8-K 1 hempnaturals_form8k3.htm FORM 8-K

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 (Date of earliest event reported): ~~July~~October 61, 2018

HEMP NATURALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-55590	47-5604166
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1690 North Bay Road, Suite 18033 Sunny Isles Beach, Florida	33160
16950 North Bay Road, Suite 18033 Sunny Isles Beach, Florida		33160
(Address of principal executive offices)	~~(Address of principal executive offices)~~	(Zip Code)

Registrant’s Telephone Number, including area code: (347) 301-8431

Not Applicable

(Former name, former address and former fiscal year, 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 (see General Instruction A.2.):

☐	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))

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 ☒

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. ☐

Item 51.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On ~~July~~October 61, 2018 (“Closing Date”), Hemp Naturals, Inc. (the "“Company"”) ~~pursuant~~entered tointo ~~Section~~a ~~141~~securities purchase agreement (fthe “Agreement”) ofwith Power ~~the~~Lending ~~Delaware~~Group ~~General~~LTD ~~Corporation~~(the ~~Law~~“Investor”), aspursuant ~~amended,~~to which ~~provides that~~the ~~any~~Company ~~action~~will ~~required to be taken at~~ issue a Six ~~meeting~~Month, of12% Secured ~~the~~Convertible ~~board~~Promissory ofNote, ~~directors~~(“Note”) ~~may~~secured beby ~~taken~~Company common ~~without~~stock with a ~~meeting~~face ifvalue ~~all members~~ of ~~the~~$65,000 ~~board consent~~which ~~thereto~~provides ina ~~writing.~~conversion Infeature ~~accordance~~equal ~~with Section 228, any action~~ to bea ~~taken~~variable atconversion ~~any~~price ~~special~~equal ~~meeting~~to 61% ofmultiplied ~~stockholders~~by ~~may~~the ~~be taken~~Market ~~without~~Price adefined ~~meeting,~~as ~~without~~the ~~prior~~lowest ~~notice~~one ~~and~~day closing ~~without~~bid aprice ~~vote,~~for ifthe ~~consents~~Company incommon ~~writing~~stock ~~setting~~during ~~forth~~ the twenty ~~action~~day soperiod ~~taken~~ending ~~shall be~~on ~~signed by~~ the ~~holders~~latest ofcomplete ~~outstanding~~trading ~~stock~~day ~~having~~in ~~not less than~~ the ~~minimum~~OTC ~~number~~Markets ofprior ~~votes~~to ~~necessary~~the toconversion ~~authorize~~date. ~~such~~The ~~action~~proceeds atwill abe ~~meeting~~used atfor ~~which~~general ~~all~~corporate ~~shares~~purposes ~~entitled~~and toworking ~~vote~~capital. ~~thereon~~The ~~were~~Agreement ~~present~~carries ~~and~~a ~~voted~~pre-payment inpenalty ~~favor~~if of the ~~following~~Note is ~~action.~~paid ~~Levi~~off ~~Jacobson being~~in ~~the~~30, ~~sole~~60, ~~board~~90,120,150, ~~director~~or ~~and~~180 ~~majority~~days ~~shareholder~~following of the ~~Company~~issue ~~did~~date. ~~hereby~~The ~~take,~~pre-payment ~~ratify,~~penalty ~~affirm,~~is ~~and~~based ~~approve~~on the ~~following~~then ~~Company~~outstanding ~~action~~principal toat ~~amend Section 5 of~~ the ~~certificate~~time of ~~incorporation~~pay ~~that~~off ~~resulted~~plus inaccrued ~~the~~and ~~increase~~unpaid ofinterest ~~authorized~~multiplied ~~capital~~by ~~stock from 520~~120%,~~000~~125%,~~000 shares to 1~~130%,~~220~~135%,~~000~~140%,~~000~~145% respectively. ~~shares~~After the expiration of ~~which~~180 ~~1,200,000,000~~days ~~shares~~following the issue date, ~~par~~the ~~value~~Company ~~$0.0001~~shall ~~per~~have ~~share~~no ~~were designated~~right ~~common~~of prepayment. ~~stock~~The ~~and~~Agreement ~~20,000,000~~includes ~~shares~~customary representations, ~~par~~warranties ~~value~~and ~~$0.0001~~covenants ~~per~~by ~~share~~the ~~were designated~~Company ~~preferred~~and ~~stock,~~customary ~~the (“Amendment”)~~closing conditions.

5.On ~~The~~October ~~total~~2, 2018, ~~number of shares of capital stock which~~ the ~~Corporation~~Closing ~~shall have authority to issue is: one billion two hundred twenty million (1~~Date,~~220,000,000).~~ ~~These~~the ~~shares~~Company initially ~~shall be divided into two classes with one billion two hundred million (1~~reserved 6,~~200~~589,~~000,000)~~819 shares ~~designated~~of as its common stock, ~~at $.0001 par value~~ (~~the "~~“Common Stock"”) for ~~and~~issuance ~~twenty~~upon ~~million~~for ~~(20,000,000)~~conversion ~~shares designated as preferred stock at $.0001 par value (the "Preferred Stock"). The Preferred Stock~~ of the ~~Corporation~~Notes ~~shall be issuable by authority of the Board of Director(s) of the Corporation~~ in ~~one~~accordance 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~~terms thereof ~~upon directors, including, but not limited to, determination of the following:~~ (a)“Reserved ~~The number of shares constituting of that class or series and the distinctive designation of that class or series; (b~~Shares”). The ~~dividend~~Investor ~~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~~right ~~and conditions of such privileges, including provision for adjustment of conversion rate(s) in relation~~ to ~~such~~periodically ~~events~~request ~~as the Board of Directors shall determine; (d) Whether the shares of~~ that ~~class or series shall be redeemable, and, if so,~~ the ~~terms~~number ~~and conditions~~ of Reserved ~~such~~Shares ~~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 lawincreased. 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,

OnThe ~~July~~foregoing descriptions 6,of ~~2018~~the Securities Purchase Agreement, and the ~~Company~~Note do not ~~filed~~purport to be complete and are qualified in their entirety by reference to the ~~Amendment~~full ~~with~~text of the ~~Delaware~~transaction ~~Secretary~~documents, copies of ~~State~~which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

~~The~~Item 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 3.1,02 Unregistered ~~to this Current Report on~~Sales ~~Form~~ of ~~8-K~~Equity ~~and is incorporated by reference herein~~Securities.

The information provided above in “Item 91.01 ~~Financial~~– ~~Statements~~Entry ~~and~~into ~~Exhibits~~a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Note, and the issuance of the shares of the Company’s Common Stock upon conversion of the Note in connection with the financing are exempt from registration under Section 4(da)(2) ~~Exhibits~~of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as defined in Rule 501 of Regulation D.

Exhibit No.	Description
3.1	Amendment to Certificate of Incorporation dated July 6, 2018

On October 8, 2018, David Blau and Tzvi Blau with an address of 314th Street, Lakewood, NJ 08701 each were issued 200,000 restricted common shares at a price of $.05 per share. The securities were sold in a private placement to the foregoing accredited investors as defined in Rule 501 of Regulation D. No commissions are payable. The proceeds will be used for general corporate purposes and working capital.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~Exhibits:

		HEMP NATURALS, INC.
Exhibit No.	Description
Date: July 10, 2018		By:	/s/ Levi Jacobson
10.1	Securities Purchase Agreement
			Levi Jacobson
10.2	Convertible Promissory Note
			Chief Executive Officer

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.

HEMP NATURALS, INC.

Date: October 18, 2018

/s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer

Filing Compare · Hemp Naturals, Inc.