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) January 22, 2016


CAROLCO PICTURES, INC.

 (Exact name of registrant as specified in its charter)


Florida

000-55353

26-4330545

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)


1395 Brickell Avenue, Suite 800
Miami, Florida

33131

(Address of principal executive offices)

(Zip Code)


(877) 535-1400

 (Registrant’s telephone number, including area code)


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 (17CFR 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))





In this Current Report on Form 8-K, “Company,” “our company,” “us,” and “our” “Carolco” refer to Carolco Pictures, Inc., unless the context requires otherwise.


FORWARD-LOOKING STATEMENTS


Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including operating margins, earnings, cash flow, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties. Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.


Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.


As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.


Item 5.03

Amendment to Articles of Incorporation or Bylaws.


Effective January 11, 2016 and confirmed by the Secretary of the State of Florida, on January 22, 2016, the Company increased the number of authorized shares of common stock to Five Billion (5,000,000,000), par value $.0001, and the number of shares of its preferred stock to Fifty Million (50,000,000), par value $.0001, the rights and preferences of which to be determined by the Board of Directors. This action was taken in order to provide sufficient contractually required reserve shares (in material multiples of the anticipated number of shares to be converted) of common stock for certain convertible promissory notes. The text of the amendment to the Company’s Articles of Incorporation is incorporated herein and filed as Exhibit 3.1.


Item 9.01

Financial Statements and Exhibits.


Exhibit No.

Description

3.1

Amended Articles of Incorporation of Carolco Pictures, Inc.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CAROLCO PICTURES, INC.

Date:  January 29, 2016

By:

  /s/ Tarek Kirschen

Name:

Tarek Kirschen

Title:

Chief Executive Officer





Exhibit 3.1