Current Report Pursuant to Regulation a (1-u)
29 Januar 2020 - 8:57PM
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
JANUARY 28, 2020
Date of Report: (Date
of earliest event reported)
HEMP
NATURALS, inc.
(Exact name of issuer
as specified in its charter)
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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1000
5th Street, Suite 200
Miami
Beach, Florida 33139
(Full mailing address
of principal executive offices)
(347) 301-8431
(Issuer’s telephone
number, including area code)
Common Stock, par value
$.0001 per share
Preferred
Stock, par value $.0001 per share
(Title of each class of
securities issued pursuant to Regulation A)
Item 9.1 Other Events
On January 28, 2020,
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 and restate the certificate of incorporation
in its entirety, (the “Amended and Restated Certificate of Incorporation”) that included and was not limited to
increasing the authorized capital stock of the Company from 2,220,000,000 shares to 6,220,000,000 shares of which
6,200,000,000 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. Five Million shares of preferred stock was designated as Series A Convertible
preferred stock whereas holders thereof have voting rights of 5,000 votes for each share held of Series A Convertible stock
that may be converted at the option of the holder thereof into one share of common stock. Holders of Series A Convertible
preferred stock will vote with common stock holders as a single class on all corporate matters including the election of
directors.
On January 28, 2020,
the effective date, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of
State. On January 28, 2020, the Company issued 1,000,000 shares of its Series A Convertible preferred stock to Mr. Levi
Jacobson, our sole director for his continued efforts to further the business plan of the Company. Mr. Jacobson is the
Company’s controlling shareholder.
The
foregoing description of the Amended and Restated Certificate of Incorporation is not complete and is qualified in its
entirety by reference to the full text of the Amended and Restated Certificate of Incorporation , a copy of which is filed as
Exhibit 1U-2A, to this Current Report pursuant to Regulation A on Form 1-U 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: January 29, 2020
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