UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 21, 2005
Secure Technologies Group, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 0-9940 13-2854686
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(State or other jurisdiction of (Commission file (IRS Employer
incorporation or organization) number) Identification Number)
21634 Club Villa Terrace 33433
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (561) 447-6612
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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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 21, 2005, pursuant to a Definitive Information Statement filed
on February 17, 2005, the following actions of the Registrant became effective
(a) a one-for-two hundred and fifty share reverse split of the Registrant's
Common Stock and (b) amendments to the Registrant's Certificate of Incorporation
to: (i) change the name of the Registrant to Secure Technologies Group, Inc.;
(ii) decrease the authorized shares of Common Stock from 750,000,000 to
150,000,000; (iii) decrease the par value of the Common Stock from $.01 to
$.0001; and (iv) increase the authorized shares of Preferred Stock from
1,000,000 shares to 5,000,000 shares.
As a result of the above, effective March 21, 2005, the Registrant's
new ticker symbol is "SCTC".
Item 8.01 Other Events
On March 28, 2005, holders of the Registrant's series B preferred stock
converted a portion of their shares of series B preferred stock and all of their
series D preferred stock into an aggregate of 5,730,000 shares of common stock.
Upon such conversions the Registrant's controlling shareholder, The Trinity
Group, Inc, a company owned by Lewis S. Schiller, the Registrants chief
executive officer and chairman, received 4,000,000 shares of common stock and
Grazyna B. Wnuk, the Registrant's vice-president and secretary received 400,000
shares of common stock. All of the shares of common stock that were issued
pursuant to the aforementioned conversions of preferred stock represent
restricted shares and are subject to Rule 144 sales limitations.
Subsequent to the March 28, 2005 series B and D preferred stock
conversions there were issued and outstanding: (i) 8,850,000 shares of common
stock; (ii) 1,000 shares of series A preferred stock outstanding; (iii) 14,110
shares of series B preferred stock outstanding, which as of March 28, 2005 are
convertible into 10,853,846 shares of common stock; (iv) no shares of series D
preferred stock; and, (v) five year common stock purchase warrants to purchase
an aggregate of 7,369,440 shares of common stock for $2.50 per share.
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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.
SECURE TECHNOLOGIES GROUP, INC.
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(Registrant)
Date: March 30, 2005 /S/ Lewis S. Schiller
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Lewis S. Schiller
Chief Executive Officer
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