Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2012
Commission File No. 333-167130
SAVVY BUSINESS SUPPORT, INC.
(Exact name of small business issuer as specified in its charter)
Issuer’s Telephone Number: (732) 530-9007
(Former name or former address, if changed since last report.)
With a copy to:
Philip Magri, Esq.
The Sourlis Law Firm
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct Dial: (954) 303-8027
T: (732) 530-9007
F: (732) 530-9008
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):
Item 3.02, Unregistered Sales of Equity Securities.
On November 8, 2012, Savvy Business Support, Inc., a Nevada corporation (the “Company,” “we,” “us,” “our” and similar terms), sold an aggregate of 100 shares of Series B Non-Convertible Preferred Stock to Virginia K. Sourlis, the Company’s sole director and officer (President) for an aggregate purchase price of $10.00. The Company sold these securities under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), since the sale by did not involve a public offering of securities. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the investor represented that he had the necessary investment intent as required by Section 4(2) and agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.
Series B Non-Convertible Preferred Stock
On November 8, 2012, the Company’s Board of Directors designated 100 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock” and the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada therein designating and establishing the class of Series B Non-Convertible Preferred Stock (the “Series B Preferred Stock”).
The outstanding shares of Series B Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series B Preferred Stock outstanding and as long as at least one of such shares of Series B Preferred Stock is outstanding, such share shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series B Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Preferred Stock.
The 80% voting rights of the Series B Preferred Stock essentially renders the voting power of the Common Stock, or any other outstanding voting securities, meaningless. The shares of the Series B Preferred Stock were issued to preserve Ms. Sourlis’ control of the Company. The shares of Series B Preferred Stock are not convertible into any other securities of the Company, including Common Stock, and therefore do not dilute the Company’s outstanding Common Stock. However, in the event of a liquidation of the assets of the Company, the liquidation rights of the Series B Preferred Stock are superior to those of the Common Stock. After the preferential liquidation rights of the Series A Convertible Preferred Stock and Series B Preferred Stock are satisfied, there might not be any remaining assets for the holders of the Company’s Common Stock.
Item 9.01 Financial Statements and Exhibits.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.