Attached files
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| EX-3 - AMENDED AND RESTATED ARTICLES OF INCORPORATION - FIRST LEVEL ENTERTAINMENT GROUP, INC. | ex_3-3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 22, 2011
SOUND KITCHEN ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida | 333-170016 | 90-0599877 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7076 Spyglass Avenue, Parkland, FL | 33076 |
(Address of principal executive offices) | (Zip Code) |
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Registrant's telephone number, including area code | 954-599-3672 |
End Fuel Corp.
(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 (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 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))
Item 3.02 | Unregistered Sales of Equity Securities. |
As of August 26, 2011, SOUND KITCHEN ENTERTAINMENT GROUP, INC. (the “Company”) issued 24,300,000 restricted shares of its common stock in payment of liabilities and consulting fees for a price of $0.025 per common share, or an aggregate of $607,500 as follows:
1) The following are the common shares issued for consulting fees:
Name |
| Relationship to Company |
| Amount of |
| Description |
|
|
|
|
|
|
|
Alfred Fernandez |
| Former President and Sole Director, |
| 500,000 |
| Consulting fees |
Stephen Corn |
| Stockholder and Consultant |
| 200,000 |
| Consulting fees |
Eric Jacobs |
| Stockholder and Consultant |
| 800,000 |
| Consulting fees |
Steven Adelstein |
| Stockholder and Consultant |
| 1,800,000 |
| Consulting fees |
Stuart Adelstein |
| Consultant |
| 50,000 |
| Consulting fees |
Esther Adelstein |
| Consultant |
| 350,000 |
| Consulting fees |
Russ Regan |
| President and Chairman of the Board of Directors |
| 2,500,000 |
| Consulting fees |
Gala Enterprises, Ltd |
| Consultant |
| 2,500,000 |
| Consulting fees |
Phillip Johnston |
| Consultant |
| 2,500,000 |
| Consulting fees |
Blue Horshoe Trust |
| Consultant |
| 2,500,000 |
| Consulting fees |
John Stewart |
| Consultant |
| 500,000 |
| Consulting fees |
Ira Blonder |
| Consultant |
| 500,000 |
| Consulting fees |
|
|
|
|
|
|
|
Total |
|
|
| 14,700,000 |
|
|
All 14,700,000 common shares were not registered under the Securities Act of 1933, as amended: under exemption contained in Section 4(2) of the Securities Act of 1933 and the shares issued bare a restrictive legend.
2) The following are the common shares issued for payment of liabilities:
Name |
| Relationship to Company |
| Amount of |
| Description |
|
|
|
|
|
|
|
Tammi Shnider |
| Note holder and Stockholder |
| 6,500,000 |
| Conversion of debt |
Gus Guilbert, Jr. |
| Note holder, Stockholder and Consultant |
| 50,000 |
| Conversion of debt |
Stuart Adelstein |
| Note holder, Stockholder and Consultant |
| 1,500,000 |
| Conversion of debt |
B.J. Buntrock |
| Note holder |
| 500,000 |
| Conversion of debt |
Dr. Harry Kloor |
| Note holder |
| 300,000 |
| Conversion of debt |
Esther Adelstein |
| Note holder, Stockholder and Consultant |
| 650,000 |
| Conversion of debt |
Ron Ishoy |
| Note holder |
| 100,000 |
| Conversion of debt |
|
|
|
|
|
|
|
Total |
|
|
| 9,600,000 |
|
|
All 9,600,000 common shares were not registered under the Securities Act of 1933, as amended: under exemption contained in Section 3(a)(9) of the Securities Act of 1933 and the shares issued bare a restrictive legend.
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
New officers and directors were elected as of August 26, 2011 as follows:
Name |
| Position |
| Other |
|
|
|
|
|
Russ Regan |
| President and Chairman of the Board of Directors |
| Became officer and director on August 26, 2011 |
Alfred Fernandez |
| Chief Financial Officer, Secretary and Director |
| Was the former Chief Executive Officer prior to August 26, 2011 |
Background of New Director
Russ Regan, Chief Executive Officer and Chairman of the Board of Directors:
As of August 26, 2011, Mr. Regan (at 82 years old) was elected an officer and director of our company. For the past five (5) years, Mr. Regan has been, from February, 2007 to present, the Chief Executive Officer and Director of Clearvision International, Inc. (CVNI;OTC) and a consultant to various entities in the entertainment and recording areas. As the former president of both U&I Records and 20th Century Records, Mr. Regan has had many relationships with named artists and affiliations with other companies including, but not limited to, Gold River Productions, Inc, Seraph Security, Inc., Tymeless Music Group, Velocity Entertainment, Inc., eWorldEntertainment, Inc. and Crescent Financial Partners, Inc.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 22, 2011, End Fuel Corp. filed Amended and Restated Articles of Incorporation with the Secretary of State of Florida which:
| • | changed the name of the corporation to Sound Kitchen Entertainment Group, Inc., |
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|
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| • | increased the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and fixed a par value of $0.001 per share, |
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| • | authorized a class of 10,000,000 shares of blank check preferred stock, par value $0.001 per share, and |
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| • | included indemnification provisions customary under Florida law, as well as election not to be governed by the provisions of the Florida Business Corporation Act governing affiliated transactions and an election to be governed by the provisions related to control share acquisitions. |
These Amended and Restated Articles of Incorporation were approved by our Board of Directors and by the holders of a majority of our outstanding common stock on August 15, 2011.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
3.3 Amended and Restated Articles of Incorporation
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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.
Date: August 25, 2011 | Sound Kitchen Entertainment Group, Inc. |
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| By: /s/ Alfred Fernandez |
| Alfred Fernandez, President |
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