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): February 27, 2018 (February 26, 2018)



(Exact name of registrant as specified in its charter)


Delaware   001-34106   11-3820796

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


9841 Washingtonian Boulevard, #390

Gaithersburg, MD 20878

(Address of principal executive offices) (zip code)


(301) 329-2700

(Registrant’s telephone number, including area code)



(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 registrant 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 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))


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 [X]


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. [  ]








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


On February 26, 2018, RealBiz Media Group, Inc. filed an amendment to its Certificate of Incorporation to increase its authorized common stock from 1,000,000,000 shares to 1,500,000,000 shares.


A copy of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


3.1 Certificate of Amendment of the Certificate of Incorporation of RealBiz Media Group, Inc.


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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.


  RealBiz Media Group, Inc.
Dated: February 27, 2018 /s/ Anshu Bhatnagar
  Anshu Bhatnagar
  Chief Executive Officer


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