Attached files
| file | filename |
|---|---|
| EX-3.1 - RxBids | v210466_ex3-1.htm |
| EX-3.2 - RxBids | v210466_ex3-2.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 (Date of earliest event reported): February 7, 2011
Xsovt
Brands, Inc.
(Exact
name of registrant as specified in Charter)
|
Nevada
|
000-53373
|
20-1226081
|
|
(State
of other Jurisdiction of incorporation)
|
(Commission
file no.)
|
(IRS
employer identification no.)
|
|
18-B
Neal Court
Oceanside,
NY
|
11572
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (516) 740-2929
N/A
(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 to the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o 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
February 7, 2011, a Certificate of Amendment (the “Certificate of Amendment”) to
the Amended and Restated Articles of Incorporation (the “Company Articles”) of Xsovt
Brands, Inc., a Nevada corporation (the “Company”) became effective
with the Secretary of State of Nevada. The purpose of the Certificate
of Amendment was to legally change the Company’s name from RxBids to Xsovt
Brands, Inc. A copy of the Certificate of Amendment is filed as
Exhibit 3.1 to this Current Report on Form 8-K. Pursuant to the
provisions of Article VIII of the Company Articles, the change of the Company’s
name was approved by the Company’s board of directors and approval of the
Company’s stockholders was not required.
Also on
February 7, 2011, a Certificate of Change (the “Certificate of Change”) to the
Company Articles became effective with the Secretary of State of
Nevada. The purpose of the Certificate of Change was to memorialize a
1 for 12 reverse stock split of the Company’s common stock, which stock split
was effective as of February 7, 2011. A copy of the Certificate of
Change is filed as Exhibit 3.2 to this Current Report on Form
8-K. Pursuant to the provisions of Article VIII of the Company
Articles, the 1 for 12 reverse stock split of the Company’s common stock was
approved by the Company’s board of directors and approval of the Company’s
stockholders was not required.
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
|
Exhibit
No.
|
Description
|
|
3.1
|
Certificate
of Amendment to the Company’s Amended and Restated Articles of
Incorporation, dated effective February 7, 2011, relating to the change of
the Company’s name.
|
|
3.2
|
Certificate
of Change to the Company’s Amended and Restated Articles of Incorporation,
dated effective February 7, 2011, relating to the Company’s 1 for 12
reverse stock split.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
XSOVT BRANDS,
INC.
|
|||
|
February
8, 2011
|
By:
|
/s/ Avi Koschitzki | |
| Name: Avi Koschitzki | |||
| Title: President and Chief Executive Officer | |||