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 8, 2021
NET SAVINGS LINK, INC./DE
(Exact name of registrant as specified in its charter)
| Colorado | 000-53346 | 82-1337551 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
26 Grosvenor Street Mayfair |
|
| London, United Kingdom | W1K 4QW |
| (Address of principal executive offices) | (Zip Code) |
+44 (0)20 7355-3525
(Registrant’s telephone number, including area code)
2374 Route 390
P.O. Box 609
Mountainhome, PA 18342
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 1 of 2 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 8, 2021, Net Savings Link, Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) with the Colorado Secretary of State to its certificate of incorporation, which prevents the Company’s common stock from being subject to a reverse split. This anti-reverse split clause will remain in force for a minimum duration of five (5) years from the date of this amendment.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) 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.
Date: March 5, 2021
| NET SAVINGS LINK, INC. | ||
| /s/ | James A. Tilton | |
| James A. Tilton, Chief Executive Officer | ||
2 of 2
Exhibit 3.1
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
NET SAVINGS LINK, INC.
To the Secretary of State of the State of Colorado:
Net Savings Link, Inc., a for-profit Colorado domestic corporation in good standing, does hereby amend its Articles of Incorporation, as amended, pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes ("CRS"), to wit:
CAPITAL STOCK.
| 1. | Common Stock. The corporation’s common stock may not be subject to a reverse split. This anti-reverse split clause will remain in force for a minimum duration of five (5) years from the date of this amendment. |
NOW, THEREFORE, the corporation causes this amendment to be filed with the Office of the Secretary of the State of Colorado, as such amendments to its Articles of Incorporation are authorized by the unanimous written consent of the holders of the corporation's Series A Preferred Stock on this eighth day of January 2021.
| /s/ James Tilton | ||
| James Tilton | ||
| President | ||
| 2374 Route 390, P.O. Box 609 | ||
| Mountainhome, Pennsylvania 18342 | ||
| Telephone: (718) 569-8815 |
CERTIFICATE OF INCUMBENCY
AND CORPORATE AUTHORITY
| To: |
Jena Griswold,
Secretary of State, The Great State of Colorado |
| From: |
James Tilton
President Net Savings Link, Inc. ("NSL") 2374 Route 390, P.O. Box 609 Mountainhome, Pennsylvania 18342 |
The undersigned, being President of Net Savings Link, Inc., a Colorado corporation, hereby certifies to you, as follows:
1. I am an authorized representative of NSL.
2. NSL is a Colorado corporation in good standing.
3. I am the person who has been duly designated and appointed to the position indicated by my name, I continue to hold the indicated position at this time, and the signature set forth below by my name is my genuine signature.
4. I have sufficient and appropriate authority as the President of NSL to act on behalf of and to bind it with respect to executing and delivering the Amendment to the Articles of Incorporation of Net Savings Link, Inc., a Colorado corporation, and to file the same with you, to which this Certificate is annexed, and in any amendments or exhibits thereto or thereafter.
5. I have the power and authority to execute this Certificate on behalf of NSL.
6. You may rely on this Certificate and on the authorization of my authority, until NSL's initial or subsequent Board of Directors or shareholders rescind this Certificate or until the corporation is dissolved by a plan of reorganization or by operation of law.
IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of January 8, 2021.
NET SAVINGS LINK, INC.,
a Colorado corporation
| /s/ James Tilton | |
| By: James Tilton | |
| Its: President |