DIGITAL ALLY INC (Form: 8-K, Received: 08/30/2012 10:01:45)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2012

(Exact Name of Registrant as Specified in Charter)

Nevada		001-33899		20-0064269
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8000 W. 110th Street, Suite 200, Overland Park, KS 66220

(Address of Principal Executive Offices) (Zip Code)

(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:

¨	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(c))

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Digital Ally, Inc. (the “Company”) filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State pursuant to which the Company effected a one (1) for-eight (8) reverse stock split of its issued and outstanding shares of common stock effective August 24, 2012.

As a result of the reverse stock split, every eight (8) shares of the Company's issued and outstanding common stock were combined into one (1) share of common stock. The reverse stock split reduced the number of authorized shares of the Company's common stock from 75,000,000 shares to 9,375,000 shares.

No fractional shares will be issued in connection with the reverse stock split. If, as a result of the reverse stock split, a stockholder would otherwise hold a fractional share, the number of shares to be received by such stockholder will be rounded up to the next whole number.

Immediately before the effectiveness of the reverse stock split the Company had 16,792,218 shares of common stock issued and outstanding. Following the reverse stock split, the Company has approximately 2,099,059 shares of common stock issued and outstanding. The reverse stock split affects all shares of the Company's common stock, including common stock underlying stock options and warrants that are outstanding on the effective date of the reverse stock split.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits . The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit
Number	Description

3.1	Certificate of Change Pursuant to NRS 78.209 of Digital Ally, Inc.

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.

	Digital Ally, Inc.

Date: August 30, 2012	By:	/s/ Stanton E. Ross
		Stanton E. Ross
		Chairman, President and CEO

Exhibit
Number	Description

3.1	Certificate of Change Pursuant to NRS 78.209 of Digital Ally, Inc.

Certificate of Change Pursuant

to NRS 78.209

Document Number

20120575940-15

Filing Date

08/21/2012 3:15 PM

Entity Number

C33264-2000

Certificate of Change Pursuant filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1. Name of corporation:

Digital Ally, Inc.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

75,000,000 Common Shares, par value $0.001 per share

4. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

9,375,000 Common Shares, par value $0.001 per share

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

One (1) for eight (8) reverse split

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Round up to next whole share

7. Effective date and time of filing: (optional) Date: 08/24/2012 Time: 12:01 a.m. PDT

8. Signature: (required)

/s/ Stanton E. Ross 8-20-12		President and Chief Executive Office
Signature of Officer: Stanton E. Ross		Title

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.