REAC REAC Group Inc (CE)

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 19, 2015

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:

 

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Section 5—Corporate Governance and Management

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

On January 19, 2015, the Company filed Articles of Correction to the January 12, 2015 Articles of Amendment for the reverse stock split to clearly state the provisions for implementing the reduction in the authorized stock.

On February 6, 2015, the Board of Directors recommended and the majority shareholder (holding 64% of the voting shares) voted in favor of increasing the authorized capital of the Company from Five Hundred Ninety Five Million (595,000,000) to Five Billion (5,000,000,000) shares, to be effective February 10, 2015.  No change was made to the number of preferred shares authorized.  Accordingly, as of February 10, 2015, the total authorized capital of the Company is comprised of Four Billion Nine-Hundred Ninety Nine Million Nine Hundred Thousand (4,999,900,000) shares of common stock, par value $0.00001 per share; 10,000 (ten thousand) shares of Preferred Stock, Series A, par value $0.0001 per share; and 90,000 (ninety thousand) shares of Preferred Stock, Series B, par value $0.001 per share.

Section 9—Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

a.

None

b.

Exhibits

NUMBER	EXHIBIT
3.1j	Articles of Correction to Articles of Amendment to Articles of Incorporation, January 19, 2015 Filed herewith
3.1k	Articles of Amendment to Articles of Incorporation, February 10, 2015 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..
February 9, 2015	/s/ Robert DeAngelis
	Robert DeAngelis
	Chief Executive Officer

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ARTICLES OF CORRECTION

For

Real Estate Contacts, Inc.

Name of Corporation as currently filed with the Florida Dept. of State
		P05000037567
		Document Number (if known)
Pursuant to the provisions of Section 607.0124 or 617.0124, Florida Statutes, this corporation files these Articles of Correction within 30 days of the filed date of the document being corrected.
These articles of correction correct			Articles of Amendment to Articles of Incorporation
			(Document Type Being Corrected)
Filed with the Department of State on			January 12, 2015
			(File Date of Document)
Specify the inaccuracy, incorrect statement, or defect:
The Amendment did not state the provisions for implementing the amendment,
as required by Florida Statute 607.1006(3).
Correct the inaccuracy, incorrect statement, or defect:
See Attached.
	/s/Robert DeAngelis
	(Signature of director president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of the receiver, trustee or other court appointed fiduciary, by that fiduciary)
Robert DeAngelis					Director President
(Typed or printed name of person signing)					(Title of person signing)

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

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.

The name of the Corporation is Real Estate Contacts, Inc.

II.

After the filing and effectiveness pursuant to the FBCA of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, at 12:01 AM on January 30, 2015 (the “Effective Time”), each ten (10) 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, subject to the treatment of fractional share interest as described below (the “Reverse Stock Split”).  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 594,900,000 shares.  Article II of the Corporation’s Amended

and Restated Articles of Incorporation dated March 1, 2007, is hereby amended to read in its entirety as follows:

ARTICLE II

The total number of shares this Corporation is authorized to issue is 595,000,000 (five hundred ninety five million), allocated as follows among these classes and series of stock:

Common Stock Class, par value $0.00001 per share, 594,900,000 shares authorized;

Preferred Stock Class, Series A par value $0.0001 per share, 10,000 shares authorized;

Preferred Stock Class, Series B par value $0.001 per share, 90,000 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.

III

The amendment was adopted by the board of directors 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.

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 19^th day of January 2015.

	REAL ESTATE CONTACTS, INC.
	By:	/s/Robert DeAnglis
		Name:  Robert DeAngelis Title:  Chairman and Chief Executive Officer

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. "

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)

N ew 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

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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:

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E. If amending or adding additional Articles, enter change(s) here:

(Attach additional sheets, if necessary).

(Be specific)

Article II of our Articles of Incorporation is amended as follows:

The total number of shares this corporation is authorized to issue is 5,000,000,000

(five billion), allocated as follows among these classes and series of stock:

Common Stock Class, par value $0.00001 per share 4,999,900,000 shares authorized

Preferred Stock Class, Series A par value $0.0001 per share -10,000 shares authorized

Preferred Stock Class, Series B par value $0.001 per share - 90,000 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

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 NIA)

N/A

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The date of each amendment(s) adoption: February 6, 2015

, if other than the date this document was signed.

Effective date if applicable:   February 10, 2015

.

(no more than 90 days after amendment file date)

Adoption of Amendment(s)

(CHECK ONE)

þ	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)
¨	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   02-06-2015

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)

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