UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): February 17, 2015

 

Commission File Number 000-54530 

 

FOREX INTERNATIONAL TRADING CORP.

(Exact name of small business issuer as specified in its charter)

 

Nevada  27-0603137

(State or other jurisdiction of incorporation or

organization) 

(I.R.S. Employer Identification No.)

 

c/o Olga Sashcenko

Vasiliy Jukovskiy Str. 3

B2AP38

Kiev 03127 Ukraine

(Address of principal executive offices)

 

888-426-4780

(Issuer’s telephone number)

 

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 (see General Instructions A.2. below):

 

¨ 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))

 

 
 

 

ITEM 5.03      AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.

 

On February 17, 2015, Forex International Trading Corp. (the “Company”) filed a Certificate of Change (the “Certificate”) with the State of Nevada to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 1,000 (the “Reverse Stock Split”). Fractional shares that resulted from the Reverse Stock Split will be rounded up to the next highest number. The Certificate was approved by the Board of Directors of the Company. The effective date of the Reverse Stock Split is February 23, 2015

 

In addition, the Company filed Articles of Merger (the “Articles”) with the Secretary of State of the State of Nevada to effectuate a name change. The Articles were filed to effectuate a merger between Gopher Protocol Inc., a Nevada corporation and a wholly-owned subsidiary of the Company, and the Company, with the Company being the surviving entity. As a result, the Company’s name changed from “Forex International Trading Corp.” to “Gopher Protocol Inc.”.

 

In connection with the above, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority. The Reverse Stock Split will be implemented by FINRA on February 23, 2015. Our symbol on the OTCQB will be FXITD for 20 business days from February 23, 2015 (the “Notification Period”). Our new CUSIP number is 38268V 108. As a result of the name change, our symbol will be changed following the Notification Period.

 

The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the exhibits, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those exhibits for a complete understanding of the terms and conditions associated with this matter.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit Number Description
   
3.1 Certificate of Change filed pursuant to NRS 78.209
   
3.2 Articles of Merger filed pursuant to NRS 92.A.200

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FOREX INTERNATIONAL TRADING CORP.
   
  By: /s/Igwekali Reginald Emmanuel
  Name:  Igwekali Reginald Emmanuel
  Title: CEO, President, Secretary,
  Treasurer and Chairman

 

Date: February 17, 2015

 

 

 

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

 

Certificate of Change Pursuant
to NRS 78.209
 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1. Name of corporation:

Forex International Trading Corp.

 

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

 

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

2,000,000,000 shares of Common Stock, par value $.00001 per share, and 20,000,000 shares of Preferred Stock, $.00001 par value.

 

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

2,000,000 shares of Common Stock, par value $.00001 per share, and 20,000,000 shares of Preferred Stock, $.00001 par value.

 

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

One share of common stock shall be issued after the exchange in exchange for each 1,000 shares of common stock issued.  The preferred stock will not be affected.

 

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares shall be rounded up to the nearest whole.

 

7. Effective date of filing: (optional)   February 23, 2013
    (must not be later than 90 days after the certificate is filed)

  

8. Signature: (required)

 

/s/ Igwekali Reginald Emmanuel   Chief Executive Officer
Signature of Officer   Title

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

  Nevada Secretary of State Stock Split
This form must be accompanied by appropriate fees. Revised:  3-6-09

 

  Reset  

 

 

 

Exhibit 3.2

 

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

 

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ¨ and attach an 81/2” x 11’’ blank sheet containing the required information for each additional entity.

Gopher Protocol Inc.    
Name of merging entity    
  Nevada   Corporation
  Jurisdiction   Entity type *
     
Name of merging entity    
       
  Jurisdiction   Entity type *
     
Name of merging entity    
       
  Jurisdiction   Entity type *
     
Name of merging entity    
       
  Jurisdiction   Entity type *

  

   and, 

Forex International Trading Corp.    
Name of surviving entity    
  Nevada   Corporation
  Jurisdiction   Entity type *

 

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

 

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 1 2007
NV025 - 05/27/2008 C T System Online Revised on: 01/01/07

 

 
 

  

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

 

Attn:    
   
c/o:

 

 

 

 

 

3) (Choose one)

 

¨ The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

 

x The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

 

4) Owner’s approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box ☐ and attach an 8 1/2” x 11’’ blank sheet containing the required information for each additional entity):

 

