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): July 16, 2008
ACIES
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-49724
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91-2079553
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(State
Or Other
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(Commission
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(IRS
Employer
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Jurisdiction
Of
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File
Number)
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Identification
No.)
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Incorporation)
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14 Wall Street, Suite 1620,
New York, New York 10005
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800)
361-5540
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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On June
5, 2008, the Company, entered into an 8% Convertible Promissory Note (the
"Note") in favor of Pinnacle Three Corporation (the "Holder") in consideration
for $450,000. Under the terms and conditions of the Note, the Company
promised to pay to the Holder a principal sum in the amount of the $450,000
advanced to the Company by Holder, together with accrued and unpaid interest at
the rate of 8% per annum, on November 23, 2010. The Note was also convertible
into shares of the Company’s common stock at an exercise price of $0.02 per
share. On June 6, 2008, the Holder exercised its option to convert the unpaid
principal balance, together with accrued interest, on the Note in the aggregate
amount of $450,300, at an exercise price of $0.02 per share, into an aggregate
of 22,515,000 shares of the Company’s common stock (the
“Shares”).
The
independent members of the Board of Directors of the Company did not immediately
approve or ratify the financing, and the Company did not initially deliver the
Shares as the independent Directors of the
Company believed it was in the best interests of the Company to conduct a review
of the valuation of the Company in comparison to the terms of the financing
prior to approving the issuance, which was completed by the independent
Directors on or around July 16, 2008. The independent directors found
no evidence of fraud or wrong doing on the part of Mr. Firer in connection with
the issuance of the Note and found that the valuation of the Company used for
purposes of issuing the Note was sufficiently favorable to the
Company. The independent directors however, did find that Mr. Firer’s
expense reimbursements requests were not sufficiently detailed enough and the
independent directors suggested that the Company adopt policies and procedures
regarding request reimbursements from the Company’s officers and Directors,
which policies the Company plans to look into adopting following the filing of
its Form 10-KSB. As of the date of this Report, Mr. Firer has not
been reimbursed for any expenses dating back to April 2006.
Subsequent
to the completion of the review, the Company’s three independent Directors,
Jeffrey Klores, Bonnie Wachtel and William Scigliano, tendered their
resignations as Directors of the Company (as described in greater detail
below).
On or
about July 21, 2008, the Company and the Holder entered into a Settlement
Agreement and Mutual Release, whereby the Holder agreed to waive the Company’s
default in delivering the Shares, that the Note would be satisfied in full
following the issuance of the Shares, and that the Company would have no further
liability under the Note following the issuance of the
Shares. Additionally, both the Company and the Holder agreed to
forever release and discharge each other and each other’s officers, directors,
agents, representatives and assigns from any and all liability in connection
with the Note, the Company’s default and the Shares.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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Subsequent
to the resignation of the independent Directors and the appointment of Theodore
Ferrara as a Director of the Company (as described below), the Board of
Directors approved the issuance of the restricted Shares to the Holder, which
Shares represent approximately 30% of the Company’s issued and outstanding
shares. We claim an exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended, since the foregoing issuances
did not involve a public offering, the recipients took the shares for investment
and not resale, the recipient was an “accredited investor” and we took
appropriate measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were paid by us.
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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On
July 16, 2008, the Company’s three independent Directors, Jeffrey Klores, Bonnie
Wachtel and William Scigliano, tendered their resignations as Directors of the
Company effective as of July 16, 2008.
On July
17, 2008, the Board of Directors of the Company approved a decrease in the
number of Directors of the Company from four (4) to two (2) and appointed
Theodore Ferrara as a Director of the Company to fill the one remaining vacancy
on the Board. Mr. Ferrara’s biographical information is provided
below.
Theodore
Ferrara, age 43
Mr.
Ferrara is currently the President of Sicon Contractors Inc., where he has
served since October 1991. Sicon Contractors, Inc. is a construction
company operating out of Brooklyn, New York that specializes in the excavation,
installation and restoration of utilities. Mr. Ferrara has also
served as the President
of Rite Holdings, Inc., since July 2007. From January 1985 to
September 1991 he worked as a backhoe operator for Sical Contractors, Inc. in
Brooklyn, New York.
The
Company does not currently have an employment agreement or other compensation
arrangement in place with Mr. Ferrara.
Mr.
Ferrara, through his control of Rite Holdings, Inc., beneficially owns 7,190,331
shares of the Company’s common stock, which represented approximately 14% of the
Company’s common stock prior to the issuance of the Shares to Pinnacle Three
Corporation as described above and approximately 9.7% of the Company’s common
stock subsequent to the issuance of the Shares to Pinnacle Three
Corporation. As stated in the Company’s Form 8-K filed with the
Commission on July 11, 2008, Rite Holdings, Inc. entered into a Proxy Agreement
with Mr. Firer on or around June 18, 2008, pursuant to which Rite Holdings, Inc.
provided Mr. Firer the sole right to direct the vote the shares held by Rite
Holdings, Inc. pursuant to the terms and conditions of the Proxy
Agreement.
As a
result of the appointment of Mr. Ferrara, the Board of Directors of the Company
currently consists of Mr. Ferrara and Mr. Firer.
The
Company is currently working with its independent auditor to finalize and
complete its Form 10-KSB filing for the period ended March 31, 2008, which the
Company is currently deficient in filing with the Commission. The
Company hopes to file the Form 10-KSB in the weeks following the filing of this
Report on Form 8-K, of which there can be no assurance.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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10.1*
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Convertible
Promissory Note with Pinnacle Three Corporation
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10.2*
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Settlement
Agreement and Mutual Release Between Pinnacle Three Corporation and the
Company
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*
Attached hereto.
SIGNATURE
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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ACIES
CORPORATION
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By:
/s/ Oleg
Firer
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Name: Oleg
Firer
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Title:
Chief Executive Officer
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Date: July
21, 2008