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):  April 3, 2014


BERGIO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware

333-150029

27-1338257

(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 April 3, 2014, 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 reduce the par value of all shares of common stock and preferred stock from $0.001 to $0.00001 per share.

 

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation, dated April 3, 2014*

 

*filed herewith

 





















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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.



 

 

 

BERGIO INTERNATIONAL, INC.

 

 

 

 

 

 

 

 

 

 

 

 

Date: April 8, 2014

 

By:

  /s/ Berge Abajian

 

 

 

 

 

Name: Berge Abajian

 

 

 

 

 

Title: Chief Executive Officer

 




















3


 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:55 PM 04/03/2014

FILED 04:46 PM 04/03/2014

SRV 140426447 - 4394720 FILE


STATE OF DELAWARE

CERTIFICATE OF AMENDMENT TO 

CERTIFICATE OF INCORPORATION OF

BERGIO INTERNATIONAL, INC.  


The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

1.         That Article IV.A. of the Certificate of Incorporation of Bergio International,  Inc. (the “Corporation”) is amended to read, in its entirety, as follows:

 

The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is Six Billion Ten Million (6,010,000,000) shares, of which Six Billion (6,000,000,000) shares shall be designated as the Common Stock, par value $0.00001 per share, and Ten Million (10,000,000) shares shall be designated as the Preferred Stock, par value $0.00001 per share, of the Corporation.

 

2.         That the Board of Directors of the Corporation authorized and approved the foregoing amendment by meeting held on April 3, 2014, declaring said amendment to be advisable and presented it to the stockholders of the Corporation for consideration thereof.

 

3.         That thereafter, the holders of the majority of the total voting power of all issued and outstanding voting capital of the Corporation authorized the amendment by written consent on April 3, 2014.

 

4.         That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 3 rd day of April, 2014.


/s/ BERGE ABAJIAN

Berge Abajian

Chief Executive Officer