Amended Current Report Filing (8-k/a)
October 16 2015 - 12:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 5, 2015
WHEREVERTV BROADCASTING
CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
1-11873 |
13-3886065 |
| |
|
|
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 425 Mill Street |
|
| Coraopolis, Pennsylvania |
15108 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (412) 663-0094
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):
| o | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
This
amended 8-K is being filed to supplement and correct the Company’s 8-K filed on October 13, 2015 with respect to actions
taken by the Company’s Board of Directors at its meeting on October 5, 2015.
Item
8.01 Other Events
At
a Board of Directors Meeting held on October 5, 2015, WhereverTV Broadcasting Corporation (OTCPINK: TVTV) voted on and approved
the following actions:
| 1. | To create an internal control policy & disaster recovery plan. |
| 2. | To authorize Edward D. Ciofani, as CEO of the Company, to execute
any and all documents on the Company’s behalf to effectuate the creation of a WhereverTV Latino Division, and the formation
of a subsidiary of the Company, and other documents and contracts on behalf of the Company to effectuate the transaction related
thereto. |
| 3. | Approved the creation of a Series B Class of Preferred Shares consisting of 6,000,000 shares with
each share of Series B Preferred having 10 votes, and to amend the Certificate of Incorporation and By-Laws to include a designation
for the creation of the said Class B Preferred Shares. |
| 4. | Authorized the creation of a Promissory Note from Edward D. Ciofani to the Company in the amount
of $3,000,000 in consideration for the issuance of 6,000,000 Class B Preferred Shares to Ciofani. The term of the Note shall be
18 months and if the Note is not paid within that term, the Series B Shares shall automatically be cancelled. |
| 5. | Authorized the creation by the Board of Directors of a Stock Purchase Options and an Employee Stock
Option Plan. |
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 thereunto duly authorized.
| Date: October 15, 2015 |
WHEREVERTV BROADCASTING CORPORATION |
| |
|
|
| |
|
|
| |
By: |
/s/ Edward D. Ciofani |
| |
|
Name: Edward D. Ciofani |
| |
|
Title: Chief Executive Officer |
WhereverTV Broadcasting (PK) (USOTC:TVTV)
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