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0001393781
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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): August
4, 2022
Wikisoft Corp.
(Exact name of registrant as specified in its charter)
| Nevada |
000-56239 |
35-2675388 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
315 Montgomery Street
San Francisco, CA |
94104 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (800)-706-0806
|
Wikisoft Corp.
(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 (17CFR 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)) |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [X]
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.
SECTION 5 – Corporate Governance and Management
| ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
We filed Articles of Merger with the Secretary of
State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, Quality Industrial Corp. Shareholder approval was not
required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our
name to “Quality Industrial Corp.” and our Articles of Incorporation have been amended to reflect this name change.
A copy of the Articles of Merger is attached to this Current Report as
Exhibit 3.1 and is incorporated by reference herein.
We have submitted the required information to FINRA and we have been provided
a market effective date of August 4, 2022. Our common stock will trade under the symbol “QIND” that more resembles our new
name.
SECTION 9 – Financial Statements and Exhibits
| ITEM 9.01 | Financial Statements and 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.
Quality Industrial Corp.
/s/ Carsten Kjems Falk
Carsten Kjems Falk
President
Date: August 4, 2022
| Filed in the Office of |
Business Number |
| |
C10156-1998 |
| Barbara K. Cegavske |
Filing Number |
| |
20222427177 |
| Secretary of State |
Filed On |
| |
6/27/2022 2:49:00 PM |
| State of Nevada |
Number of Pages |
| |
4 |
BARBARA
K. CEGAVSKE
Secretary
of State
202
North Carson Street
Carson
City, Nevada 89701-4201 (775) 684-5708
Website:
www.nvsos.gov
Articles
of Conversion/Exchange/Merger
NRS
92A.200 and 92A.205
This
filing completes the following: ☐ Conversion ☐ Exchange ☒ Merger
| 1.Entity
Information: (Constituent, Acquired or Merging) |
Entity Name:
Quality Industrial Corp.
Jurisdiction:
Delaware Entity Type*: Corporation
If more than one entity
being acquired or merging please attach additional page. |
| 2. Entity Information: (Resulting, Acquiring or Surviving) |
Entity Name:
WIKISOFT CORP.
Jurisdiction:
Nevada Entity Type*: Corporation |
| 3. Plan of Conversion, Exchange or Merger: (select one box) |
☐The entire plan of conversion, exchange or merger
is attached to these articles.
☒The complete executed plan of conversion
is on file at the registered office or principal place of business of the resulting entity. The entire plan of exchange or merger
is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records
office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200).
☐The complete executed plan of conversion
for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. (Conversion only) |
|
4. Approval:
(If more than one entity being acquired or merging
please attach additional approval page.) |
Exchange/Merger:
Owner's approval (NRS 92A.200) (options a, b or c
must be used for each entity)
☒A.
Owner's approval was not required from the: ☒Acquired/merging
☐Acquiring/surviving
B.
The plan was approved by the required consent of the owners of:
☐Acquired/merging
☐Acquiring/surviving
C.
Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160):
Non-profit Corporations only: The plan
of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval
of the plan of merger is required by the articles of incorporation of the domestic corporation.
☐Acquired/merging ☐Acquiring/surviving
Quality Industrial Corp.
Name of acquired/merging entity
WIKISOFT CORP.
Name of acquiring/surviving entity |
|
5. Effective Date and
Time: (Optional) |
Date: Time:
(must not be later than 90 days after the
certificate is filed) |
BARBARA
K. CEGAVSKE
Secretary
of State
202
North Carson Street
Carson
City, Nevada 89701-4201 (775) 684-5708
Website:
www.nvsos.gov
Articles
of Conversion/Exchange/Merger
NRS
92A.200 and 92A.205
This
filing completes the following: ☐ Conversion ☐ Exchange ☒ Merger
|
4. Approval
Continued:
(If more than one entity being acquired or merging
please attach additional approval page.) |
Exchange/Merger:
Owner's approval (NRS 92A.200) (options a, b or c
must be used for each entity)
☐
A. Owner's approval was not required from the: ☐Acquired/merging
☐Acquiring/surviving
☐
B. The plan was approved by the required consent of the owners of:
☐Acquired/merging ☐Acquiring/surviving
☐
C. Approval
of plan of exchange for Nevada non-profit corporation (NRS 92A.160):
Non-profit Corporations only: The plan
of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval
of the plan of merger is required by the articles of incorporation of the domestic corporation.
