Item 5.03 Amendment to Articles of Incorporation or Bylaws.
On May 18, 2022, JV Group, Inc. (the "Company") filed with the Secretary of
State of the State of Delaware a Certificate of Amendment to its Articles of
Incorporation, as amended to change its corporate name from "JV Group, Inc." to
"Awaysis Capital, Inc." (the "Name Change"). A copy of the Certificate of
Amendment is attached as Exhibit 3.1 to this Current Report and is incorporated
into this Item 5.03 by reference.
Item 8.01 Other Events.
In connection with the Name Change, the Company has changed its ticker symbol
from "ASZP" to "AWYS" (the "Symbol Change"). Effective May 20, 2022, the
Company's common stock, par value $.01 per share ("Common Stock"), began trading
on the OTC Market under the new symbol. The CUSIP number of the Common Stock
remains the same.
Neither the Name Change nor the Symbol Change will impact the rights of the
Company's shareholders. Stock certificates bearing the former name of the
Company will continue to be valid.
On February 23, 2022, the Company filed a Current Report on Form 8-K announcing
that the Company's Board of Directors (the "Board") and Harthorne Capital, Inc.
("Harthorne"), the owner of approximately 99.2% of the then outstanding Common
Stock, authorized an amendment to the Company's Articles of Incorporation, as
amended to (a) decrease the authorized number of shares of Common Stock from
1,000,000,000 to 250,000,000 (the "Authorized Common Decrease"), and (b)
decrease the authorized number of shares of "Blank-Check" Preferred Stock from
25,000,000 to 5,000,000 (the "Authorized Preferred Decrease" and, with the
Authorized Common Decrease, the "Authorized Decrease"). Despite the prior
announcement, the Board and Harthorne have decided not to proceed with the
Authorized Decrease.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
3.1 Certificate of Amendment, dated May 18, 2022
104 (Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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