Current Report Filing (8-k)
12 Dezember 2014 - 11:06PM
Edgar (US Regulatory)
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): December 12, 2014
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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65 Alfred Road
Studio 209
London
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 00447801480109
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(Former name or former address, if changed since last report.)
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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):
o 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))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 12, 2014, Asgherali Gulamhussein resigned as a Director and Chief Financial Officer of Lot78, Inc. (the “Company”). The resignation of Mr. Gulamhussein was not due to a disagreement with the Company relating to the Company’s operations, policies or practices.
On December 12, 2014, the Company announced that the Board of Directors of the Company unanimously approved the voluntary deregistration of the Company’s common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a certification on Form 15 with the Securities and Exchange Commission (the “SEC”) terminating the registration of the Company’s common stock under Section 12(g) of the Exchange Act and suspending the Company’s SEC reporting obligations under Sections 13(a) and 15(d) the Exchange Act on or about December 23, 2014.
The Company expects that the deregistration of its common stock will become effective 90 days after the filing of the Form 15 with the SEC. Upon the filing of the Form 15 with the SEC, the Company’s obligation to file periodic reports under the Exchange Act, including Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K, will be suspended. A copy of the press release is being filed as exhibit 99.1 to this Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated December 12, 2014.
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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.
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LOT78, INC.
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Dated: December 12, 2014
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By:
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Name:
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Oliver Amhurst
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Title:
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President, Principal Executive Officer, Secretary, Treasurer and Director
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated December 12, 2014.
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Exhibit 99.1
Lot 78, Inc Announces Decision to Deregister its Common Stock
London, England (December 12, 2014) – LOT 78, Inc (the “Company”)(OTC Pink: “LOTE”) today announced that its Board of Directors unanimously approved the termination of the registration of its common stock under the Securities Exchange Act of 1934, as amended. The Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to effect this termination on or about December 23, 2014.
After careful consideration, the Board of Directors decided to deregister based on its belief that the savings the Company will achieve as a result of deregistration, particularly on costs related to the preparation and filing of SEC reports and compliance with Sarbanes-Oxley obligations, will benefit shareholders, and such benefits will outweigh any advantages of continuing as an SEC reporting company. The obligation of filing SEC reports and complying with Sarbanes-Oxley has become too burdensome and expensive for a company of the Company’s size.
Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q, and 8-K, will be suspended for 90 days. The Company expects that the deregistration will become effective 90 days after the filing of the Form 15.
During 2015, the Company will consider whether it may seek to maintain a listing of its common stock on the OTC Pink of the OTC Markets.
Cautionary Note Regarding Forward-Looking Statements: Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statement. Nutrition Management Services Company makes forward-looking statements in this press release, which represent our expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in the Company's recent current reports on Form 8-K, our annual report on Form 10-K, our quarterly reports on Form 10-Q, and other periodic and current reports filed from time to time with the Securities and Exchange Commission.
SOURCE Lot78, Inc.
Contact:
Mr Ollie Amhurst
info@lot78.com
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