-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8CrJ78Gu0U7jzvpORfo14QKO7s1Ash8x4udGz/TRUBkyOOfz7slQ/TBtS/c3dDn Bz2KKAPeeSh/K+C/B0MJxw== 0001350770-10-000008.txt : 20101007 0001350770-10-000008.hdr.sgml : 20101007 20101007172500 ACCESSION NUMBER: 0001350770-10-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20101004 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20101007 DATE AS OF CHANGE: 20101007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Black Tusk Minerals Inc. CENTRAL INDEX KEY: 0001350770 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52372 FILM NUMBER: 101114585 BUSINESS ADDRESS: STREET 1: 7425 ARBUTUS STREET CITY: VANCOUVER STATE: A1 ZIP: V6P5T2 BUSINESS PHONE: 778-999-2575 MAIL ADDRESS: STREET 1: 7425 ARBUTUS STREET CITY: VANCOUVER STATE: A1 ZIP: V6P5T2 8-K 1 btm.htm MAIN DOCUMENT 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 4, 2010

BLACK TUSK MINERALS INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-52372

(Commission File Number)

20-3366333

(IRS Employer Identification No.)

7425 Arbutus Street, Vancouver, British Columbia, Canada V6P 5T2

(Address of principal executive offices and Zip Code)

(778) 999-2575

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 7.01

Regulation FD Disclosure

On October 7, 2010, the Company announced a 1-for-50 reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share.  The press release announcing the stock split is filed herewith as Exhibit 99.1.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On October 4, 2010, Black Tusk Minerals Inc. (the “Company”) effected a reverse stock split of the Company's common stock at a split ratio of 1-for-50, pursuant to a plan approved by the Company’s Board of Directors.


As a result of the reverse stock split, every fifty (50) pre-split shares of the Company's common stock, $.001 par value per share, issued and outstanding immediately prior to October 11, 2010, at 5:00 p.m. (Pacific Daylight Time) will be automatically exchanged for one (1) post-split share of common stock, $.001 par value per share, with any fractional shares resulting from the exchange being rounded up to the nearest whole share.  Accordingly, the number of shares of the Company's common stock issued and outstanding has been reduced from 47,189,262 shares to 943,790 shares.  Also as a result of the reverse stock split, the number of shares of common stock that the Company is authorized to issue has been reduced from 200,000,000 shares, par value $.001, to 100,000,000 shares, par value $.001.


The Company effected the reverse stock split by filing a “Certificate of Change Pursuant to NRS 78.209” with the Nevada Secretary of State.  The Certificate of Change provided for both the reverse stock split and corresponding reduction in the authorized shares of common stock described above.  The Company’s Board of Directors approved this corporate action on September 20, 2010, but shareholder approval was not required, pursuant to Sections 78.207 and 78.209 of the Nevada Revised Statutes.


Effective October 12, 2010, the Company's common stock will be quoted under the symbol "BKTKD" for a period of 20 business days.  Thereafter, the “D” will be removed from the Company's trading symbol, and it will revert to the previous symbol, "BKTK."  The new CUSIP number of the Company's common stock is 092258300.


The Company has elected to treat the reverse stock split as a non-mandatory exchange.  As a result, there will be no letter of transmittal sent to the Company’s shareholders directing them to exchange their existing stock certificates.  Rather, shareholders will retain their existing pre-split stock certificates until such time as they are submitted to the Company’s transfer agent, Colonial Stock Transfer Company, Inc., for exchange or transfer and will then be replaced by post-split stock certificates.


The Company issued a press release on October 7, 2010 announcing completion of the reverse stock split, a copy of which is attached hereto as Exhibit 99.1.







Item 9.01

Financial Statements and Exhibits


Exhibit Number

Exhibit

3.1

Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State

99.1

Press Release dated October 7, 2010



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.

BLACK TUSK MINERALS INC.

By:  

    /s/ Gavin Roy

Name: Gavin Roy

Title: President and Director


Dated: October 7, 2010

 



EX-99 2 btmnews.htm PRESS RELEASE News Release

BLACK TUSK MINERALS INC.

ONE FOR FIFTY REVERSE STOCK SPLIT

Vancouver, B.C., October 7, 2010 – Black Tusk Minerals Inc. (the “Company”) announced today it has effected a reverse stock split of the Company's common stock at a split ratio of 1-for-50, pursuant to a plan approved by the Company’s Board of Directors.


As a result of the reverse stock split, every fifty (50) pre-split shares of the Company's common stock, $.001 par value per share, issued and outstanding immediately prior to October 11, 2010, at 5:00 p.m. (Pacific Daylight Time), will be automatically exchanged for one (1) post-split share of common stock, $.001 par value per share, with any fractional shares resulting from the exchange being rounded up to the nearest whole share.  Accordingly, the number of shares of the Company's common stock issued and outstanding has been reduced from 47,189,262 shares to 943,790 shares.  Also as a result of the reverse stock split, the number of shares of common stock that the Company is authorized to issue has been reduced from 200,000,000 shares, par value $.001, to 100,000,000 shares, par value $.001.


The Company effected the reverse stock split by filing a “Certificate of Change Pursuant to NRS 78.209” with the Nevada Secretary of State.  The Certificate of Change provided for both the reverse stock split and corresponding reduction in the authorized shares of common stock described above.  The Company’s Board of Directors approved this corporate action on September 20, 2010, but shareholder approval was not required, pursuant to Sections 78.207 and 78.209 of the Nevada Revised Statutes.


Effective October 12, 2010, the Company's common stock will be quoted under the symbol "BKTKD" for a period of 20 business days.  Thereafter, the “D” will be removed from the Company's trading symbol, and it will revert to the previous symbol, "BKTK."  The new CUSIP number of the Company's common stock is 092258300.


The Company has elected to treat the reverse stock split as a non-mandatory exchange.  As a result, there will be no letter of transmittal sent to the Company’s shareholders directing them to exchange their existing stock certificates.  Rather, shareholders will retain their existing pre-split stock certificates until such time as they are submitted to the Company’s transfer agent, Colonial Stock Transfer Company, Inc., for exchange or transfer and will then be replaced by post-split stock certificates. Shareholder questions related to the Company’s stock certificates may be directed to Colonial Stock Transfer Company, Inc., at (801) 355-5740.


ABOUT BLACK TUSK MINERALS INC.

Black Tusk Minerals Inc. is a U.S. mineral exploration company focused on the exploration and development of mineral prospects worldwide.  Most notably, the Company owns a 100% interest in 19 mineral claims, known as the Altococha concessions, in the District of Huanza, Province of Huarochiri, Department of Lima, Peru.

FURTHER INFORMATION

Gavin Roy – President and Director

BLACK TUSK MINERALS INC.

(778) 999-2575


This press release contains “forward-looking statements” and "forward-looking information" within the meaning of Canadian and United States securities laws.  Such forward-looking statements and forward-looking information reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties outlined under the section headings “Cautionary Note Regarding Forward-Looking Statements” and “Risks Factors” in our annual report on Form 10-K, as filed with the SEC on September 15, 2010, under the section heading “Risk Factors” in our most recent quarterly report on Form 10-Q, as filed with the SEC on April 14, 2010, and in our most recent financial statements, reports and registration statements filed with the SEC (available at www.sec.gov) and with Canadian securities administrators (available at www.se dar.com ).  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We do not undertake to update forward-looking statements or forward-looking information, except as may be required by law.






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