UNITED STATES

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): ~~October~~January 1327, ~~2016~~2017

SOUL AND VIBE INTERACTIVE INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-55091	38-3829642
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6548 South Big Cottonwood Canyon Road Salt Lake City, Utah		84121
(Address of principal executive offices)		(Zip Code)

6548 South Big Cottonwood Canyon Road Salt Lake City, Utah		84121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (763) 400-8040

Copies to:

~~Richard~~Peter A.Anthony ~~Friedman, Esq.~~Chiodo

~~Sichenzia~~Soul ~~Ross~~and ~~Friedman~~Vibe ~~Ference~~Interactive ~~LLP~~Inc.

616548 ~~Broadway~~South Big Cottonwood Canyon Road, ~~32nd~~Suite ~~Floor~~200

~~New~~Salt ~~York~~Lake City, ~~New~~Utah, ~~York 10006~~84121

Telephone: (212) 930-9700

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))

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.

ITEM 15.~~01 ENTRY~~03 ~~INTO~~AMENDMENTS ATO ~~MATERIAL~~ARTICLES ~~DEFINITIVE~~OF ~~AGREEMENT~~INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

OnChanges ~~October~~to ~~13,~~voting ~~2016,~~power ~~the~~of ~~Company~~Series ~~issued~~B anPreferred Stock. As previously reported on Form 8%-K ~~Convertible~~filed ~~Promissory~~with ~~Note~~the SEC on July 31, 2013, on July 28, 2013, the board of directors (the “~~Consulting Note~~Board”) inauthorized the ~~aggregate~~designation of a new series of preferred stock out of ~~principal~~its ~~amount~~available preferred stock and authorized the issuance of ~~$164~~up to 130,000 toshares anof ~~independent~~Series ~~contractor~~B Preferred Stock. On July 30, 2013, the Company filed the Certificate of Designation of the Series B Preferred Stock (the “~~Contractor").~~Certificate ~~Interest~~of onDesignation”) with the ~~Note~~Secretary isof ~~payable~~State in of the ~~amount~~State of 8%Nevada. Each such share of Series B Preferred Stock entitled its holder to vote the equivalent ~~principal~~of ~~amount~~1,000 ~~regardless~~shares of ~~how~~Common ~~long~~Stock at the ~~Debenture~~record ~~remains~~date ~~outstanding.~~for ~~Principal~~the ~~and~~determination ~~interest~~of isshareholders entitled to vote on any matter ~~due~~coming ~~and~~before ~~payable~~the ~~October~~common ~~13,~~shareholders ~~2017~~or, ~~twelve~~if ~~months~~no ~~after~~such record date is established, at the date such vote is taken or any written consent of ~~the~~shareholders ~~Note~~is solicited. The ~~Debenture~~Series B Preferred Stock has no stated value, is not convertible into ~~shares~~other securities of the Company~~’s common~~ ~~stock~~and athas ~~any~~no ~~time~~liquidation atpreference. ~~the~~On ~~discretion~~January of20, 2015, the ~~Investor~~Board atapproved aand ~~variable~~filed ~~conversion~~with ~~price~~the ~~(“VCP”).~~Secretary ~~The~~of ~~VCP~~State isof ~~calculated~~Nevada asan Amendment to the ~~lowest~~Certificate ~~trading~~of ~~price~~Designation ~~during~~increasing the ~~fifteen~~voting ~~(15)~~power ~~trading~~of ~~days~~its ~~immediately~~holders ~~prior~~of Series B Preferred Stock to ~~the~~2,000 ~~conversion~~shares ~~date~~of ~~multiplied by~~Common ~~ninety~~Stock. ~~percent~~On ~~(90%)~~November 23, ~~which~~2015, ~~represents~~the aBoard ~~10%~~approved ~~discount.~~a ~~Any~~second ~~transfer~~Amendment ~~and/or~~to ~~sale~~the Certificate of Designation increasing the ~~Debenture,~~voting bypower ~~the~~of ~~Contractor~~its toholders aof ~~third party,~~Series ~~either~~B inPreferred ~~whole~~Stock orto ~~in part~~4,000 ~~must~~shares beof ~~approved,~~Common inStock; ~~writing,~~the byCompany filed this second Amendment with the ~~Company~~Secretary of State of Nevada on November 25, 2015.

