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): June 1, 2015

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 June 1, 2015, the Company, with the approval of the Board of Directors and a majority of its shareholders 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 Fifteen Billion (15,000,000,000) Shares to One Hundred Fifty million (150,000,000) shares (a 1 for 100 reverse stock split). The effective date of the reverse split is June 15, 2015.  The Board also authorized increasing the number of shares allotted to preferred stock.

Accordingly, on June 15, 2015, the total authorized capital of the Company will be comprised of One hundred Forty Nine Million (149,000,000) 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 holdings will decrease by 100, but their percentage ownership in the Company shall remain the same.  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

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.

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Articles of Amendment

to

Articles of Incorporation

Of

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:

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.

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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)

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)

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

Effective date if applicable:  June 15, 2015

(no more than 90 days after amendment file date)

Adoption of Amendment(s)

(CHECK ONE)

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ARTICLES OF AMENDMENT

TO

ARTICLE II OF THE ARTICLES OF INCORPORATION

AS AMENDED ON MARCH 12, 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 June 15, 2015 (the “Effective Time”), each one hundred (100) 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 149,000,000 shares.  

II. Amendments Adoption

The amendment was adopted by the board of directors on June 1, 2015, 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.  In addition, as permitted by the Articles of Incorporation, as amended, the Board increased the authorized amounts of the preferred stock to 500,000 shares each.

/ / /

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III. Text of the Amendment Adopted

Article II of the Corporation’s Articles of Amendment dated March 12, 2015, is hereby amended to read in its entirety as follows:

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 1^st day of June 2015.

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