- Current report filing (8-K)
September 03 2009 - 10:51AM
Edgar (US Regulatory)
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: September 3, 2009
Date of
Earliest Event Reported: August 18, 2009
LADYBUG RESOURCE GROUP,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-153306
|
26-1973389
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
file number)
|
(IRS
Employer Identification
No.)
|
Molly
S. Ramage
Ladybug
Resource Group, Inc.
12703
NE 129
th
Ct. #H102
Kirkland, WA 98034-3246
(Address
of principal executive
offices)
|
425-821-1829
|
(Issuer's
telephone number)
|
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))
|
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On or
around August 18, 2009, the Board of Directors of and the Majority Shareholders
(defined below) of Ladybug Resource Group Inc. (the “
Company
”), approved
via a consent to action without meeting (a) an amendment to the Company’s Bylaws
(described in greater detail below); and (b) the filing of Amended and Restated
Articles of Incorporation for the Company (the “
Restated
Articles
”). The Company’s “
Majority
Shareholders
” who provided their consent to the action without a meeting
included Molly S. Ramage, the President and Chairman of the Company, Stephen H.
Ramage, a Vice President and a Director of the Company, Benjamin Ramage, the
Vice President and a Director of the Company, and Patricia Barton, who in
aggregate voted 10,300,000 shares of the Company’s outstanding common stock,
representing approximately 91% of the Company’s outstanding common stock, which
they held as of the date of the minutes, August 18, 2009, to approve the written
consent to action without meeting.
The
Company’s Bylaws (the “
Bylaws
”) were amended
to provide that in the event that action is taken by written consent to action
by the shareholders of the Company, the prompt notice required to be given to
the shareholders of the Company who did not sign the written consent could be
given, in the event the Company is a reporting company which files periodic and
current reports with the Securities and Exchange Commission, by the filing of a
Report on Form 8-K describing the items approved by the shareholders in the
consent to action.
The
Restated Articles affected an increase in the number of the Company’s authorized
shares of common stock to 300,000,000 shares of common stock, $0.001 par value
per share, and authorized 20,000,000 shares of preferred stock, $0.001 par value
per share (“
Preferred
Shares
”). Previously the Company only had 75,000,000 shares of
common stock, $0.001 par value per share and no shares of preferred stock
authorized.
The
Preferred Shares shall be issued from time to time in one or more series, with
such distinctive serial designations as shall be stated and expressed in the
resolution or resolutions providing for the issue of such shares from time to
time adopted by the Board of Directors; and in such resolution or resolutions
providing for the issue of shares of each particular series, the Board of
Directors is expressly authorized to fix the annual rate or rates of dividends
for the particular series; the dividend payment dates for the particular series
and the date from which dividends on all shares of such series issued prior to
the record date for the first dividend payment date shall be cumulative; the
redemption price or prices for the particular series; the voting powers for the
particular series, the rights, if any, of holders of the shares of the
particular series to convert the same into shares of any other series or class
or other securities of the corporation, with any provisions for the subsequent
adjustment of such conversion rights; and to classify or reclassify any unissued
preferred shares by fixing or altering from time to time any of the foregoing
rights, privileges and qualifications. All the Preferred Shares
of any one series shall be identical with each other in all respects, except
that shares of any one series issued at different times may differ as to the
dates from which dividends thereon shall be cumulative.
The
Restated Articles further clarified the Articles of Incorporation to provide
that no shareholders are entitled to cumulative voting and that the Directors of
the Company have the power to amend the Bylaws of the Company, provided that the
shareholders have the power at any meeting called and held for such purpose, to
amend or repeal any such amendments to the Bylaws affected by the Board of
Directors.
The
effective filing date of the Restated Articles with the Secretary of State of
Nevada was August 31, 2009.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO.
|
DESCRIPTION
|
|
|
3.1*
|
Amended
and Restated Articles of Incorporation
|
|
|
3.2*
|
Summary
of Amendment to Bylaws
|
* Filed
herewith.
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.
|
LADYBUG RESOURCE GROUP,
INC.
|
|
|
Date:
September 3, 2009
|
By: /s/ Molly S. Ramage
|
|
Molly
S. Ramage
|
|
Chief
Executive Officer
|
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