Current Report Filing (8-k)
February 24 2015 - 1:23PM
Edgar (US Regulatory)
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): February 20, 2015
ALLIED
VENTURES HOLDINGS CORP.
F/K/A
Dephasium Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-11596 |
|
95-3506403 |
(State
or other jurisdiction of |
|
(Commission
File Number) |
|
(IRS
Employer |
incorporation
or organization) |
|
|
|
Identification No.) |
17116
Prairie Street
Northridge,
CA 91325 |
(Address
of principal executive offices) |
|
(818)
701-5432 |
(Registrant’s
telephone number, including area code) |
|
7695
SW 104th Street
Suite
210
Miami,
FL 33156 |
(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 (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))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.01 |
Changes in Control of Registrant |
As
reported in our last 10-K filed with the SEC on January 14, 2015, Dephasium Ltd.’s 70,000,000 shares of common stock were
cancelled and Harold Minsky was issued 50,000,000 shares of the Company’s common stock. As such, Mr. Minsky now controls
55% of our issued and outstanding common stock and Dephasium, Ltd. has no relationship whatsoever with the Company,
Item 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION FO DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS, |
On January 19, 2015, Francisco Terraforte
resigned his position as President, Secretary, Director and Chief Executive Officer of the Company. At the time of the resignation,
there was no disagreement between Mr. Terreforte and the Registrant and the resignation was solely for personal reasons.
On Effective January 19, 2015, Harold
Minsky was added as a Director of the Registrant pending the next annual meeting of the election of directors. In addition, he
was appointed President, Chief Executive and Chief Financial Officer of the Registrant. Also on January 19, 2015, J. Francisco
Terreforte resigned all his positions with the Company.
From
June 2009 to October 2012, Mr. Minsky was a stockbroker with JH Darbie & Company. From October 2012 to March 2013 he was a
stockbroker with Westor Securities and from April 2013 to November 2013 he was a stockbroker with Jera Securities. Mr. Minsky
is not registered with any Brokerage firm at this time.
On
February 23, 2015, the Company has changed its name to Allied Ventures Holdings Corp. and changed its address to 17116 Prairie
Street, Northridge, CA 91325 and its phone number to 818-701-5432. The Company is in the process of applying for a new CUSIP number
and gathering the necessary information to file a Company-Related Action Notification Form with FINRA to have its stock listing
name changed to Allied Ventures Holdings Corp. and obtain a new trading symbol. In addition, the Company is also in the process
of preparing its past due 10-Q’s and expects to file all of those shortly.
| 3.1 | Form
of Amended Articles of Incorporation |
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.
|
Allied
Ventures Holdings Corp. |
|
f/k/a
Dephasium Corp. |
|
(Registrant)
|
|
|
|
|
By: |
/s/
Harold Minsky |
|
|
Harold
Minsky, President |
Dated:
February 23, 2015
3
Exhibit 3.1
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