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EX-3.1 - EXHIBIT 3.1 - HK GRAPHENE TECHNOLOGY CORPv348749_ex3-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 21, 2013

 

HYGEIALAND BIOMEDICAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Nevada 000-1380412 20-5308449
(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

     
 

800 E. Colorado Blvd., Suite 888

Pasadena, CA 91101

 
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code: (626) 683-9120

 

HK International Group Inc.

(Former Name of 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 (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))

 

 
 

 

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

 

On June 21, 2013, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with the Nevada Secretary of State. Reference is made to the disclosure set forth under Item 5.07 below, which disclosure is incorporated herein by reference.

 

The Charter Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 21, 2013, the holder of 1,300 shares of our Series A convertible preferred stock, $0.001 par value per share (“Series A Preferred Stock”), which are currently convertible into an aggregate of 126,426,326 shares of our common stock, $0.001 par value per share (“Common Stock”), constituting approximately 99.0% of the voting power of our outstanding shares of Common Stock and Series A Preferred Stock voting together as one class, consented to the execution and filing of the Charter Amendment with the Nevada Secretary of State, in order to change our name to “Hygeialand Biomedical Corporation” (the “Name Change”).

 

The Name Change was previously authorized by our Board of Directors on June 21, 2013, subject to stockholder approval.

 

Item 8.01 Other Events.

 

In connection with the Name Change, we have submitted to FINRA a voluntary request for the change of our OTC trading symbol. We plan to file an update to disclose our new OTC trading symbol upon our receipt of approval from FINRA.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Amendment to Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on June 21, 2013

 

 
 

 

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.

  

Date:  June 27, 2013 HYGEIALAND BIOMEDICAL CORPORATION
   
  By:  /s/ Luis F. Saenz
 

Name:

Title:

Luis F. Saenz
President