0001026608-13-000086.txt : 20130726 0001026608-13-000086.hdr.sgml : 20130726 20130726110405 ACCESSION NUMBER: 0001026608-13-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130628 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130726 DATE AS OF CHANGE: 20130726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blugrass Energy, Inc. CENTRAL INDEX KEY: 0001365748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 204952339 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54035 FILM NUMBER: 13988318 BUSINESS ADDRESS: STREET 1: 13645 MIDWAY RD. STREET 2: SUITE 322, LB 10 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 972-404-9995 MAIL ADDRESS: STREET 1: 13645 MIDWAY RD. STREET 2: SUITE 322, LB 10 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: COASTAL MEDIA INC. DATE OF NAME CHANGE: 20060612 8-K 1 blug_8k072613.htm 8-K

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): June 28, 2013

NOGAL ENERGY, INC.
(Exact name of Company as specified in its charter)


Nevada
(State or other jurisdiction of incorporation)


333-135852		20-4952339
(Commission File Number)		(IRS Employer Identification No.)

3102 Maple Avenue, Suite 450, Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

Company’s telephone number, including area code: (214) 953-9358

4514 Cole Avenue, Suite 600, Dallas, Texas 75205

(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 Company 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communication 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 June 28, 2013, Pat Mendoza resigned as an officer and director of the Company.

Mr. Mendoza is succeeded by Stephen Bargo, who serves as the Company’s Chairman, and as the sole officer of the Company.

The directors will serve in such capacity until the Company’s next annual meeting of stockholders. Officers serve at the pleasure of the Board.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a Special Meeting of Stockholders held on Tuesday, July 16, 2013, the Company’s stockholders approved two amendments to the Company’s Articles of Incorporation. The two proposals considered at the Special Meeting are described in more detail in the Company’s Proxy Statement and in Item 5.07 immediately below.

The two amendments to the Company’s Articles of Incorporation, filed of record on July 17, 2013, are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

A Special Meeting of Stockholders of the Company was held on Tuesday, July 16, 2013, in Dallas, Texas. The following are the final voting results and a brief description of each matter submitted to the Company’s stockholders at that meeting. Each proposal is described in more detail in the Company’s Proxy Statement.

Proposal 1: Name Change. The stockholders of the Company approved an amendment to the Articles of Incorporation to change the Company’s name from Blugrass Energy Inc. to Nogal Energy, Inc. The following is a tabulation of the voting results:

For	Withheld
246,317,382	5,015,507

Proposal 2: Reverse Split. The stockholders of the Company approved an amendment to the Articles of Incorporation to effect a 1-for-200 reverse stock split of the issued and outstanding shares of the Company’s common stock, such that each one (1) share of common stock issued and outstanding immediately prior to the time the amendment becomes effective shall be automatically reclassified and changed into one-two hundredth (1/200th) of a fully-paid and non-assessable share of common stock. The following is a tabulation of the voting results:

For	Withheld
213,904,270	45,635,421

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description

3.1	Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State of the State of Nevada on July 17, 2013.

3.2	Certificate of Change, filed with the Secretary of State of the State of Nevada on July 17, 2013.

***

SIGNATURES

Pursuant to the requirements of 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: July 25, 2013
	BLUGRASS ENERGY INC.

	By:	/s/ Stephen Bargo
		Stephen Bargo
		Chairman

EX-3.1 2 blug_8k072613ex31.htm EXHIBIT 3.1

Exhibit 3.1

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Name of corporation: Blugrass Energy Inc.

The articles have been amended as follows: (provide article numbers, if available)

Article I is amended in its entirety to read as follows: The name of the corporation is Nogal Energy, Inc.

The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 69%

Effective date of filing: (optional) ______________________________

Signature: (required)

/s/ Stephen Bargo
Signature of Officer

EX-3.2 3 blug_8k072613ex32.htm EXHIBIT 3.2

Exhibit 3.2

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

Name of corporation:

Nogal Energy, Inc.

The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

One billion (1,000,000,000) shares, with a par value of $0.001 and designated as common stock.

The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

One billion (1,000,000,000) shares, with a par value of $0.001 and designated as common stock.

The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

One (1) share of common stock shall be issued after the change in exchange for each two hundred (200) shares of common stock issued.

The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares shall be rounded up to the nearest whole share.

Effective date of filing: (optional) _______________________

Signature: (required)


/s/ Stephen Bargo	Chief Executive Officer
Authorized Signature	Title