Current Report Filing (8-k)

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): January 14, 2016



REAL ESTATE CONTACTS, INC.
(Exact name of registrant as specified in its charter)


Florida	000-54845		59-3800845
(state or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)


8955 U.S. Highway 301 N., No. 192 Parrish, Florida		34219
(address of principal executive offices)		(zip code)


(724) 656-8886
(registrant’s telephone number, including area code)


Not Applicable
(former name or former address, if changed since last report)

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))

1

Section 5—Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 14, 2016, the Company, the Board of Directors via written consent without a meeting, filed Articles of Amendment with the Secretary of State of Florida decreasing the authorized capital of the Company from One Billion Five Hundred Million (1,500,000,000) Shares to One Million One Hundred Forty-Nine Thousand Nine Hundred (1,149,900) shares (a 1 for 10,000 reverse stock split). The effective date of the reverse split is February 15, 2016.

Accordingly, on February 15, 2016, the total authorized capital of the Company will be comprised of One Hundred Forty-Nine Thousand Nine Hundred (149,900) shares of common stock, par value $0.00001 per share; Five Hundred Thousand (500,000) shares of Preferred Stock, Series A, par value $0.0001 per share; and Five Hundred Thousand (500,000) shares of Preferred Stock, Series B, par value $0.001 per share.

Each shareholder’s common stock holdings will decrease by 10,000, but his or her rights and preferences shall not be adversely affected. All fractional shares will be rounded up with no shareholder holding less than 1 share.

The Stock Split was approved by the Board of Directors in the best interests of the Company and based upon consideration of certain factors including, but not limited to, current trading price of the Company's shares of common stock on the OTC Markets and potential to increase the marketability and liquidity of the Company's common stock.

The Company will be submitting an Issuer Company-Related Action Notification Form to FINRA regarding the reverse split.

Section 9 —Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

a.

None

b.

Exhibits



NUMBER	EXHIBIT
3.1p	Articles of Amendment to Articles of Incorporation, January 14, 2016 Filed herewith

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.



	REAL ESTATE CONTACTS, INC.


Date: January 14, 2016	/s/ Robert DeAngelis
	Robert DeAngelis
	Chief Executive Officer

2

Articles of Amendment

to

Articles of Incorporation

Of

Real Estate Contacts, Inc.

(Name of Corporation as currently filed with the Florida Dept. of State)

P05000037567

(Document 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)


^N^{ew 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 6

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	V	Mike Jones
X Add	SV	Sally Smith


Type of Action (Check One)		Title	Name	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

Page 2 of 6

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)

SEE ATTACHED

Page 3 of 6

The date of each amendment(s) adoption: , if other than the date this document was signed.

Effective date if applicable: February 15, 2016

(no more than 90 days after amendment file date)

Adoption of Amendment(s)

(CHECK ONE)


¨	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.

¨	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)

þ	The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

¨	The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.`


Dated	01/14/2016
Signature	/s/Robert DeAngelis
	(By a director, president or other officer - if directors or officers have not been selected, by an incorporator - if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
		Robert DeAngelis
		(Typed or printed name of person signing)
		Chief Executive Officer – President
		(Title of person signing)

Page 4 of 6

ARTICLES OF AMENDMENT

TO

ARTICLE II OF THE ARTICLES OF INCORPORATION

AS AMENDED ON JUNE 1, 2015, EFFECTIVE JUNE 15, 2015

OF

REAL ESTATE CONTACTS, INC.

Real Estate Contacts Inc., a corporation duly incorporated under the laws of the State of Florida (the “Corporation”), in accordance with the provisions of Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), hereby certifies as follows:

I. Provisions for Implementing Amendment

After the filing and effectiveness pursuant to the FBCA of these Articles of Amendment to the Articles of Incorporation of the Corporation, at 12:01 AM on February 15, 2016 (the “Effective Time”), each ten thousand (10,000) shares of the Corporation’s common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time, shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.00001 per share, without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”), subject to the treatment of fractional share interest as follows: No fractional shares of common stock shall be issued in connection with the Reverse Stock Split and any fractional share interest shall be rounded up to the nearest whole share. Each certificate that, immediately prior to the Effective Time, represented shares of common stock (“Old Certificates”) shall thereafter represent that number of shares of common stock into which the shares of commons stock represented by the Old Certificate shall have been combined, subject to the rounding up of the fractional share interests as described above.

At the Effective Time of the Reverse Split, the authorized number of shares of common stock of the Corporation is reduced to 149,900 shares.

II. Amendments Adoption

The amendment was adopted by the board of directors on January 14, 2016, without shareholder approval, pursuant to Section 607.10025 of the FBCA, which provides that the board of directors may effect a combination of its shares by resolution, if the rights and preferences of the shareholders are not adversely affected.

/ / /

Page 5 of 6

III. Text of the Amendment Adopted

Article II of the Corporation’s Articles of Amendment effective June 15, 2015, is hereby amended, effective February 15, 2016, to read in its entirety as follows:

ARTICLE II

The total number of shares this Corporation is authorized to issue is 1,149,900 (one million one hundred forty-nine thousand nine hundred), allocated as follows among these classes and series of stock:

Common Stock Class, par value $0.00001 per share, 149,900 shares authorized;

Preferred Stock Class, Series A par value $0.0001 per share, 500,000 shares authorized;

Preferred Stock Class, Series B par value $0.001 per share, 500,000 shares authorized.

The participating rights, relative rights, optional or other special rights, powers, designations, preferences, issuance rules, limitations, restrictions and qualifications for each of our classes of stock, as well as the authorized amounts for each, shall be determined, where actively or passively allowed by state and/or federal law, by the bylaws, as amended, as approved by a majority of the duly-elected Directors of the Corporation.

IN WITNESS WHEREOF, Real Estate Contacts, Inc. has caused these Articles of Amendment to be signed by Robert DeAngelis, its Chairman and Chief Executive Officer, this 14^th day of January 2016.