8-K

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): June 13, 2018

Delta International Oil & Gas Inc.

(Exact name of registrant as specified in charter)

Delaware	000-30563
(State or other jurisdiction of incorporation)	(Commission File Number)
HC1 Box 360, 107355 Nipton Rd., Nipton, CA	92364
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (720) 573-0102

(Former Name or Former Address, if Changed Since Last Report)

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 ☒

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2018, the Board of Directors of the Company accepted the resignation of Santiago Peralta as Chief Executive Officer and appointed Scott Stoegbauer, President of the Company, to the office of Chief Executive Officer.

Item 5.03. Amendment to Articles of Incorporation and By-Laws.

On June 13, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware providing for changing the name of the Company from Delta International Oil & Gas Inc. to CannAwake Corporation. The change of the Company’s name will not become effective until it is approved by the Financial Industry Regulatory Authority as effective for trading purposes in the OTC markets.

A copy of the Certificate of Amendment for the name change, as filed with the Delaware Secretary of State, is filed with this report.

Item 9.01. Financial Statements and Exhibits

(d)       Exhibits.

Exhibit No.	Description
3.1(i)	Certificate of Amendment, filed with the Secretary of State of Delaware on June 13, 2018.

1

SIGNATURE

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.

Dated: June 19, 2018	DELTA INTERNATIONAL OIL & GAS INC.
	By:	/s/ Scott Stoegbauer
		President

2

EX-3.1(I)

EXHIBIT 3.1(i)

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DELTA INTERNATIONAL OIL & GAS INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Delta International Oil & Gas Inc. (the “corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: 

FIRST:       That the Board of Directors of the corporation on June 13, 2018, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:

RESOLVED, that the Board of Directors adopts and approves the following amended Article FIRST to replace, in its entirety, the Article FIRST of the corporation’s Certificate of Incorporation:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is CannAwake Corporation.”

SECOND: That said amendment shall become effective on filing with the Secretary of State of the State of Delaware; provided, that for purposes of the public trading markets for the Common Stock of the corporation, the change of the corporation’s name shall be effective on such date and at such time as the Financial Industry Regulatory Authority approves the change of the corporation’s name as effective for trading purposes.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its Chief Executive Officer this 13^th day of June, 2018.