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

Commission File No.: 0-51688

Date of Report: ~~December~~February 3112, ~~2015~~2016

BITZIO, INC.

(Exact name of registrant as specified in its charter)

Nevada		16-1734022
(State of other jurisdiction of		(IRS Employer
incorporation or organization		Identification No.)

25 Cozycroft Avenue, Suite A, Chatsworth CA		91311
9625 Cozycroft Avenue, Suite A, Chatsworth CA		91311
(Address of principal executive offices)		(Zip Code)

(213) 489-1377

(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:

[ ] 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 1.01	Entry into a Material Definitive Agreement
Item 2.01	Completion of Acquisition of Assets
Item 2.03	Creation of a Direct Financial Obligation
Item 3.02	Unregistered Sale of Equity Securities
Item 5.01	Changes in Control of Registrant
Item 5.02	Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers
Item 5.03	Amendments to Articles of Incorporation

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Designation~~[ ] Pre-commencement ofcommunications ~~Series~~pursuant Eto ~~Preferred~~Rule ~~Stock~~14d-2(b) ~~and~~under ~~Series~~the FExchange ~~Preferred~~Act ~~Stock~~(17 CFR 240.14d-2(b))

On[ ] Pre-commencement ~~December~~communications ~~31,~~pursuant ~~2015~~to ~~Bitzio,~~Rule ~~Inc.~~ 13e-4(~~“Bitzio” or the “Company”~~c) ~~filed~~under ~~with~~ the ~~Nevada~~Exchange ~~Secretary~~Act of(17 ~~State~~CFR a Certificate of Designation designating 520,000 shares of preferred stock as Series E Preferred Stock and a Certificate of Designation designating 800,000 shares of preferred stock as Series F Preferred Stock240.13e-4(c))

~~Each outstanding~~Item ~~share of Series E Preferred Stock will have a preference on liquidation of Ten Dollars ($10)~~4.01 ~~The~~Change holder of a share of Series E Preferred Stock will have the right to convert the Ten Dollar value of the share into common stock at a conversion price equal to 85% of the average closing bid price for Bitzio common stock during the five trading days preceding conversion, except that no conversion is permitted that will result in ~~the holder becoming the beneficial owner of more than 4.99% of Bitzio~~Registrant’s ~~outstanding~~ ~~common~~Certifying ~~stock. Holders of Series E Preferred Stock have no voting rights by reason of those shares, nor do they have any right to participate in any dividends paid by Bitzio.~~Accountant

~~Each~~On ~~outstanding~~February ~~share~~12, of2016 ~~Series F Preferred Stock may be converted by~~ the ~~holder~~Board ~~into~~of ~~shares~~Directors of Bitzio, ~~common stock~~Inc. ~~The~~terminated ~~conversion ratio is such that~~ the ~~full~~engagement ~~800,000 Series F shares convert into common shares representing 80%~~ of ~~the~~Sadler, ~~fully~~Gibb ~~diluted~~& ~~common~~Associates, ~~shares outstanding~~LLC ~~after~~as ~~the conversion (which includes all common shares outstanding plus all common shares potentially issuable upon~~its ~~the~~independent ~~conversion~~registered ofpublic ~~all~~accounting ~~derivative securities not held by the holder)~~firm. ~~The~~There ~~holder~~is ofno ~~Series~~audit Fcommittee ~~shares may cast the number~~ of ~~votes at a shareholders meeting or by written consent that equals~~ the ~~number of common shares into which the Series F shares are convertible on the record date for the shareholder action. In the event the~~ Board of Directors declares a dividend payable to Bitzio common shareholders, the holders of Series F shares will receive the dividend that would be payable if the Series F shares were converted into Bitzio common shares prior to the dividend. ~~In the event of a liquidation of Bitzio, the holders of 800,000 Series F shares will receive a preferential distribution equal to 80% of the net assets available for distribution to the shareholders.~~

~~Acquisition~~The audit report of ~~Viridis~~Sadler, ~~Capital~~Gibb & Associates, LLC on Bitzio, Inc.’s financial statements for the years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion or qualification, except that said audit report contained a modification expressing substantial doubt about the ability of Bitzio, Inc. to continue as a going concern. Sadler, Gibb & Associates, LLC did not, during the applicable periods, advise Bitzio, Inc. of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.

