Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Incorporation (Increase in Authorized Capital)
On September 14, 2015, Blue Water Global Group, Inc. (“Blue Water”) amended its Articles of Incorporation to increase its authorized capital. This was required to remain in compliance with certain debt covenants relating to some of Blue Water’s outstanding convertible promissory notes.
Blue Water now has authorized capital stock of 5,000,000,000 shares comprised of 4,995,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value.
Amendment to Certificate of Designation of Series A Preferred Stock
Simultaneous with amending the Articles of Incorporation, Blue Water amended the Certificate of Designation to its Series A Preferred Stock. The Amended Certificate of Designation to its Series A Preferred Stock increased the number of votes for each share of Series A Preferred Stock from 3,000 votes per share to 10,000 votes per share.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 3.10
Amendment to Articles of Incorporation dated September 14, 2015
Exhibit 3.11
Amended Certificate of Designation for Series A Preferred Stock dated
September 14, 2015
2
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.
BLUE WATER GLOBAL GROUP, INC.
Dated: September 17, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
3