~~The~~On ~~Company~~January ~~may~~4, ~~prepay~~2017, the ~~Debenture,~~Board ~~subject~~approved a third Amendment to ~~five~~the ~~business~~Certificate ~~days~~of ~~prior~~Designation. ~~notice~~“Except toas ~~the~~otherwise ~~Investor,~~expressly required by: ~~(i)~~law, ~~within~~each anholder ~~initial~~of 89Series ~~days period~~B ~~after~~Preferred ~~the~~Stock ~~issuance~~shall ofbe ~~the~~entitled ~~Debenture,~~to byvote ~~paying~~on anall ~~amount~~matters ~~equal~~submitted to ~~100%~~shareholders ~~multiplied~~of common bystock of the ~~amount~~Corporation ~~that~~and ~~the~~shall ~~Company~~be isentitled ~~prepaying; and~~to Ten Thousand (ii10,000) ~~within~~votes ~~the~~for ~~period~~each share of ~~the~~Series ~~90th~~B ~~day~~Preferred ~~through~~Stock owned at the ~~119th~~record ~~day~~date ~~after~~for the ~~issuance~~determination of ~~the~~common ~~Debenture,~~shareholders ~~by paying~~entitled anto ~~amount~~vote ~~equal~~on tosuch ~~105%~~matter ~~multiplied~~or, ~~the~~if ~~amount~~no ~~that~~such ~~the~~record ~~Borrower~~ date is ~~prepaying;~~established, ~~and~~at ~~(iii) within~~ the ~~period~~date ofsuch ~~the~~vote ~~120th day~~is ~~through~~taken ~~the~~or ~~149th~~any ~~day~~written ~~after~~consent ~~the~~of ~~issuance~~shareholders ofis ~~the~~solicited ~~Debenture~~provided, byhowever, ~~paying~~that if anthe ~~amount~~votes ~~equal~~by tothe ~~110%~~holders ~~multiplied~~of the ~~amount~~ ~~that~~Series ~~the~~B ~~Borrower~~preferred isstock ~~prepaying;~~do ~~and~~not ~~(iv)~~total ~~within~~at ~~the~~least ~~period~~51% of the ~~150th~~votes ~~day~~of ~~through~~all ~~the~~classes ~~179th~~of ~~day~~our capital ~~after~~stock ~~the~~entitled ~~issuance~~to ofvote, then the ~~Debenture,~~votes cast by ~~paying~~a anmajority ~~amount~~of ~~equal~~the toholders ~~115%~~of ~~multiplied~~ the ~~amount~~Series ~~that~~B ~~the~~preferred ~~Borrower~~stock isshall ~~prepaying.~~be ~~Beginning~~deemed to equal on51% ~~the~~of ~~180th~~all ~~day~~votes ~~after~~cast. ~~the~~Except ~~issuance~~as ofotherwise ~~this~~required ~~Note~~by law, ~~there~~the ~~shall~~holders beof noshares ~~prepayment~~of ~~permitted~~Series soB ~~long~~Preferred asStock ~~the~~shall ~~Note~~vote ~~remains~~together ~~outstanding,~~with ~~unless~~ the ~~Borrower~~holders ~~and~~of ~~Holder~~common ~~otherwise~~stock ~~agree~~on inall ~~writing.~~matters ~~Any~~and ~~such~~shall ~~prepayment~~not ofvote ~~principal~~as ~~shall~~a ~~only~~separate beclass.” ~~executed provided~~Other ~~that~~than ~~such~~the ~~amount~~aforementioned, no ~~must~~further beamendment ~~paid~~to inthe ~~cash~~Certificate onof ~~the~~Designation ~~next~~was ~~business~~made. ~~day~~The ~~following~~foregoing ~~such~~description 5does ~~business~~not ~~day~~purport ~~notice~~to ~~period,~~be ~~and~~complete ~~the Investor~~and ~~may~~is ~~still~~qualified ~~convert~~in ~~this~~its ~~Note~~entirety ~~pursuant~~by reference to the ~~terms~~complete ~~here~~text of atthe ~~all~~Amendment, ~~times~~which ~~until~~is ~~such~~attached ~~prepayment~~hereto ~~amount~~as ~~has~~Exhibit ~~been~~3.1 ~~received~~and inincorporated herein ~~full~~by reference.

AsIncrease ain ~~correction,~~the onCompany’s ~~September~~authorized ~~30,~~number ~~2016,~~of shares of Common Class Stock. As described in the ~~Company~~original ~~filed~~and aamended ~~Form~~Definitive Information ~~8-K~~Statement ~~noting~~on ~~that~~Schedule 14C filed on ~~September~~January 275, ~~2015~~2017 and January 13, 2017, respectively, the Company ~~had~~filed ~~issued~~an aAmendment ~~Convertible Promissory Note~~ (the “~~Legal~~January ~~Services~~2017 ~~Note~~Amendment”) to its Articles of Incorporation with the ~~Corporation’s~~Secretary ~~counsel~~of inState ~~exchange~~of ~~for~~Nevada to effectuate ~~legal~~an ~~services~~increase ~~provided.~~in ~~The~~the ~~year~~Company’s authorized number of ~~the~~shares ~~transaction~~of ~~was~~Common ~~incorrectly~~Class ~~stated~~Stock to 2,000,000,000. itThe ~~should~~January ~~have~~2017 ~~been~~Amendment was ~~2016~~effective ~~and~~on ~~not~~January ~~2015~~25, 2017. ~~The~~A ~~exhibits associated~~copy ~~with~~of the ~~Form~~Amendment ~~8-K~~is ~~filed~~attached ~~September~~as ~~30,~~Exhibit ~~2016~~3.2. ~~were~~As ~~correct~~of January 27, ~~however~~2017, ~~and~~the doCompany’s authorized ~~include~~capitalization ~~the~~consisted ~~correct~~of ~~date.~~2,000,000,000 ~~Only~~shares ~~the~~of ~~date~~Common ~~within the~~Class ~~textual~~Stock, ~~body~~of which 612,604,576 shares of the ~~Form~~Company’s Common ~~8-K~~Class ~~itself,~~Stock were issued and ~~not~~outstanding ~~the~~and ~~exhibits~~10,000,000 ~~was~~shares ~~noted~~of ~~incorrectly~~Preferred Stock authorized, of which 130,000 were issued and outstanding.

The foregoing descriptions of each of the notes does not purport to be complete and is qualified in its entirety by reference to the full text of each document, which are filed as Exhibits to this Current Report on Form 8-K ~~and~~2 ~~are incorporated herein by reference.~~-

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The securities were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D under the Securities Act. Each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
4.1		Form of 8% Convertible Promissory Note for consulting services.
3.1		3.1 Amendment to Certificate of Designation.
3.2		3.2 Amendment to the Articles of Incorporation.

- 23 -

Signatures

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.

	SOUL AND VIBE INTERACTIVE INC.
Date: October 14, 2016	By:	/s/ Peter Anthony Chiodo
Date: January 27, 2017	By:	/s/ Peter Anthony Chiodo
		Peter Anthony Chiodo
		Chief Executive Officer and President

- 34 -

Filing Compare · Soul & Vibe Interactive Inc.