-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UI34qsCDm6bQ5dYp5wpB3JdNIAlQWvM9jik2Scs99S4rGbq+NMFAaKM7lwMY8Qi2 MaJgI8e8j8tPyMryLyM1Ew== 0001139020-05-000159.txt : 20050426 0001139020-05-000159.hdr.sgml : 20050426 20050426125014 ACCESSION NUMBER: 0001139020-05-000159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050425 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050426 DATE AS OF CHANGE: 20050426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPIC FINANCIAL CORP CENTRAL INDEX KEY: 0001144892 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880451534 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33417 FILM NUMBER: 05772228 BUSINESS ADDRESS: STREET 1: 7545 N. DEL MAR AVENUE STREET 2: SUITE 102 CITY: FRESNO STATE: CA ZIP: 93711 BUSINESS PHONE: (888) 576-0320 MAIL ADDRESS: STREET 1: 7545 N. DEL MAR AVENUE STREET 2: SUITE 102 CITY: FRESNO STATE: CA ZIP: 93711 FORMER COMPANY: FORMER CONFORMED NAME: EPIC FINANCIAL CORP DATE OF NAME CHANGE: 20030331 FORMER COMPANY: FORMER CONFORMED NAME: BIG EQUIPMENT SERVICES INC DATE OF NAME CHANGE: 20020211 FORMER COMPANY: FORMER CONFORMED NAME: BIGEQUIP NET DATE OF NAME CHANGE: 20020107 8-K 1 epic8ksaleofseriesd42505.htm

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): April 25, 2005

EPIC FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-33417

88-0451534

(State or other jurisdiction of

(Commission File No.)

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

incorporation or organization)

7545 N. Del Mar Avenue, Suite 102, Fresno, California 93711

(Address of principal executive offices)

Registrant’s telephone number, including area code: (559) 435-2767

N/A

(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-42(c))

Item 3.02

Unregistered Sales of Equity Securities.

On April 25, 2005, the Company completed a transaction whereby it sold 400,000 shares of its Series D Convertible Preferred Stock to one purchaser. The Company received consideration of $100,000 cash for this transaction. A description of the conversion features of the Series D Preferred Stock is set forth in Exhibit 3.1.7 to the Current Report on Form 8-K that was filed with the Securities and Exchange Commission on March 15, 2005. These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders were accredited.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: April 26, 2005

EPIC FINANCIAL CORPORATION

By: /s/ Rodney R. Ray

Rodney R. Ray, President

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