Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported):  October 10, 2017


QS Energy, Inc.

(Exact Name of Registrant as Specified in Charter)


Nevada   0-29185   52-2088326

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)




 23902 FM 2978

Tomball, Texas

(Address of principal executive offices)   (Zip Code)  


Registrant’s telephone number, including area code: (805) 845-3581



(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:


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))


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 o


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. o  






Item 5.03 (Amendment to Articles of Incorporation or Bylaws)

On October 10, 2017, Registrant filed a Certificate of Amendment to Registrant’s Articles of Incorporation with the Nevada Secretary of State to increase Registrant’s authorized shares of common stock from 300 million to 500 million and to create a new class of preferred stock and authorize the Registrant to issue up to 100 million shares of preferred stock. The amendment is effective as of the date of filing. A copy of Registrant’s Certificate of Amendment is filed herewith as Exhibit 3(i).


Item 9.01 (Financial Statements and Exhibits)


(d) Exhibits.


Exhibit Number Description of Exhibit
3(i) Certificate of Amendment to Articles of Incorporation





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.



Date:   October 11, 2017



  By:   /s/ Michael McMullen
  Name:   Michael McMullen
  Title: CFO