
an amendment to the Company’s Articles of Incorporation, as amended to (a) decrease the authorized number of shares of Common Stock
from 1,000,000,000 to 250,000,000 (the “Authorized Common Decrease”), and (b) decrease the authorized number of shares of
“Blank-Check” Preferred Stock from 25,000,000 to 5,000,000 (the “Authorized Preferred Decrease” and, with the
Authorized Common Decrease, the “Authorized Decrease”). Despite the prior announcement, the Board and Harthorne have decided
not to proceed with the Authorized Decrease.
Item
9.01 |
Financial
Statements and Exhibits. |
|
|
|
(d)
Exhibits. |
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:
May 23, 2022 |
|
|
|
|
AWAYSIS
CAPITAL, INC. |
|
|
|
|
By: |
/s/
Andrew Trumbach |
|
Name: |
Andrew
Trumbach |
|
Title: |
President
and CFO |