0001493152-18-005776.txt : 20180425 0001493152-18-005776.hdr.sgml : 20180425 20180425171942 ACCESSION NUMBER: 0001493152-18-005776 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180425 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180425 DATE AS OF CHANGE: 20180425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AG Acquisition Group, Inc. CENTRAL INDEX KEY: 0001705126 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 820776144 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55785 FILM NUMBER: 18775195 BUSINESS ADDRESS: STREET 1: 3330 CLEMATIS STREET STREET 2: SUITE 217 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-514-0936 MAIL ADDRESS: STREET 1: 3330 CLEMATIS STREET STREET 2: SUITE 217 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: ZIVARO Holdings, Inc. DATE OF NAME CHANGE: 20180130 FORMER COMPANY: FORMER CONFORMED NAME: AG ACQUISITION GROUP, INC. DATE OF NAME CHANGE: 20170427 8-K 1 form8-k.htm

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) April 25, 2018

AG Acquisition Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-55785

82-0776144

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

330 Clematis Street, Suite 217 West Palm Beach, FL		33401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 341-2684

ZIVARO Holdings, Inc.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K 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))

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 pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 25, 2018, the Board of Directors (the “Board”) of ZIVARO Holdings, Inc. (now known as AG Acquisition Group, Inc.) (the “Company”) deemed it beneficial to the Company and its shareholders to change the Company’s name from ZIVARO Holdings, Inc. to AG Acquisition Group, Inc. (the “Name Change”). Accordingly, on April 25, 2018, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company to effect the Name Change (the “Certificate of Amendment”). The Certificate of Amendment provides that the Name Change shall be effective on April 25, 2018. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The Name Change was approved by the Board by written consent in lieu of a meeting on April 25, 2018. Pursuant to Section 242 of the Delaware General Corporation Law, shareholder approval is not required to complete the Name Change and/or to approve or effect the Certificate of Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Certificate of Amendment to the Certificate of Incorporation of the registrant.

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.

	AG ACQUISITION GROUP, INC.

Date: April 25, 2018	By:	/s/ Laura Anthony
	Name:	Laura Anthony
	Title:	Chief Financial Officer

EX-3.1 2 ex3-1.htm

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

ZIVARO Holdings, Inc.

ZIVARO Holdings, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:

Section 1 of the Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows:

Section 1. Name. The name of the corporation is AG Acquisition Group, Inc. (the “Corporation”).

	2.	This Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved by the Board of Directors of the Company in accordance with Section 242 of the DGCL. Pursuant to Section 242 of the DGCL, the approval of the stockholders of the Company is not required.

	3.	The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be April 25, 2018.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 25^th day of April, 2018.

	ZIVARO Holdings, Inc.

	By:	/s/ Laura Anthony
		Laura Anthony Chief Financial Officer and Secretary