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
January 11, 2012
Date of Report (Date of earliest event reported)
ONTECO CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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000-53104
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51-0668045
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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19495 Biscayne Blvd.
Suite 411
Aventura, Florida
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33180
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(Address of principal executive offices)
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(Zip Code)
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(305) 932-9795
Registrant’s telephone number, including area code
N/A
Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 7. REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
Reverse Stock Split
On November 2, 2011, the Board of Directors of Onteco Corporation, a Nevada corporation (the “Corporation”) pursuant to unanimous written consent resolutions authorized and approved a reverse stock split of one for one thousand (1:1,000) of the Corporation’s total issued and outstanding shares of common stock (the “Reverse Stock Split”). On November 2, 2011, certain shareholders holding in the aggregate a majority of the voting rights of the Corporation pursuant to written consent resolutions authorized and approved the Reverse Stock Split. The Reverse Stock Split was effectuated based on market conditions and upon a determination by the Corporation’s Board of Directors that the Reverse Stock Split was in our best interests and those of the shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Reverse Stock Split, including: (i) current trading price of the Corporation’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) potential for future funding based upon discussions with investors.
The Reverse Stock Split was effectuated on January 11, 2012 following the filing of the appropriate documentation with FINRA. The Reverse Stock Split decreased our total issued and outstanding shares of common stock from 745,634,893 to 745,635 shares of common stock. The shares of common stock will continue to be $0.001 par value.
The Corporation’s trading symbol on the Over-the-Counter Bulletin Board will remain at “ONTCD”. The “D” will be removed twenty days from January 11, 2012.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not applicable
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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ONTECO CORPORATION
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DATE: January 16, 2012
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By:
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/s/ Dror Svorai | |
| Name: Dror Svorai | |||
| Title: President/Chief Executive Officer | |||