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EX-3.1 - EXHIBIT 3.1 - Oxford City Football Club, Inc.ex3_1.htm
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):  July 12, 2011
 
Smart Kids Group, Inc.
(Exact name of registrant as specified in its charter)
 
Florida
333-153294
05-0554762
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

Suite 234, 9768-170 St. Edmonton, AB Canada
T5T 5L4
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (780) 222-6257

 
___________________________________________________
(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:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

 
 

 

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 12, 2011, Smart Kids Group, Inc. (the “Company”) filed with the Secretary of State of the State of Florida an Amendment to Articles of Incorporation to increase the authorized shares of both Common Stock and Preferred Stock of the Company (the “Amendment”). The Amendment authorizes the Company to issue 1,800,000,000 shares of Common Stock, par value $0.0001 per share, and 40,000,000 shares of Preferred Stock, par value $0.0001 per share. The Preferred Stock will have such rights, preferences and privileges as may be determined by the Company’s board of directors prior to the issuance of such shares.

The Amendment was approved by the board of directors by unanimous written consent resolution dated June 9, 2011 signed by all the members of the board of directors. The Amendment was also approved by certain shareholders of the Company holding a majority of the total issued and outstanding shares of common stock of the Company by written consent resolution dated June 9, 2011.

A copy of the Amendment is attached hereto as Exhibit 3.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and 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 hereunto duly authorized.

Smart Kids Group, Inc.
 
 
/s/ Richard Shergold
Richard Shergold
Chief Executive Officer
Date: August 11, 2011