Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Praetorian Property, Inc. | ex3_1.htm |
| EX-3.2 - EXHIBIT 3.2 - Praetorian Property, Inc. | 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): January 16, 2014
LONGVIEW REAL ESTATE, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 333-178482 | 300693512 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7702 E Doubletree Ranch Rd. Ste 300 Scottsdale AZ |
85258 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 480.902.3399
| ___________________________________________ |
| (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 (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))
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On January 16, 2014, we issued a total of two million (2,000,000) shares of our newly designated Series A Preferred Stock to Miramar Investors Inc. for total proceeds of $20,000.
On January 16, 2014, we issued our officer and director, Llorn Kylo, two million (2,000,000) shares of our common stock for total proceeds of $2,000.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3.03 Material Modification of Rights of Security Holders
On January 16, 2014, we filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State. The Certificate of Amendment adds a SIXTH Article to the Company’s Articles of Incorporation to elect not to be governed by the provisions of Section 203 of the General Corporation Law of Delaware. Our Board of Directors and a majority of our shareholders approved the Certificate of Amendment.
A copy of the Certificate of Amendment that was filed with the Delaware Secretary of State on January 16, 2014 is attached hereto as Exhibit 3.1, and is incorporated by reference herein.
On January 15, 2014, pursuant to the FOURTH Article of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up to five million (5,000,000) shares, par value $0.0001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of two hundred (200) votes for each share held.
The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Delaware Secretary of State on January 16, 2014, attached hereto as Exhibit 3.2, and is incorporated by reference herein.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment, dated January 16, 2014 |
| 3.2 | Certificate of Designation, dated January 16, 2014 |
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.
Longview Real Estate, Inc.
/s/ Llorn Kylo
Llorn Kylo
CEO
Date: January 16, 2014
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