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 Earliest Event Reported: February 20, 2015
CHINA INFRASTUCTURE CONSTRUCTION CORP
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(Exact name of registrant as specified in its charter)
Colorado 333-146758 n / a
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(State of Incorporation) Commission File No. (IRS Employer ID Number)
9605 West 49th Avenue, Suite 200, Wheat Ridge, Colorado 80033
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(Address of principal executive offices)
303-968-3281
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(Registrant's Telephone number)
Shidai Caifu Tiandi, Suite 1906 -1909, 1 Hangfeng Road
Fengtai District, Beijing China 100070
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(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:
[ ] 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)
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 20, 2015, China Infrastructure Construction Corp. (the "Company")
held a Special and an Annual Meeting of Stockholders (the "Meeting") pursuant to
a Court Order. The details of the Meeting are discussed further in Item 5.07
below.
At the Meeting, David J. Cutler was appointed the Company's sole director and
officer, effective immediately.
Mr. Cutler (age 58) is a Principal of Cutler & Co., LLC, a PCAOB registered
auditing company, has been the Chief Financial Officer of US Precious Metals,
Inc., a publicly quoted mineral exploration company, since December 2011 and
Chief Financial Officer and a Director of Discovery Gold Corporation, a publicly
quoted mineral exploration company, since August 2012. Mr Cutler is also the
sole officer and a director of the following publicly quoted shell companies:
Southwestern Water Exploration Co. since March 2011 and Sunset Island Group,
Inc. since December 2014. Mr. Cutler has a Masters degree from St. Catharine's
College, Cambridge, England and qualified as a British Chartered Accountant and
Chartered Tax Advisor with Arthur Andersen & Co. in London. He was subsequently
admitted as a Fellow of the UK Institute of Chartered Accountants. Since
arriving in the United States, Mr. Cutler has qualified as a Certified Public
Accountant, a Certified Valuation Analyst of the National Association of
Certified Valuation Analysts and obtained an executive MBA from Colorado State
University.
Item 5.07 Submission of Matters to a Vote of Security Holders
Effective December 18, 2014, the District Court, Jefferson County, Colorado, in
response to a complaint filed by a shareholder of the Company under Case Number
2014CV31348, authorized a shareholders' meeting of the Company to be held on
February 20, 2015 for the sole purpose of enabling shareholders of the Company
to elect a new Board of Directors.
At the Meeting, held on February 20, 2015, as authorized by the Court, the votes
present represented a quorum and were sufficient to pass the sole proposal
presented at the Meeting. The breakdown of the voting is as follows.
For Against Withheld
Proposal 1: To elect David J Cutler
as a director the Company to hold
office until a representative
successor has been elected. 5,000 0 0
No other proposals were submitted to the meeting for a vote.
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.
CHINA INFRASTRUCTURE CONSTRUCTION CORP
By: /s/ David J Cutler
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Date: March 3, 2015 David J. Cutler, Chief Executive Officer