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): November 29, 2012
BERGIO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
333-150029 |
27-1338257 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
12 Daniel Road
East Fairfield, NJ 07004
(Address of principal executive offices) (Zip Code)
(973) 227-3230
Registrant’s telephone number, including area code:
¨ Written communication 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 40.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles of Incorporation
On November 29, 2012, Bergio International, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to increase the Company’s authorized common stock from five hundred million (500,000,000) to one billion five hundred million (1,500,000,000) shares of common stock, par value $0.001 per share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Certificate of Incorporation, dated November 29, 2012* |
*filed herewith
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.
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BERGIO INTERNATIONAL, INC. |
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Date: December 12, 2012 |
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By: |
/s/ Berge Abajian |
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Name: Berge Abajian |
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Title: Chief Executive Officer |
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State of Delaware
Secretary of State
Division of Corporations
Delivered 01:45 PM 11/29/2012
FILED 01:45 PM 11/29/2012
SRV 121275276 - 4394720 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST : That at a meeting of the Board of Directors of
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BERGIO INTERNATIONAL, INC. |
RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered " FOURTH " so that, as amended, said Article shall be and read as follows:
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THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE IS 1,500,000,000 SHARES OF COMMON STOCK HAVING A $0.001 PAR VALUE
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SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 29 TH day of NOVEMBER , 20 12 .
By: /s/ BERJ ABAJIAN
Authorized Officer
Title: CEO AND PRESIDENT
Name: BERJ ABAJIAN
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