Current Report Pursuant to Regulation a (1-u)
07 November 2019 - 6:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1-U
Current
Report
Pursuant to Regulation
A of the Securities Act of 1933
NOVEMBER 6, 2019
Date of Report: (Date
of earliest event reported)
HEMP
NATURALS, inc.
(Exact name of issuer
as specified in its charter)
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Delaware
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47-5604166
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State of other jurisdiction of
incorporation or Organization
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(I.R.S. Employer
Identification No.)
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16950
North Bay Road, Suite 18033
Sunny
Isles Beach, Florida
(Full mailing address
of principal executive offices)
(347) 301-8431
(Issuer’s telephone
number, including area code)
Common Stock, par value
$.0001 per share
(Title of each class of
securities issued pursuant to Regulation A)
Item 9.1 Other Events
On November 6, 2019, Hemp
Naturals, Inc. (the "Company") pursuant to Section 141(f) of the Delaware General Corporation Law, as amended, which
provides that any action required to be taken at a meeting of the board of directors may be taken without a meeting if all members
of the board consent thereto in writing. In accordance with Section 228, any action to be taken at any special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote, if consents in writing setting forth the action so taken
shall be signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize such
action at a meeting at which all shares entitled to vote thereon were present and voted in favor of the following action. Levi
Jacobson being the sole board director and majority shareholder of the Company did hereby take, ratify, affirm, and approve the
following Company action to amend Section 5 of the certificate of incorporation that resulted in the increase of authorized capital
stock from 1,220,000,000 shares to 2,220,000,000 shares of which 2,200,000,000 shares, par value $0.0001 per share were designated
common stock and 20,000,000 shares, par value $0.0001 per share were designated preferred stock, the (“Amendment”).
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5.
The total number of shares of capital stock which the Corporation shall have authority to issue is: two billion two hundred twenty
million (2,220,000,000). These shares shall be divided into two classes with two billion two hundred million (2,200,000,000) shares
designated as common stock at $.0001 par value (the "Common Stock") and twenty million (20,000,000) shares designated
as preferred stock at $.0001 par value (the "Preferred Stock").
The Preferred
Stock of the Corporation shall be issuable by authority of the Board of Director(s) of the Corporation in one or more classes or
one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers,
and such designations, preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from
time to time. The authority of the Board of Directors with respect to each class or series shall include all designation rights
conferred by the DGCL upon directors, including, but not limited to, determination of the following:
(a)
The number of shares constituting of that class or series and the distinctive designation of that class or series;
(b)
The dividend rate on the share of that class or series, whether dividends shall be cumulative, and, if so, from which
date or dates, and the relative rights or priorities, if any, of payment of dividends on shares of that class or series;
(c)
Whether the shares of that class or series shall have conversion privileges, and, if so, the terms and conditions
of such privileges, including provision for adjustment of conversion rate(s) in relation to such events
as the Board of Directors shall determine;
(d)
Whether the shares of that class or series shall be redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which amount they shall be redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different redemption dates;
(e)
Whether there shall be a sinking fund for the redemption or purchase of shares of that class or series, and, if so,
the terms and amount of such sinking fund;
(f)
The rights of the shares of that class or series in the event of voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class or series; and
(g)
Any other relative rights, preferences and limitations of that class or series now or
hereafter permitted by law.
Holders
of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes,
including the election of directors. The Common Stock does not have cumulative voting rights.
No holder
of shares of stock of any class or series shall be entitled as a matter of right to subscribe for or purchase or receive any part
of any new or additional issue of shares of stock of any class or series, or of securities convertible into shares of stock of
any class or series, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way
of dividend,
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On November 6, 2019, the
Company filed the Amendment with the Delaware Secretary of State.
The
foregoing description of the Amendment to the Company’s Certificate of Incorporation is not complete and is qualified in
its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 1U-2A, to this Current Report on
Form 8-K and is incorporated by reference herein.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HEMP NATURALS, INC.
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By:
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/s/ Levi Jacobson
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Name:
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Levi Jacobson
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Title:
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Chief Executive Officer
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Date: November 7, 2019
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