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

 

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: [phone]

 

 

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

 

 

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.

 

	ELECTRONIC CONTROL SECURITY INC.
Date:  March 8, 2013	By:	/s/ Daryl Holcomb
		Daryl Holcomb, Chief Financial Officer