Attached files
| file | filename |
|---|---|
| EX-3.1 - Generation Zero Group, Inc. | ex3-1.htm |
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: February 12, 2010
COMMISSION
FILE NUMBER: 333-146405
GENERATION ZERO GROUP,
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VELOCITY OIL & GAS,
INC.
(FORMER
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
NEVADA
|
1311
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20-5465816
|
|
(STATE
OR JURISDICTION
OF
INCORPORATION OR
ORGANIZATION)
|
(PRIMARY
STANDARD
INDUSTRIAL
CLASSIFICATION
CODE
NUMBER)
|
(IRS
EMPLOYER
IDENTIFICATION
NO.)
|
1100
HAMMOND DRIVE
SUITE
410-A144
ATLANTA, GA
30328
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(770) 392 4898 ext
2742
(REGISTRANT'S
TELEPHONE NUMBER)
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:
|
[__]
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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))
|
|
[__]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On or around January 21, 2010, Matthew Krieg, the sole
Director of Generation Zero Group, Inc., formerly Velocity Oil & Gas, Inc.
(the “Company,”
“we,”
and “us”)
and Mr. Krieg as the Manager and beneficial owner of Travel Engine Solutions,
LLC (“Travel
Engine”), our majority shareholder (holding 1,000 shares of the Company’s
Series A Preferred Stock, which in aggregate votes 51% of the Company’s
outstanding voting shares on any shareholder votes) approved via a consent to
action without meeting of the sole Director and majority shareholder of the
Company, the filing of a Certificate of Amendment to the Company’s Articles of
Incorporation (the “Certificate”)
to (a) authorize and approve a 1 for 100 reverse stock split (the “Stock
Split”) of the Company’s authorized and outstanding common stock,
effective as of the close of business on February 12, 2010, which Stock Split
did not affect the authorized or outstanding shares of the Company’s preferred
stock; (b) to change the Company’s name to “Generation
Zero Group, Inc.” (the “Name
Change”); (c) to reauthorize 100,000,000 shares of $0.001 par value per
share common stock following the Stock Split; (d) to re-authorize 10,000,000
shares of “blank
check” preferred stock, $0.001 par value per share following
the Stock Split (collectively with (c) the “Authorized
Share Transactions”); and (e) to provide that the Company elects,
pursuant to Section 78.434 of the Nevada Revised Statutes (the “NRS”),
to not be governed by Sections 78.411 to 78.444 of the NRS, inclusive and
Sections 78.378 to 78.3793, inclusive, of the NRS (the “Elections”).
The Certificate, the Stock Split, the Name Change, the
Authorized Share Transactions and the Elections were effective with the
Secretary of State of Nevada on February 12, 2010, and were effective with the
Over-The-Counter Bulletin Board on March 8, 2010.
As a result of the Certificate and the Stock Split, the
Company has 126,205 shares of common stock issued and outstanding; as a result
of the Authorized Share Transactions, the Company has 100,000,000 shares of
common stock and 10,000,000 shares of preferred stock, $0.001 par value per
share authorized; as a result of the Name Change, the Company’s name was changed
to Generation Zero Group, Inc.; and as a result of the Elections, the Company is
no longer governed by Sections 78.411 to 78.444 of the NRS, inclusive and
Sections 78.378 to 78.3793, inclusive, of the NRS.
Additionally, as a result of the above, the Company’s
symbol on the Over-The-Counter Bulletin Board changed to “GNZR”, effective March
8, 2010.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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EXHIBIT NO.
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DESCRIPTION
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3.1*
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Certificate
of Amendment to Articles of
Incorporation
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* Filed herewith.
-2-
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.
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VELOCITY OIL & GAS,
INC.
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|
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Date:
March 5, 2010
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By: /s/ Matthew
Krieg
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Matthew
Krieg
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Chief
Executive Officer
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-3-