Abc Funding, Inc - Current report filing (8-K)

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): May 15, 2008

ABC FUNDING, INC.
(Exact Name of Registrant as Specified in its Charter)

Nevada 333-121070 56-2458730 ------ ---------- ---------- State of Commission IRS Employer Incorporation File Number I.D. Number

c/o Thompson & Knight LLP, 919 Third Avenue, Floor 39, New York, NY 10022
Address of principal executive offices

Registrant's telephone number: [phone]

3 Park Avenue, Floor 16, New York, NY 10016
(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 5.03 Amendment to Articles of Incorporation

On May 15, 2008, our Board of Directors designated out of our "blank check preferred stock" authorized for issuance under our Articles of Incorporation (the "Articles") two different series of preferred stock, $.001 par value, having the rights, preferences, powers, restrictions and obligations as are set forth in the applicable Certificates of Designation, as follows:

o Up to 300,000 shares, entitled "Series A Preferred Stock", in the form of that Certificate of Designation attached as Exhibit 99.1 hereto (the "Series A Preferred"), providing for automatic conversion at an initial conversion rate of 20 shares of our common stock, $.001 par value ("Common Stock"), for every one (1) share of Series A Preferred being converted, on the effectiveness of the Charter Amendment (as defined below); and

o Up to 200,000 shares, entitled "Series B Preferred Stock", in the form of that Certificate of Designation attached as Exhibit 99.2 hereto (the "Series B Preferred"), providing for automatic conversion at an initial conversion rate of 28.58 shares of Common Stock for every one (1) share of Series B Preferred being converted, upon the effectiveness of the Charter Amendment;

The Certificates of Designation with respect to the Series A Preferred and the Series B Preferred were filed with the Secretary of State of Nevada on May 15, 2008 and were effective upon filing.

Under the Certificates of Designation, the holder is not entitled to any dividends, preemption, voting or other rights as a stockholder of our Company prior to conversion of the underlying preferred stock in accordance with the applicable Certificate of Designation.

To enable our issuance of the Common Stock upon conversion of the shares of Preferred Stock, our Board of Directors and the holders of a majority of our outstanding shares of Common Stock have approved (i) filing an amendment to our Articles increasing the number of authorized shares of Common Stock to 149,000,000 (the "Charter Amendment") and (ii) filing with the Securities and Exchange Commission an Information Statement on Schedule 14C relating to the Charter Amendment and our stockholders' consent thereto.

Reference is made to the Certificates of Designation, copies of which are filed as Exhibits hereto and incorporated herein by this reference, and the above summary of the Series A Preferred and the Series B Preferred is qualified in its entirety by reference thereto.

Item 9.01 Financial Statements and Exhibits

Exhibit Name of Document ------- ---------------- Exhibit 99.1 Certificate of Designation, dated May 15, 2008, with respect to Series A Preferred Stock Exhibit 99.2 Certificate of Designation, dated May 15, 2008, with respect to Series B Preferred Stock

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 21, 2008 ABC Funding, Inc. By: /s/ Steven Barrenechea ------------------------------ Name: Steven Barrenechea Title: Chief Executive Officer

---

Exhibit Index Exhibit Name of Document ------- ---------------- Exhibit 99.1 Certificate of Designation, dated May 15, 2008, with respect to Series A Preferred Stock Exhibit 99.2 Certificate of Designation, dated May 15, 2008, with respect to Series B Preferred Stock