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EX-3.1 - ACIES CORP | ex3-1.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): April 22, 2010
ACIES
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-49724
|
91-2079553
|
(State
Or Other Jurisdiction
Of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification No.)
|
3363 N.E. 163rd
Street
Suite
705
North Miami Beach, Florida
33160
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (786)
923-0523
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))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On
October 30, 2009, Acies Corporation (the “Company,” “we,” and “us”) held an Annual
Meeting of Stockholders (the “Meeting”). Present
at the Meeting was Oleg Firer, the Company’s Chief Executive Officer and
Director, who owns (and did own as of September 17, 2009, the record date for
the Meeting (the “Record Date”)) all
one thousand (1,000) outstanding shares of our Series A Preferred Stock, giving
him the right to vote fifty-one percent (51%) of our voting shares eligible to
vote at the annual meeting, totaling 77,003,854 shares. Additionally, Mr. Firer
beneficially owned 9,634,286 shares of our outstanding common stock,
representing 13.0% of our outstanding common stock as of the Record
Date. Pinnacle Three Corporation, which is beneficially owned by Leon
Goldstein, its President (“Pinnacle”), owned
22,515,000 shares of common stock as of the Record Date, representing 30.4% of
our outstanding common stock and Theodore Ferrara, our Director, owned 7,190,331
shares of common stock, as a result of his beneficial ownership of Rite
Holdings, Inc., representing 9.7% of our outstanding common stock as of the
Record Date. Mr. Firer received proxies prior to the Meeting to vote
the shares of common stock held by Pinnacle and Mr. Ferrara. As a
result, Mr. Firer voted an aggregate of 116,343,471 voting shares at the
Meeting, representing a quorum of the outstanding shares of the Company as of
the Record Date, and representing 77.1% of our voting stock as of the Record
Date (150,987,949 shares) to approve the following proposals (the “Proposals”):
1.
|
The
election of Oleg Firer, Theodore Ferrara and Steven Wolberg as Directors
of the Company to serve until the next annual meeting of the Company, or
until their successor(s) are duly
appointed;
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2.
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The
authorization of the Board of Directors to amend our Certificate of
Incorporation to effect a reverse split of our outstanding common stock in
a ratio between 1:10 and 1:500, without further approval of our
stockholders, upon a determination by our Board of Directors that such a
reverse stock split is in the best interests of our Company and our
stockholders;
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3.
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The
ratification of the Company’s 2009 Stock Incentive Plan;
and
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4.
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The
ratification of the appointment of GBH CPAs, PC, as the Company’s
independent auditors for the fiscal years ending March 31, 2009 and
2010.
|
On or
around March 19, 2010, our Board of Directors voted unanimously to approve the
filing of a Certificate of Amendment (the “Amendment”) to our
Articles of Incorporation to affect a 1:100 reverse stock split (the “Stock Split”)(as
previously approved by our majority shareholders at the Meeting, as described
above); and to re-authorize 200,000,000 shares of our common stock, $0.001 par
value per share and 5,000,000 shares of our preferred stock, $0.001 par value
per share (the “Re-Authorizations”). In
connection with the Reverse Split, the Board of Directors also resolved that any
fractional shares left after the Stock Split would be rounded up to the nearest
whole share, provided that no shareholder would hold less than 100 shares
following the Stock Split (“Rounding”).
The
Amendment authorizing the Stock Split and Re-Authorizations was filed with the
Secretary of State of Nevada on March 22, 2010, and became effective with the
Secretary of State of Nevada on March 31, 2010; provided however that the Stock
Split did not become effective with the Financial Industry Regulatory Authority
(“FINRA”) and
therefore the Over-The-Counter Bulletin Board (“OTCBB”) until April
23, 2010. As a result of the filing of the Amendment and the Stock
Split, the Company has approximately 1,216,168 post-Stock Split shares of common
stock issued and outstanding (not taking into account any additional shares
which will be issued due to the Rounding), and 200,000,000 shares of common
stock, $0.001 par value per share and 5,000,000 shares of preferred stock,
$0.001 par value per share, authorized.
Additionally,
as a result of the above, the Company’s symbol on the OTCBB changed to “ACIED”, effective
April 23, 2010, which symbol will change back to “ACIE” after twenty
business days.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NO.
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DESCRIPTION
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3.1*
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Certificate
of Amendment to Articles of Incorporation
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* Filed
herewith.
SIGNATURE
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.
ACIES
CORPORATION
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By: /s/
Oleg Firer
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Name: Oleg
Firer
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Title:
Chief Executive Officer
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Date: April
22, 2010