Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 10, 2014

CVSL INC.

(Exact name of registrant as specified in its charter)

Florida	Commission	98-0534701
(State or other jurisdiction	File No.: 00-52818	(IRS Employer
of incorporation or organization)		Identification No.)

2400 North Dallas Parkway, Suite 230, Plano, Texas 75093

(Address of principal executive offices and zip code)

(972) 398-7120

(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:

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 October 10, 2014, CVSL Inc. (the “Company”) filed an amendment to its Articles of Incorporation with the Secretary of State of Florida (the “Amendment”) to effectuate a reverse stock split (the “Stock Split”) of its issued and outstanding shares of common stock on a 1 for 20 basis and to reduce proportionately the number of its authorized shares of common stock from 5,000,000,000 shares of common stock to 250,000,000 shares of common stock and the number of its authorized shares of preferred stock from 10,000,000 shares of preferred stock to 500,000 shares of preferred stock. The Stock Split is expected to be effective on October 16, 2014. As of that date, each 20 shares of issued and outstanding common stock will be converted into one share of common stock. No fractional shares will be issued in connection with the Stock Split. Instead, any fractional shares that remain after the Stock Split will be rounded up to the nearest whole number of shares.

All options, warrants and convertible securities of the Company outstanding immediately prior to the Stock Split will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 20 and multiplying the exercise or conversion price thereof by 20, as a result of the Stock Split.

Beginning on October 17, 2014, the Company’s shares of common stock will trade on the OTCQX Marketplace under the symbol “CVSLD,” with a “D” added for 20 trading days to signify that the Stock Split has occurred.

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

Item 9.01 Financial Statements and Exhibits.

3.1. Articles of Amendment to the Articles of Incorporation, dated October 10, 2014.

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.

	CVSL INC.


Date: October 16, 2014	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number		Description

3.1		Articles of Amendment to the Articles of Incorporation, dated October 10, 2014.

Exhibit 3.1

Articles of Amendment to Articles of Incorporation of CVSL INC. (Name of Corporation as currently filed with the Florida Dept. of State) P11000056213 (Documefloridant Number of Corporation (if known) Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation: A. If amending name. enter the new name of the corporation: -The new name must be distinguishable and contain the word "corporation," "company, " or "incorporated" or the abbreviation "Corp.," "Inc.," or Co.," or the designation "Corp, " "Inc, " or "Co". A professional corporation name must contain the word "chartered," "professional association," or the abbreviation "P.A. " B. Enter new principal office address, if applicable: (Principal office address MUST BE A STREET ADDRESS) C. Enter new mailing address. if applicable: (Mailing address MAY BE A POST OFFICE BOX) D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and /or the new registered office address: Name of New Registered Agent (Florida street address) New Registered Office Address: -'Florida (City) (Zip Code) New Registered Agent's Signature. if changing Registered Agent: I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position. Signature of New Registered Agent, if changing Page 1 of 4

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added: (Attach additional sheets, if necessary) Please note the officer/director title by the first letter of the office title: P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO ;::; Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held President, Treasurer, Director would be PTD. Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add. Example: X Change PT John Doe X Remove Mike Jones X Add SV Sally Smith Type of Action (Check One) Address 1) Change Add Remove 2) Change Add Remove 3) Change Add Remove 4) Change Add Remove 5) Change Add Remove 6) Change Add Remove Title Name Address

E. If amending or adding additional Articles, enter change(s) here: (Attach additional sheets, if necessary). (Be specific) See Attached F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained In the amendment itself: (if not applicable, indicate N/A)

The date of each amendment(s) adoption: April 14, 2014 Effective date if applicable: October 16, 2014 no more than 90 days after amendment file date) Adoption of Amendment(s) (CHECK ONE) 0 The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval. 0 The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): "The number of votes cast for the amendment(s) was/were sufficient for approval by (voting group).” The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required. 0 The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. Signature (By a director, president or other officers have not been selected, by incorporator - if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) Kelly Kittrell (Typed or printed name of person signing) Chief Financial Officer (Title of person signing) /s/ Kelly L. Kittrell

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CVSL INC.

Pursuant to Section 607.1006 of the Florida Business Corporation Act (“FBCA”), CVSL Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Florida, hereby adopts the following amendment to its Articles of Incorporation (the “Articles of Amendment”):

1. The name of the Corporation is “CVSL Inc.” The original Articles of Incorporation were filed with the Secretary of State of the State of Florida on June 15, 2011, Amended Articles of Incorporation were filed with the Secretary of State of the State of Florida on August 9, 2011, Amended Articles of Incorporation were filed with the Secretary of State of the State of Florida on April 12, 2013, and Amended Articles of Incorporation were filed with the Secretary of State of the State of Florida on May 30, 2013.

2. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 607.10025 of the FBCA setting forth a proposed amendment to the Articles of Incorporation of the Corporation and declaring said amendment to be advisable. No stockholder approval is needed under the FBCA. The amendment amends the Articles of Incorporation of the Corporation as follows:

Article IV is hereby amended by deleting the first paragraph of Article IV and replacing the paragraph with the following two paragraphs:

“The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 250,500,000 shares, consisting of 250,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 500,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Upon the effective time of the Articles of Amendment to the Articles of Incorporation (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time shall be reclassified into a smaller number of shares such that every twenty (20) shares of issued Common Stock immediately prior to the Effective Time are reclassified into one (1) share of Common Stock. Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the reclassification and any fraction of a share of Common Stock that would otherwise have resulted from the foregoing stock split will be eliminated by rounding such fraction up to the nearest whole share. Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified; provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.”

3. The Effective Time of these Articles of Amendment shall be October 16, 2014 at 5:00 P.M. Eastern Time.

4. All other paragraphs in Article IV shall remain the same.

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