0001469709-17-000063.txt : 20170418 0001469709-17-000063.hdr.sgml : 20170418 20170418080408 ACCESSION NUMBER: 0001469709-17-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170208 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170418 DATE AS OF CHANGE: 20170418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VGambling Inc. CENTRAL INDEX KEY: 0001451448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 263062752 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-156302 FILM NUMBER: 17766021 BUSINESS ADDRESS: STREET 1: 155 JOLLY HARBOUR CITY: ST MARY'S STATE: B9 ZIP: 00000 BUSINESS PHONE: 905-580-2978 MAIL ADDRESS: STREET 1: 155 JOLLY HARBOUR CITY: ST MARY'S STATE: B9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: VGambling, Inc. DATE OF NAME CHANGE: 20140815 FORMER COMPANY: FORMER CONFORMED NAME: DK Sinopharma, Inc. DATE OF NAME CHANGE: 20100615 FORMER COMPANY: FORMER CONFORMED NAME: VIRTUAL CLOSET, INC. DATE OF NAME CHANGE: 20081205 8-K 1 gmbl8k_041817apg.htm GMBL 8-K 04/18/17 GMBL 8-K 04/18/17


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): February 28, 2017


                         VGambling Inc.                      

(Exact name of registrant as specified in its charter)


                                         Nevada                                      

(State or other jurisdiction of incorporation)


                                 333-156302                             

(Commission File Number)


                                 26-3062752                              

(IRS Employer Identification No.)


Commercial Centre, Jolly Harbour

           St. Mary’s, Antigua and Barbuda           

(Address of principal executive offices and Zip Code)


                                       905-580-2978                                 

Registrant's telephone number, including area code


 (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-(b))


[  ] 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 




Item 3.02

Unregistered Sales of Equity Securities


The Company sold 4,240,000 shares of its common stock and 4,240,000 warrants for gross proceeds of $636,000 in various private placements between February 28, 2017 and March 31, 2017.


The warrants have an exercise price of $0.15 per share and 2,573,333 warrants expire three years from the date of issuance and 1,666,667 warrants expire five years from the date of issuance.


The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of the securities described above.  The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.





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.


Dated: April 18, 2017

VGAMBLING INC.

 


By: /s/ Grant Johnson

     Grant Johnson

     Chief Executive Officer