EXHIBIT 3.1
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| 7 |
UNITED STATES
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): December 19, 2014
HDIMAX MEDIA, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 002-75313 | 84-0871427 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 74 N. Pecos Road, Suite D, Henderson, NV | 89074 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (702) 463-8528
Indigo-Energy, Inc.
(Former Name, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 19, 2014, Indigo-Energy, Inc. (the “Company”) changed its name to HDIMAX MEDIA, Inc.
The name change was effected through a short-form merger pursuant to Section 92A.180 of the Nevada Revised Statutes by merging a wholly-owned subsidiary of the Company into the Company, with the Company remaining as the surviving corporation in the merger. Under the Nevada Revised Statutes, the merger did not require approval of the Company’s stockholders and had the sole effect of amending the Company’s Articles of Incorporation to reflect the new legal name of the Company. A copy of the Articles of Merger related to the name change, as filed with the Secretary of State of the State of Nevada, is attached hereto as Exhibit 3.1 and incorporated herein by reference. The merger and the resulting name change do not in any way affect the ownership of the Company or otherwise affect the rights or interests of the Company’s stockholders. With the exception of the name change, there were no other changes to the Company’s Articles of Incorporation or Bylaws.
Item 8.01 Other Events.
The Company’s common stock ceased trading under the symbol “IDGG” at the end of the day on December 18, 2014 and, on December 19, 2014, is commencing trading under the new ticker symbol “HMAX.”
On December 19, 2014, the Company issued a press release announcing the name and ticker symbol changes discussed above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |
| 3.1 | Articles of Merger, as filed with the Secretary of State December 8, 2014, effective as of December 19, 2014. | |
| 99.1 | Press Release dated December 19, 2014. | |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HDIMAX MEDIA, Inc. | ||
| Date: December 19, 2014 | By: | /s/ Rajinder Brar |
| Name: Rajinder Brar Title: President and Chief Executive Officer | ||
| 3 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.1 | Articles of Merger, as filed with the Secretary of State December 8, 2014, effective as of December 19, 2014. | |
| 99.1 | Press Release dated December 19, 2014. |
| 4 |
EXHIBIT 3.1
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| 7 |
EXHIBIT 99.1
Indigo-Energy, Inc. Renamed as HDIMAX MEDIA, Inc.
New Name Leverages Strength of Internet Publishing Product Line and Aligns Assets Under a Single Corporate Umbrella
Toronto, Ont. December 19, 2014. Indigo-Energy, Inc. announced today that it has changed its company name to HDIMAX MEDIA, Inc. and that the Company’s common stock will begin trading today under a new ticker symbol, HMAX. The goal of the name change is to reflect the incorporation of its family of digital media products under one global umbrella. HDIMAX MEDIA, Inc. owns or licenses a family of digital magazines and entertainment sites including: 1- http://www.hdimax.com which is positioned as the video solution for a plethora of entertainment venues including sports, concerts, movies and made-for-cable series, 2- www.frontlinewire.com carrying up to date news as it happening, 3- www.fashionstylemag.com the “go-to” website for the latest in fashion, beauty, and celebrity trends, 4- www.thewomanlife.com focusing on health, fitness for women, 5- www.southasianlife.com targeting Asian trends in fashion and beauty, Bollywood trends, and health tips, and 6- www.themanlife.com directed toward men’s lifestyle, career planning, grooming, and reality shows.
According to HDIMEDIA, Inc.’s Chairman and CEO Rajinder Brar, “HDIMAX has a passion and a commitment to deliver its entertainment products and editorial offerings to enhance the online experience for each of its customers.
About HDIMAX MEDIA, Inc.:
HDIMAX MEDIA, Inc. is a digital publishing and broadcast company focused on content and advertising. They strive to create meaningful content for users through considered strategy and innovation in the digital space. Above all, they believe in beautiful design, attention to detail, interaction, experimentation, collaboration and exploration. HDIMAX delivers intelligent products, engaging experiences and exceptional outcomes for incredible clients and consumers all over the world. The company focuses on selling advertising around the content they either produce or license on their owned and operated websites.
HDIMAX owns or licenses online fashion, lifestyle magazines including Fashion Style Magazine (www.fashionstylemag.com), The Woman Life (www.thewomanlife.com), HDI MAX (www.hdimax.com), The Man Life (www.themanlife.com), Frontline Wire (www.frontlinewire.com), and South Asian Life (www.southasianlife.com). As having one of the largest engagement websites, HDIMAX helps its clients develop content to reach their online audiences by creating custom campaigns that simultaneously integrate elements of design, content, and media buying to expand their reach. Their clients range from small businesses, designers, Fortune 500 companies and advertising agencies. HDIMAXs network of websites get hundreds of millions of impressions monthly. More information can be found about HDIMAX at http://media.hdimax.com.