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EX-3 - AMENDMENT TO CERTIFICATE OF INCORPORATION - BLGI, INC.ex_3-3.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):  May 9, 2014

 

 

ENVOY GROUP CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

Florida

  

333-188785

  

46-2500923

(State or Other
Jurisdiction of Incorporation)

  

(Commission File Number)

  

(IRS Employer
Identification No.)

 

 

28494 Westinghouse Place, Suite 213, Valencia CA 91355

(Address of Principal Executive Office) (Zip Code)

 

 

Registrant’s telephone number, including area code:  (661) 449-9630

 

 

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):


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 May 9, 2014, Envoy Group, Inc. (the “Company”) amended its Articles of Incorporation, decreasing the number of common shares authorized from 250,000,000 to 240,000,000 and authorizing 10,000,000 shares of preferred stock.  The par value for both classes of stock is $0.0001.  The majority shareholder, owning 75% of the issued and outstanding shares of common stock, approved the amendment to the Articles of Incorporation.


At the same time, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock.  The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, Common Stock and Preferred Stock, as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.  


Without the vote or consent of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the Common Stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.


Subject to the rights of the holders of any other series of Preferred Stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock and any other series of Preferred Stock ranking junior to the Series A Preferred Stock with respect to liquidation.


The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock.  The Company shall have no rights to redeem Series A Preferred Stock.


In exchange for the return of 6,000,000 of his common shares, the Company’s majority shareholder will be issued the 10,000 shares of the Series A Preferred Stock.


Item 9.01 Financial Statements and Exhibits.


(d)         Exhibits


Exhibit No.

Description of Exhibit

 

 

3.3

Amendment to Certificate of Incorporation



SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.  



ENVOY GROUP CORP.

May 28, 2014

/s/ Harpeet Singh Sangha

Harpeet Singh Sangha