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): August 31, 2004
Commission File Number: 000-50146
Tornado Gold International Corp.
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(Exact name of registrant as specified in its charter)
Nevada 94-3409645
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3841 Amador Way, Reno, Nevada 89502
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(Address of principal executive offices) (Zip Code)
(775) 827-2324
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(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):
[ ] 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 CHARTER/BYLAW AMENDMENTS
On August 25, 2004, Tornado Gold International Corp., a Nevada corporation (the
"Registrant") filed an amendment to its Articles of Incorporation with the
Secretary of State of Nevada to effectuate an increase in its authorized stock
to 100,000,000 shares of common stock. That certificate of amendment is attached
hereto as Exhibit 3.1.
ITEM 8.01 OTHER EVENTS
STOCK SPLIT. On August 18, 2004, the Registrant's Board of Directors approved a
6.8181818 for 1 stock split of the Registrant's issued and outstanding common
stock which shall be effectuated through a dividend of 5.818181818 shares for
each share of common stock outstanding as of the record date. The Registrant's
intent of the stock split is to increase the marketability and liquidity of its
common stock and hopefully increase the value of its common stock. The dividend
will be payable on August 31, 2004 for shareholders of record on August 30,
2004. After the split, the total number of the Registrant's issued and
outstanding shares of common stock will be 45,000,000 shares. The Registrant's
common stock will continue to be $0.001 par value. Fractional shares will be
rounded upward. This action was facilitated by a recent change to the
Registrant's Articles of Incorporation, increasing the Registrant's authorized
stock to 100,000,000 shares of common stock, which was given effect on August
25, 2004 by filing a certificate of amendment with the Nevada Secretary of
State. That certificate of amendment is attached hereto as Exhibit 3.1.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibit Number Description
EX-3.1 Certificate of Amendment to 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, thereunto duly authorized.
Tornado Gold International Corp.
August 30, 2004 By: /s/ Earl W. Abbott
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Earl W. Abbott, President and
Chief Executive Officer