AUGUSTA GOLD CORP. - FORM 8-K - February 27, 2017

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EX-3.1 - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION - AUGUSTA GOLD CORP.bfgc_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):  February 27, 2017

BULLFROG GOLD CORP.

(Exact Name of Registrant as Specified in Charter)


Delaware

 

333-164908

 

41-2252162

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)


897 Quail Run Drive, Grand Junction, Colorado  81505

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (970) 628-1670


______________________

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


Copies to:

Harvey J. Kesner, Esq.

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700


   

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:

 

 

[  ]

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 or Bylaws; Change in Fiscal Year

 

On January 26, 2017 Bullfrog Gold Corp (the “Company”) amended its Articles of Incorporation (the “Amendment”), which Amendment became effective February 8, 2017 upon filing with the State of Delaware. The purpose of the Amendment was to increase the total number of authorized shares.  The total number of shares of stock that the Company shall have authority to issue is One Billion (1,000,000,000).  The classes and aggregate number of shares of each class which the Company shall have authority to issue are as follows:


1.

Seven Hundred Fifty Million (750,000,000) shares of common stock, par value $0.0001 per share; and

2.

Two Hundred Fifty Million (250,000,000) shares of preferred stock, par value $0.0001 per share.


The foregoing description of the Amendment does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits


Exhibit 3.1 - Certificate of Amendment of certificate of Incorporation of Bullfrog Gold Corp.






























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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 thereunto duly authorized.


Date: February 27, 2017

BULLFROG GOLD CORP.

 

 

 

 

 

 

By:

/s/ David Beling

 

 

 

Name: David Beling

 

 

 

Title: President, Chief Executive Officer

and Chief Financial Officer

 








































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AUGUSTA GOLD CORP. Reports