Attached files

file filename
EX-3.1 - CERTIFICATE OF CHANGE - BIOSTEM U.S. CORPbiostem_ex31.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): November 5, 2012
_______________
 
Biostem U.S. Corporation
(Exact Name of Registrant as Specified in Its Charter)
_______________
 
Nevada
 
333-158560
 
80-0324801
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

13555 Automobile and Umberton Road, Suite 110 Clearwater, FL 33762
 (Address of Principal Executive Offices) (Zip Code)
 
(727) 446-5000
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction 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.
 
Effective November 5, 2012 (the “Record Date”), the Company filed a Certificate of Change with the State of Nevada to effectuate a 1-for-1,000 reverse stock split of its authorized and issued and outstanding common stock.

Item 8.01. Other Events.
 
Effective November 5, 2012 (the “Record Date”), the Company undertook a 1-for-1,000 reverse stock split of its authorized and issued and outstanding common stock, rounding up any fractional shares resulting from the split. Immediately prior to the Record Date there were 600,000,000 shares of common stock authorized and 273,365,856 issued and outstanding. Immediately after the Record Date and the reverse stock split there were 600,000 shares of common stock authorized and 273,366 issued.

Item 9.01 Financial Statements and Exhibits.
 
Exhibits
 
3.1           Certificate of Change filed with the State of Nevada
 
 
2

 

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 thereunto duly authorized.
 
Dated: November 7, 2012
Biostem U.S. Corporation
 
       
 
By:
/s/ Dwight C. Brunoehler
 
   
Dwight C. Brunoehler, Chief Executive Officer
 
 
 
3