|TEV||2||TEV/EBIT||-1||TTM 2018-10-31, in MM, except price, ratios|
|Item 3.02 Unregistered Sales of Equity Securities|
|Item 3.03 Material Modification of Rights of Security Holders|
|Item 5.03 Amendments To Articles of Incorporation or Bylaws|
|Item 9.01 Financial Statements and Exhibits|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 16, 2018
Drone Guarder, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S. Employer Identification No.)|
86-90 Paul Street
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: 415-835-9463
(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. [X]
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On July 16, 2018, we issued to Mr. Adam Taylor 1,000,000 shares of our newly created Series A Preferred Stock in lieu of the 10,000,000 shares of common stock owed to him under his employment agreement.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3.03 Material Modification of Rights of Security Holders
On July 16, 2018, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 1,000,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock.
The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on July 16, 2018, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
|3.1||Certificate of Designation|
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.
Drone Guarder, Inc.
/s/ Adam Taylor
Chief Executive Officer
Date: July 16, 2018