(a) Owner’s approval was not required from

Gopher Protocol Inc.
Name of merging entity, if applicable
 
Name of merging entity, if applicable
 
Name of merging entity, if applicable
 
Name of merging entity, if applicable
 
and, or;
Forex International Trading Corp.
Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 2 2007
NV025 - 05/27/2008 C T System Online Revised on: 01/01/07

 

 
 

    

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

(b)

The plan was approved by the required consent of the owners of *:

  

 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
and, or;
 
 
Name of surviving entity, if applicable

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 3 2007
NV025 - 05/27/2008 C T System Online Revised on: 01/01/07

  

 
 

  

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

 

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

 

 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
and, or;
 
 
Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 4 2007
NV025 - 05/27/2008 C T System Online Revised on: 01/01/07

  

 
 

   

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

The articles of incorporation of the surviving corporation shall be amended as follows:

 

“FIRST: The name of the Corporation is Gopher Protocol Inc.”

 

6) Location of Plan of Merger (check a or b):

 

  ¨ (a) The entire plan of merger is attached;

 

or,

 

  x (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

 

7)   Effective date  (optional)**:        February 23,  2015            

 

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ’‘Restated’’ or ’‘Amended and Restated,’’ accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

 

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

 

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 5 2007
NV025 - 05/27/2008 C T System Online Revised on: 01/01/07

 

 
 

  

ROSS MILLER

Secretary of State

204 North Carson Street, Ste 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box ¨ and attach an 8 %’’ x 1 1 ’’ blank sheet containing the required information for each additional entity.):

  Gopher Protocol Inc.
  Name of merging entity

 

  X   Chief Executive Officer    
  Signature   Title   Date

 

   
  Name of merging entity

 

  X        
  Signature   Title   Date

 

   
  Name of merging entity

 

  X        
  Signature   Title   Date

 

   
  Name of merging entity

 

  X        
  Signature   Title   Date

 

  Forex International Trading Corp.
  Name of surviving entity

 

  /s/ Igwekali Reginald Emmanuel   Chief Executive Officer   2/17/15
  Signature   Title   Date

 

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

 

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger Page 6 2007
NV025 - 05/27/2008 C T System Online Revised on: 01/01/07

 

 
 

 

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4299

(775) 684 5708

Filing Instructions for the

Amendments Division

Website: secretaryofstate.biz  

 

IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM.

 

Dear Customer: We value your patronage and desire to provide you the best service possible. In an effort to facilitate your filing we would appreciate your taking a moment to read the following before submitting your document. Failure to include any of the information required on the form may cause the filing to be rejected.

-Thank you-

 

1.) One file stamped copy of the filing will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order.

 

2.) If paying for expedite service, include and highlight the word “EXPEDITE” in your correspondence.

 

3.) Verify filing is submitted on the correct form prescribed by the Secretary of State.

 

4.) Forms must include appropriate signatures as required.

 

5.) If applicable, include the appropriate names and addresses as requested on the form.

 

6.) If adding new managers or general partners, their names and addresses must be set forth.

 

7.) Documents must reflect the complete name of the entity as registered with the Secretary of State.

 

8.) Attach all pages that are referenced as attachments.

 

9.) All documents must be legible for filming and/or scanning.

 

10.) If filing restated articles (containing newly amended articles, deletions or additions), provide a form prescribed by the Secretary of State indicating which articles have been amended, deleted or added. Furthermore, the articles must contain the necessary amendment language as required by the statutes governing amendments for that type of business entity.

 

11.) Verify that the status of the entity is not revoked. Verification may be made by visiting our Web site at www.secretaryofstate.biz or calling this office.

 

12.) The correct filing date must be provided when required.

 

13.) All required information must be completed and appropriate boxes checked or filing will be rejected.

 

14.) Please contact this office for assistance if you are unsure of the filing fee for your document. 

 

All forms may be downloaded from our Web site www.secretaryofstate.biz . The Nevada Revised Statutes may be obtained at http://www.leg.state.nv.us/NRS.

 

Filing may be submitted at the office of the Secretary of State or by mail at the following addresses:

 

  (This Office Accepts Expedited Filings Only)
Secretary of State Secretary of State-Satellite Office
Amendments Division Commercial Recordings Division
204 N. Carson Street, Suite 1 555 E. Washington Avenue, Suite 4000
Carson City, NV  89701-4299 Las Vegas, NV  89101
775-684-5708 Fax 775-684-5731 702-486-2880  Fax 702-486-2888

 

Nevada Secretary of State Form AM Instructions 2007
Revised on: 06/05/07
NV025 - 05/27/2008 C T System Online