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 1, 2020 (April 8, 2020)
PALAYAN RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55348
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83-4575865
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(State
or other jurisdiction
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(Commission File Number)
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(IRS
Employer
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of
Incorporation)
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Identification Number)
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9300 Conroy Windermere Rd. #3250
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Windermere, FL 34786
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(407) 536-9422
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) [X]
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 [X]
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS
Amendment to Articles of Incorporation
On
June 1, 2020, Palayan Resources, Inc., (the “Company”) amended its
Articles of Incorporation by filing an Amendment to its Articles of
Incorporation to increase the total number of authorized shares to
(i) increase the number of authorized shares of common stock, par
value $0.001 (“Common Stock”) from 75,000,000 to 500,000,000, and
(ii) authorize the issuance of up to 100,000,000 shares of blank
check preferred stock. The Amended Articles of Incorporation
authorize the Company’s board of directors to designate from time
to time one or more classes or one or more series of preferred
stock within any class, and to prescribe the voting powers,
designations, preferences, limitations, restrictions and relative
rights of the shares of each such series of preferred stock,
without requiring a vote of the shareholders.
A
copy of the Amendment to the Articles of Incorporation was filed
with the SEC on Schedule 14C on April 8, 2020 as an Exhibit and is
incorporated herein by this reference.
Designation of Preferred Stock
Additionally, on June 1, 2020, the Company filed, pursuant to the
Company’s Articles of Incorporation, as amended, Certificates of
Designation (the “Certificates”) with the Nevada Secretary of State
that has the effect of designating: (i) 5,000,000 par value $0.001
shares of preferred stock as Class A Preferred Stock; (ii)
5,000,000 par value $0.001 shares of preferred stock as Class B
Convertible Preferred Stock; and, (iii) 5,000,000 shares of
preferred stock as Class C Preferred Stock. The following
descriptions set forth brief summaries of the rights, preferences,
and privileges of each class of preferred stock, the following
descriptions are qualified in their entirety by the full text of
each Certificate of Designation, which are attached hereto.
Our board of directors and the
holders of a majority of our outstanding shares of Common Stock
have approved an amendment to our articles of incorporation (the
“Amendment”) to (i) increase the number of authorized shares of
Common Stock from 75,000,000 to 500,000,000, and (ii) authorize the
issuance of up to 100,000,000 shares of blank check preferred
stock.
On
June 1, 2020, Palayan Resources, Inc., (the “Company”) filed,
pursuant to the Company’s Articles of Incorporation, as amended,
Certificates of Designation (the “Certificates”) with the Nevada
Secretary of State that has the effect of designating: (i)
5,000,000 par value $0.001 shares of preferred stock as Class A
Preferred Stock; (ii) 5,000,000 par value $0.001 shares of
preferred stock as Class B Convertible Preferred Stock; and, (iii)
5,000,000 shares of preferred stock as Class C Preferred Stock. The
following descriptions set forth brief summaries of the rights,
preferences, and privileges of each class of preferred stock, the
following descriptions are qualified in their entirety by the full
text of each Certificate of Designation, which are attached
hereto.
Class A Preferred Stock
Each
share of Class A Preferred Stock ranks senior to all Common Stock
and any other class of securities that is specifically designated
as junior to the Class A Preferred Stock. Each Share of Class A
Preferred Stock shall be convertible at any time by the holder
thereof into 15 shares of Common Stock and each Share of Class A
Preferred Stock shall have the right to vote on any matter to be
submitted for a vote to shareholders of the Company at 100 to
1.
Class B Convertible Preferred Stock
Each
share of the Class B Preferred Stock ranks senior to all Common
Stock and junior to Class A Preferred Stock. Each share of Class B
Preferred Stock shall be convertible at any time by the holder
thereof into 10 shares of Common Stock and each share of Class B
Preferred Stock shall have the right to vote on any matter to be
submitted for a vote to shareholders of the Company at 1 to 1.
Class C Preferred Stock
Each
share of the Class C Preferred Stock shall rank senior to all
Common Stock and junior to any other class of Preferred Stock. Each
Share of Class C Preferred Stock shall be convertible at any time
by the holder thereof into 30 share of Common Stock and the Class C
Preferred Stock shall have no voting rights.
The
Certificates of Designation for each class of Preferred Stock was
approved by the majority of the Company’s shareholders and by the
Company’s board of directors on June 1, 2020.
The
foregoing description of the Certificates of Designation is
qualified in its entirety by reference to each Certificate of
Designation, which are filed hereto and incorporated herein by
reference as Exhibit 3.2, 3.3 and 3.4, respectively.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)Financial
Statements.
(d)
Exhibits. The following exhibits are either filed as a part
hereof or are incorporated by reference. Exhibit numbers correspond
to the numbering system in Item 601 of Regulation S-K.
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Exhibit
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Number
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Description of
Exhibit
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3.1
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Amendment to the
Articles of Incorporation as filed with the SEC on Schedule 14C on
April 8, 2020 as an Exhibit thereto.
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3.2
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Certificate of
designation of rights, preferences and privileges of Class A
Preferred Stock. (1)
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3.3
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Certificate of
designation of rights, preferences and privileges of Class B
Preferred Stock. (1)
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3.4
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Certificate of
designation of rights, preferences and privileges of Class C
Preferred Stock. (1)
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(1)Filed herewith.
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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.
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Palayan Resources,
Inc.
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Dated: June 1,
2020
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/s/James
Jenkins
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By:
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James Jenkins
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Its:
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Chief Executive
Officer
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