Current Report Filing (8-k)
September 05 2014 - 4:19PM
Edgar (US Regulatory)
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) |
September 4, 2014 |
UAN POWER CORP. |
(Exact name of registrant as specified in its charter) |
Delaware |
000-54334 |
27-0155619 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
102 North Avenue, Mount Clemens, Michigan |
480433 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code |
(586) 530-5605 |
N/A |
(Former name or former address, if changed since last report.) |
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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:
☐ 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))
Item 5.02 |
Amendments to Articles of Incorporation or Bylaws |
Effective September 4, 2014, we filed
with the Delaware Secretary of State a Certificate of Amendment of Certificate of Incorporation, wherein we have increased our
authorized share capital to 420,000,000 shares of stock as follows:
400,000,000 shares of Common Stock,
having a par value of $0.00001 per share and 20,000,000 shares of Preferred Stock, having a par value of $0.00001 per share.
The increase of authorized capital was
approved by our board of directors and by a majority of our stockholders by resolutions dated June 16, 2014.
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Item 9.01 |
Financial Statements and Exhibits |
3.01 |
Certificate of Amendment of Certificate of Incorporation |
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 hereunto
duly authorized.
UAn POWER CORP.
/s/ Parashar Patel
Parashar Patel
President, Chief Executive Officer and Director
Date: September 5, 2014
Exhibit 3.01
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State of Delaware
Secretary of State
Division o£ Corporations |
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Delivered 01:07 PM 09/04/2014 |
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FILED 01:04PM 09/04/2014 |
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SRV 141141413 - 5023723 FILE |
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UAN POWER CORP.
a Delaware Corporation
(pursuant to Section 242 of
the Delaware General Corporation Law)
UAN POWER CORP. (the
"Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State
of Delaware ("GCL"), through its duly authorized officers and by authority of its Board of Directors do hereby certify:
FIRST: That in accordance
with the provisions of Section 242 of the GCL, the Board of Directors of the Corporation duly adopted resolutions setting forth
a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing
that said amendment be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth
the proposed amendment are as follows:
RESOLVED, that Section
4.1 of Article 4 "Capital Stock" of the Corporation's Certificate of Incorporation be amended in its entirety as follows:
"4.1
Authorized Shares. The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common
Stock" and "Preferred Stock". The total number of shares of all classes of stock which the Corporation shall have
the authority to issue is Four Hundred Twenty Million (420,000,000), of which Four Hundred Million (400,000,000) shares shall
be Common Stock, having a par value of $0.0000 I per share and Twenty Million (20,000,000) shares shall be Preferred Stock, having
par value of$0.00001 per share."
SECOND: That thereafter,
pursuant to a resolution of its Board of Directors, in accordance with Section 242 of the GCL, a majority of the Corporation's
stockholders approved and authorized the foregoing amendment (the "Amendment") by written consent in lieu of a meeting.
THIRD: That the Amendment
was duly adopted in accordance with the provisions of Section 242 of the GCL.
FOURTH: That the Certificate
of Amendment of the Certificate of Incorporation shall be effective on September 4, 2014.
IN WITNESS WHEREOF,
this Corporation has caused this Certificate of Amendment to be signed by Parashar Patel, its duly authorized President and Principal
Executive Officer this 4th day of September, 2014.
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By: |
/s/ Parashar Patel |
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Parashar Patel |
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President and Chief Executive Officer |
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