Current Report Filing (8-k)
2013年3月9日 - 5:06AM
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
March 1, 2013
Date of Report (Date of earliest event reported)
ELECTRONIC CONTROL SECURITY INC.
(Exact name of registrant as specified in
its charter)
New Jersey |
0-30810 |
22-2138196 |
(State or other jurisdiction
of incorporation) |
(Commission File No.) |
(IRS Employer
Identification No.) |
790 Bloomfield Avenue, Building C, Suite
1
Clifton, New Jersey 07012
(Address of principal executive offices,
including zip code)
Registrant's telephone number, including
area code: (973) 574-8555
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions
(see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02
UNREGISTERED SALES OF EQUITY SECURITIES
On March 1, 2013, the Company issued 2,000,000
shares of common stock to officers in consideration of the conversion of certain amounts due to them in the aggregate amount of
$100,000.
The shares were issued in the transactions
described above without registration under the Securities Act in reliance upon the exemptions provided in Section 4(2) of the Securities
Act. The recipient of the shares acquired the securities for investment only and not with a view to or for sale in connection with
any distribution thereof. Appropriate legends were affixed to the share certificates issued in all of the above transactions. The
recipients represented that it was an “accredited investor” within the meaning of Rule 501(a) of Regulation D under
the Securities Act, or had such knowledge and experience in financial and business matters as to be able to evaluate the merits
and risks of an investment in its common stock. The recipient had adequate access, through its relationships with the Company and
its officers and directors, to information about the Company. None of the transactions described above involved general solicitation
or advertising. No underwriters were utilized and no related fees or expenses were incurred.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
None |
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned thereunto duly authorized.
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ELECTRONIC CONTROL SECURITY INC. |
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Date: March 8, 2013 |
By: |
/s/ Daryl Holcomb |
|
|
Daryl Holcomb, Chief Financial Officer |
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