CMOT Curtiss Motorcycles Company Inc (PK)

 

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): October 2, 2015

 

Confederate Motors, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		000-52500		26-4182621
(State or Other Jurisdiction of Incorporation)		Commission File Number		(IRS Employer Identification No.)

 

3029 2nd Avenue South, Birmingham, Alabama		35233
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (205) 324-9888

 

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:

 

☐     Written communications pursuant to Rule 425 under the Securities Act

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

Item 4.01

Changes in Registrant’s Certifying Accountant.

 

On October 2, 2015, Confederate Motors, Inc., a Delaware corporation (the “Company”), engaged Heaton & Company, PLLC (“Heaton”) as the Company's principal accountant for the Company's fiscal year ending December 31, 2015 and the interim periods for 2015. The decision to change principal accountants was approved by the Company's Board of Directors.

 

During the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted with the entity of Heaton regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did the entity of Heaton provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.

 

Further, during the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted the entity of Heaton on any matter that was the subject of a disagreement or a reportable event.

 

Item 7.01

Regulation FD Disclosure.

 

On October 5, 2015, Confederate Motors, Inc. (the “Company”) issued a press release entitled “Confederate Motors, Inc. Announces $1 Million 506(c) Private Placement Offering.” A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated October 5, 2015*

 

*Furnished to, not filed with, the SEC pursuant to Item 7.01 above.

 

 

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.

 

	Confederate Motors, Inc.
Date: October 2, 2015	By	/s/ H. Matthew Chambers
		H. Matthew Chambers, CEO

 

 

3

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

Confederate Motors, Inc. Announces $1 Million 506(c) Private Placement Offering

 

Birmingham, Alabama. (October 5, 2015) - Confederate Motors, Inc., a Delaware corporation (the “Company”) (OTCBB:CFED), makers of exotic American motorcycles, announced today that it has initiated a $1,000,000 USD private placement offering solely to accredited investors (the “Offering”) under Rule 506(c) of Regulation D promulgated by the SEC under the Securities Act. The Company intends to use the proceeds from the Offering to increase production to at least two motorcycles per week.

 

As part of the Offering, the Company will issue up to 5,000,000 shares of the Company’s Common Stock at $0.20 USD per share for gross proceeds of $1,000,000 USD.

 

The securities offered in the Offering will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Additional details of the offering, including the Private Offering Memorandum, Management Discussion and Financial Forecasts are available for viewing by SEC-accredited investors at: http://confederate.com/investor-relations/

 

In other news, shares of the Company’s Common Stock have recently been accepted for deposit through the Depository Trust Company (DTC), the largest securities depository in the world. This means the Company’s shares are available for public purchase electronically through brokers or online stock trading platforms.

 

About Confederate Motors, Inc.

For the past 23 years, Confederate Motorcycles has designed and crafted America’s most iconic and substantive motorcycles including the Hellcat, Fighter and Wraith series. For more information, visit http://confederate.com

 

Forward-Looking Statements

This release, like many written and oral communications presented by Confederate Motors, Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "seek," "strive," "try," or future or conditional verbs such as "could," "may," "should," "will," "would," or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, Confederate Motors, Inc. undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

 

Contact:

Investment inquires may be made either by calling the corporate office at 205-324-9888 or email invest@confederate.com.