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) May 14, 2012
TAKEDOWN ENTERTAINMENT
INC.
(Exact name of registrant as specified in its
charter)
| Nevada | 000-54338 | 26-2801338 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
| 22 Billiter Street, London, England | EC3M 2RY |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (310) 995-1070
Not Applicable
(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 (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))
2
Item 8.01 Other Items
On May 14, 2012, our board of directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary Green Hygienics Holdings Inc., a Nevada corporation, to effect a name change from Takedown Entertainment Inc. to Green Hygienics Holdings Inc. Green Hygienics Holdings Inc. was formed solely for the change of name.
In addition to the name change, our board of directors approved to effect a reverse split of our authorized and issued and outstanding shares of common stock on a 2,000 old for one (1) new basis, such that our authorized capital will be decreased from 375,000,000 shares of common stock to 187,500 shares of common stock and, correspondingly, our issued and outstanding shares of common stock will be decreased from 82,816,641 shares of common stock to 41,408 shares of common stock, all with a par value of $0.001.
These amendments are currently under review with the Financial Industry Regulatory Authority (“FINRA”). We will announce the completion of FINRA review and the effectiveness of these changes on the market by filing a Current Report on Form 8-K.
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.
TAKEDOWN ENTERTAINMENT INC.
| /s/ Peter E. Wudy | |
| Peter E. Wudy | |
| President and Director |
Date: May 29, 2012