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: August 25, 2015
SOUL AND VIBE INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-55091 | 38-3829642 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
|
1660 South Hwy 100, Suite 500 St. Louis Park, MN |
55416 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (763) 400-8040
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
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)) |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
| Item 5.03 | Amendments to Articles of Incorporation; Change in Fiscal year |
On June 25, 2015, the holder of a majority of the shares of common stock of Soul and Vibe Interactive Inc. (the “Company”) approved a reverse split of such shares by a ratio of 1 for 40 (the “Reverse Split”). The Company filed the certificate of amendment (the “Certificate”) to its articles of incorporation with the State of Nevada effectuating the Reverse Split on August 18, 2015. The Reverse Split became effective in the State of Nevada on August 20, 2015.
The Reverse Split was announced on the Daily List maintained by Financial Industry Regulatory Authority, Inc. (“FINRA”) on August 24, 2015, and took effect at the open of business on August 25, 2015. The temporary new symbol is SOULD. The “D” will be removed 20 business days from August 25, 2015. As a result of the Reverse Split, each forty (40) shares of common stock issued and outstanding prior to the Reverse Split has been converted into one (1) share of common stock, and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been proportionally adjusted.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation |
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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.
| SOUL AND VIBE INTERACTIVE INC. | ||
| Date: August 25, 2015 | By: | /s/ Peter Anthony Chiodo |
| Peter Anthony Chiodo | ||
| Chief Executive Officer and President | ||
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