OnDuring ~~December~~the ~~31,~~two ~~2015,~~most ~~Bitzio~~recent ~~acquired~~fiscal ~~sole~~years ~~ownership~~and ofthe ~~Viridis~~subsequent ~~Capital~~interim ~~LLC~~period ~~(“Viridis”)~~through ~~from~~February ~~FLUX~~12, ~~Carbon~~2016, ~~Corporation~~ there was no (~~“FCC”~~i), andisagreement ~~entity~~between Bitzio, ~~owned~~Inc. byand ~~Kevin~~Sadler, ~~Kreisler.~~Gibb In& ~~consideration~~Associates, ~~for~~LLC ~~the~~on ~~transfer~~any matter of ~~Viridis,~~accounting ~~Bitzio~~principles ~~issued~~or topractices, ~~FCC~~financial ~~800~~statement disclosure,~~000~~ ~~shares~~or ofauditing ~~Bitzio’s~~scope ~~Series~~or Fprocedure, ~~Preferred~~which ~~Stock.~~disagreement, ~~The~~if ~~principal~~not ~~asset~~resolved ~~owned~~to byits ~~Viridis~~satisfaction, atwould ~~that~~have ~~time~~caused ~~was~~Sadler, ~~800~~Gibb & Associates,~~115~~ ~~shares~~LLC to make reference to the subject matter of ~~Series D~~such ~~Preferred~~disagreement ~~Stock~~in ~~issued~~connection bywith ~~GreenShift~~its ~~Corporation~~report, or (ii) “~~GreenShift~~reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K, aexcept ~~Delaware~~for ~~corporation~~the reportable event described in the following paragraphs.

OnIn ~~the~~its ~~same~~assessment ~~date,~~of ~~Bitzio~~the ~~issued~~effectiveness toof ~~EXO~~internal ~~Opportunity~~control ~~Fund~~our ~~LLC~~financial ~~(“EXO”)~~reporting ~~200,000~~as ~~shares~~ of ~~Series~~December ~~E Preferred Stock~~31, ~~and received in return 187~~2014,~~029~~ ~~shares~~management of ~~GreenShift Series D Preferred Stock~~Bitzio, Inc. ~~One~~determined ofthat the ~~two~~following ~~members~~deficiencies ofconstituted ~~EXO~~material ~~is an entity owned by the father of Kevin Kreisler, the Chief Executive Officer of GreenShift.~~weaknesses:

~~Subsequently, on~~1. ~~that~~We ~~same~~do ~~date,~~not ~~Bitzio~~have ~~surrendered~~written ~~987,144~~documentation ~~Series~~of Dour ~~shares~~internal control policies and ~~paid~~procedures. $2Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending December 31,~~500,000~~ in2014. ~~cash~~2. toWe ~~GreenShift~~do innot ~~exchange~~have ~~for~~sufficient ~~800~~segregation of duties within accounting functions,~~000 shares~~ which is a basic internal control. 3. We outsource the bookkeeping operations of ~~GreenShift’s~~our ~~Series~~company. GBecause ~~Preferred~~we ~~Stock~~have no bookkeeping staff, ~~corresponding~~we outsource most of the basic accounting functions of our Company to an ~~80%~~independent ~~equity~~consultant. ~~interest~~This inconsultant ~~GreenShift~~is self-directed, and is not directly answerable to the Company’s management.

~~GreenShift~~Bitzio, ~~Corporation~~Inc. ~~(OTC~~has ~~Pink:~~requested ~~GERS)~~Sadler, ~~develops~~Gibb ~~and~~& ~~commercializes~~Associates, ~~clean~~LLC ~~technologies~~to ~~that~~furnish ~~facilitate~~a ~~the~~letter ~~more~~addressed ~~efficient~~to ~~use~~the ofSEC ~~natural resources.~~stating ~~GreenShift~~whether ~~markets~~or ~~primarily~~not toSadler, Gibb ~~the~~& ~~U.S. ethanol industry~~Associates, ~~where~~LLC itagrees ~~offers~~with ~~technologies that improve~~ the ~~profitability of~~statements ~~licensed~~in ~~ethanol~~this ~~producers~~8-K. ~~GreenShift~~A ~~generates~~copy ~~revenue~~of bythe ~~licensing~~letter ~~its~~is ~~technologies~~attached toas ~~ethanol~~an ~~producers,~~exhibit ~~and~~to bythis ~~providing its licensees with related services~~8-K.

2On February 12, 2016, Bitzio, Inc. retained the firm of Rosenberg Rich Baker Berman & Company to serve as its new independent public accounting firm. The appointment of Rosenberg Rich Baker Berman & Company to serve as independent public accounting firm was approved by the Board of Directors of Bitzio, Inc. At no time during the past two fiscal years or any subsequent period prior to February 12, 2016 did Bitzio, Inc. consult with Rosenberg Rich Baker Berman & Company regarding any matter of the sort described above with reference to Sadler, Gibb & Associates, LLC, any issue relating to the financial statements of Bitzio, Inc., or the type of audit opinion that might be rendered for Bitzio, Inc., except that during January and February of 2016 Bitzio, Inc. did consult with Rosenberg Rich Baker Berman & Company regarding the consolidation of the financial statements of GreenShift Corporation (with respect to which Rosenberg Rich Baker Berman & Company is the independent public accounting firm) with the financial statements of Bitzio, Inc. as a result of the acquisition by Bitzio, Inc. of control of GreenShift Corporation on December 31, 2015.

