8-K

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)


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 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.


Exhibit No.

Description

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.



 

 

 

BERGIO INTERNATIONAL, INC.

 

 

 

 

 

 

 

 

 

 

 

 

Date: October 16, 2014

 

By:

 /s/ Berge Abajian

 

 

 

 

 

Name: Berge Abajian

 

 

 

 

 

Title: Chief Executive Officer

 




















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