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 14, 2014
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 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective on October 14, 2014, Bergio International, Inc., a Delaware corporation (the “Company”), filed an Certificate of Amendment to Certificate of Incorporation (the “Amendment”) to effectuate a 1-for-1,000 reverse stock split of the Company’s common stock (the “Reverse Split”).
On October 10, 2014, the Company received notice from Financial Industry Regulatory Authority (“FINRA”) that the Reverse Split has been approved and will take effect on October 14, 2014 (the “Effective Date”).
Immediately prior to the Reverse Split, the Company had 5,920,420,176 shares of common stock issued and outstanding. After the Reverse Split, the Company has 5,920,421 shares of common stock issued and outstanding.
The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Item. 8.01 Other Items.
The information set forth in Item 5.03 is incorporated by reference.
The Company’s shares will continue to trade on The OTC Markets under the symbol “BRGO” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Split has occurred.
The Reverse Split has no impact on shareholders’ proportionate equity interests or voting rights in the Company or the par value of the Company’s common stock, which remains unchanged.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description | |
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3.1 |
Certificate of Amendment to Certificate of Incorporation* |
*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.
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BERGIO INTERNATIONAL, INC. |
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Date: October 16, 2014 |
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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 12:57 PM 10/08/2014 FILED 12:52 PM 10/08/2014 SRV 141270485 - 4394720 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
BERGIO INTERNATIONAL, INC.
Bergio International, Inc., a corporation incorporated under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:
1. That Article IV of the Certificate of Incorporation of 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.
Effective as of the opening of business on October 9, 2014, each one thousand (1,000) shares of the Corporation’s common stock, par value $0.00001 per share, issued and outstanding as of that date shall be converted and reclassified into one (1) share of the Corporation’s common stock, par value $0.00001 per share. Any fractional shares resulting from conversion will be rounded up to the nearest whole number.”
2. That the Board of Directors of the Corporation authorized and approved the foregoing amendment by unanimous written consent in lieu of a meeting on August 21, 2014, declaring said amendment to be advisable and presented it to the majority stockholder of the Corporation for consideration thereof.
3. That thereafter, the holder of the majority of the total voting power of all issued and outstanding voting capital of the Corporation authorized the amendment by written consent in lieu of a meeting on August 21, 2014.
4. The foregoing amendment has been 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 Corporation has caused this certificate to be signed this 7th day of October, 2014 .
/s/ BERGE ABAJIAN
Berge Abajian
Chief Executive Officer