~~Credit Line~~Item ~~from~~9.01 ~~TCA~~Financial Statements and Exhibits

On December 31, 2015 Bitzio and each of its subsidiaries entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP (“TCA”). Pursuant to the Credit Agreement, TCA loaned $2,900,000 to Bitzio on December 31, 2015. The Credit Agreement contemplates that the lending limit may be increased to $5,000,000, on Bitzio’s request and at TCA’s discretion, provided that amount of loans outstanding under the Credit Agreement will be capped based upon lending ratios specified in the Credit Agreement. $2,500,000 from the amount loaned on December 31, 2015, was used by Bitzio to purchase the Series G shares from GreenShift, as described above.

The $2.9 million loan made on December 31, 2015 is, and any future loan will be, reflected in a Senior Secured Revolving Convertible Promissory Note (the “TCA Note”), which has a maturity date of December 31, 2016. The TCA Note bears interest at 11% per annum. In the event of a default under the TCA Note or with the consent of Bitzio, TCA may convert portions of principal and interest due under the TCA Note into shares of Bitzio common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of Bitzio common stock during the five trading days preceding conversion; provided, however, that no conversion is permitted that will result in the Note-holder becoming the beneficial owner of more than 4.99% of Bitzio’s outstanding common stock.

The Credit Agreement required that Bitzio pay an advisory fee to TCA in the amount of $3,200,000. Payment was made on December 31, 2015 by the issuance of 320,000 shares of Series E Preferred Stock to TCA. The Credit Agreement further provides that, if Bitzio has satisfied all obligations owing to TCA on or prior to March 30, 2016, then the advisory fee will be reduced to $1,600,000.

To secure its obligations under the Note and Credit Agreement, Bitzio pledged to TCA all of its assets, as did each of Bitzio’s subsidiaries.

Change in Management

On January 1, 2016 Hubert Blanchette resigned from his position as Chief Executive Officer of Bitzio and from his position as a member of the Board of Directors of Bitzio.

Upon receipt of Mr. Blanchette’s resignation, Marilu Brassington, the sole remaining member of the Board of Directors, elected Kevin Kreisler to fill the vacancy on the Bitzio Board of Directors, and also appointed Kevin Kreisler to serve as Chairman and Chief Executive Officer of Bitzio. Information regarding Mr. Kreisler follows:

Kevin Kreisler is the founder and chairman of GreenShift Corporation. Mr. Kreisler has been responsible for the development and commercialization of GreenShift’s technologies. Mr. Kreisler served as GreenShift’s vice president from 1998 to 2000, president from 2000 to 2002, chief executive officer from 2002 to 2013 and from 2014 to the present. Mr. Kreisler has also served as GreenShift’s chairman from 2005 to the present. Mr. Kreisler is a graduate of Rutgers University College of Engineering (B.S., Civil and Environmental Engineering, 1994), Rutgers University Graduate School of Management (M.B.A., 1995), and Rutgers University School of Law (J.D., 1997). Mr. Kreisler is admitted to practice law in New Jersey and the United States District Court for the District of New Jersey.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements

Financial Statements of GreenShift Corporation - to be filed by amendment.

Pro Forma Financial Statements - to be filed by amendment.

Exhibits

3-a	Certificate of Designation of Series E Preferred Stock of Bitzio, Inc.
3-b	Certificate of Designation of Series F Preferred Stock of Bitzio, Inc.
10-a	Certificate of Designation of Series G Preferred Stock of GreenShift Corporation.
10-b	Senior Secured Revolving Credit Facility Agreement effective as of December 31, 2015 among Bitzio, Inc., it subsidiaries, and TCA Global Credit Master Fund, LP.
10-c	Form of Senior Secured Revolving Convertible Promissory Note issuable to TCA Global Credit Master Fund, LP pursuant to the Credit Agreement.
10-d	Form of Security Agreement executed by Bitzio, Inc. and each subsidiary of Bitzio, Inc. with TCA Global Credit Master Fund, LP dated December 31, 2015.

16.	Letter dated March 23, 2016 from Sadler, Gibb & Associates, LLC

~~SIGNATURE~~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.

Dated: January 26, 2016	BITZIO, INC.
Dated: March 24, 2016	BITZIO, INC.
	By:	/s/ Kevin Kreisler
		Kevin Kreisler
		Chief Executive Officer

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