☐Acquired/merging ☐Acquiring/surviving
Name of acquired/merging entity
Name of acquiring/surviving entity |
|
4. Approval
Continued:
(If more than one entity being acquired or merging
please attach additional approval page.) |
Exchange/Merger:
Owner's approval (NRS 92A.200) (options a, b or c must
be used for each entity)
☐
A. Owner's approval was not required from the: ☐ Acquired/merging
☐ Acquiring/surviving
☐ B.
The plan was approved by the required consent of the owners of:
☐Acquired/merging ☐Acquiring/surviving
☐
C. Approval
of plan of exchange for Nevada non-profit corporation (NRS 92A.160):
Non-profit Corporations only: The plan
of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval
of the plan of merger is required by the articles of incorporation of the domestic corporation.
☐Acquired/merging ☐Acquiring/surviving
Name of acquired/merging entity
Name of acquiring/surviving entity
|
BARBARA
K. CEGAVSKE
Secretary
of State
202
North Carson Street
Carson
City, Nevada 89701-4201 (775) 684-5708
Website:
www.nvsos.gov
Articles
of Conversion/Exchange/Merger
NRS
92A.200 and 92A.205
This
filing completes the following: ☐ Conversion ☐ Exchange ☒ Merger
|
|
| 6.
Forwarding Address for Service of Process: (Conversion and Mergers
only, if resulting/surviving entity is foreign) |
Name
Care of: |
|
Country |
|
| |
Address |
City |
|
State Zip/Postal Code |
|
7. Amendment, if any, to the articles
or certificate of the surviving entity. (NRS 92A.200):
(Merger only) ** |
ARTICLE I is hereby amended in its entirety to readL
ARTICLE I. NAME
The name of the Corporation is Quality Industrial Corp. (the “Corporation”)
|
|
** Amended and restated articles may be attached
as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated,"
accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated
articles.
Pursuant to NRS 92A.180
(merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments
to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. |
| 8. Declaration: (Exchange and Merger only) |
Exchange:
☐ The
undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200).
Merger: (Select one box)
☐ The undersigned declares that a plan of merger
has been adopted by each constituent entity (NRS 92A.200).
☒ The undersigned declares that a
plan of merger has been adopted by the parent domestic entity (NRS 92A.180). |
|
9. Signature
Statement: (Required) |
☐ Conversion:
A plan of conversion has been adopted by
the constituent entity in compliance with the law of the jurisdiction governing the constituent entity.
Signatures - must be signed by:
1.
If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership
or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there
are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a.
general partnership governed by NRS chapter 87).
2.
If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing
it.
Name of constituent entity |
BARBARA
K. CEGAVSKE
Secretary
of State
202
North Carson Street
Carson
City, Nevada 89701-4201 (775) 684-5708
Website:
www.nvsos.gov
Articles
of Conversion/Exchange/Merger
NRS
92A.200 and 92A.205
This
filing completes the following: ☐ Conversion ☐ Exchange ☒ Merger
|
|
| 9. Signature Statement Continued: (Required) |
☐ Exchange:
Signatures - Must be signed by: An officer
of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability
limited partnership; A manager of each Nevada limited-liability company with managers or a member if there are no Managers; A trustee
of each Nevada business trust (NRS 92A.230)
Unless otherwise provided in the certificate
of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of
each business trust that is a constituent entity in the exchange.
The articles of exchange must be signed by
each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be
added to this page or as an attachment, as needed. |
|
☒ Merger:
Signatures - Must be signed by: An officer of
each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability
limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A
trustee of each Nevada business trust (NRS 92A.230).
The articles of merger must be signed by each
foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added
to this page or as an attachment, as needed. |
|
10. Signature(s):
(Required) |
Quality Industrial Corp.
Name of acquired/merging entity
X /s/ Carsten
Falk President 06/23/2022
Signature (Exchange/Merger) Title Date
If more than one entity being acquired or merging
please attach additional page of informaiton and signatures. |
|
WIKISOFT CORP.
Name of acquiring/surviving entity
X /s/
Carsten Falk President 06/23/2022
Signature (Exchange/Merger) Title Date |
|
X ___________________________________
Signature of Constituent
Entity (Conversion) Title Date |
|
Please include
any required or optional information in space below:
(attach additional page(s)
if necessary) |
| |