0001213900-12-004251.txt : 20120808 0001213900-12-004251.hdr.sgml : 20120808 20120807180518 ACCESSION NUMBER: 0001213900-12-004251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120725 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120808 DATE AS OF CHANGE: 20120807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DC BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0001393463 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54031 FILM NUMBER: 121014574 BUSINESS ADDRESS: STREET 1: 9500 W 49TH AVENUE STREET 2: SUITE D-106 CITY: WHEATRIDGE STATE: CO ZIP: 80033 BUSINESS PHONE: 866-432-2726 MAIL ADDRESS: STREET 1: 9500 W 49TH AVENUE STREET 2: SUITE D-106 CITY: WHEATRIDGE STATE: CO ZIP: 80033 8-K 1 f8k072512_dcbrands.htm CURRENT REPORT f8k072512_dcbrands.htm


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):  July 25, 2012
 
DC BRANDS INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)

Colorado
 
000-054031
(State or other jurisdiction of incorporation)
 
(Commission File No.)

9500 W. 49th Avenue, Suite D-106
Wheat Ridge, CO 80033
(Address of principal executive offices and Zip Code)
 
303-279-3800
 (Registrant's telephone number, including area code)

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 Instruction A.2. below):

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On July 25, 2012, our reverse stock split (the “Stock Split”) of the issued and outstanding shares of common stock on 1 for 200 basis became effective on the DTC system. On June 28, 2012 we filed an amendment to the Articles of Incorporation of DC Brands with the Secretary of the State of Colorado; however, on June 29, 2012 we were notified by DTC that further action was needed before the reverse split would be effectuated through the DTC System.
 
Item 9.01     Financial Statements and Exhibits
 
(d)
 
Exhibits
 
Exhibit No.
 
Description of Exhibit
3.1
 
Articles of Amendment to the Articles of Incorporation
 
 
 
 

 
  
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.
 
 
DC BRANDS INTERNATIONAL, INC.
     
Date: August 7, 2012
By:
/s/ Robert H. Armstrong
   
Robert H. Armstrong
   
Chief Financial Officer
     
 
EX-3.1 2 f8k072512ex3i_dcbrands.htm ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION f8k072512ex3i_dcbrands.htm
Exhibit 3.1

ARTICLES OF AMENDMENT
 
TO THE
 
ARTICLES OF INCORPORATION
 
OF
 
DC BRANDS INTERNATIONAL, INC.
 
Pursuant to CRS 7-90-301 and 7-110-106 of the Colorado Revised Statutes, the undersigned person, desiring to amend the Articles of Incorporation of DC BRANDS INTERNATIONAL, INC., under the laws of the State of Colorado, does hereby sign, verify, and deliver to the Office of the Secretary of State of Colorado, this Amendment to the Articles of Incorporation for the above-named company (hereinafter referred to as the "Company"):

The amendment contained herein was approved by a majority vote of shareholders of the Company on May 21, 2012.

FIRST: The Articles of Incorporation of the Company were first filed and approved by the Office of the Secretary of State of Colorado on April 29, 1998. This Amendment to the Articles will become effective upon the filing of the Articles of Amendment with the Colorado Secretary of State.

SECOND: That ARTICLE III shall be amended by adding at the end thereof the following: “Effective as of June 28, 2012 each share of common stock of the Corporation issued and outstanding as of the record date set by the Corporation's board of directors will be subject to a 1 for 200 reverse stock split, with all fractional shares being rounded up to the nearest whole share.”
 
All other aspects of Article III shall remain unchanged.

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to the Articles of Incorporation to be signed by Robert H. Armstrong, its Chief Financial Officer, this 28th   day of June, 2012.
 


     
 
Robert H. Armstrong
 
Chief Financial Officer