Current Report Filing (8-k)
26 April 2018 - 5:42AM
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)
April 20,
2018
EVOLUTION BLOCKCHAIN GROUP
INC.
(Exact name of registrant as specified in its charter)
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Nevada
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333-196921
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36-4852858
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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1853 King Beach Avenue, Las Vegas, Nevada
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89123-4300
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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
360-739-7960
___________________________________________________
(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 -4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement
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Item
2.01
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Completion Of Acquisition Or
Disposition Of Assets
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Item
3.02
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Unregistered Sales of Equity
Securities
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Effective April 20, 2018, we executed an asset purchase
agreement with 10604496 Canada Corporation, to acquire the asset “Gamebitcoin”,
a game specific blockchain development tailored to gaming transactions, together
with certain related intellectual property assets of 10604496 Canada
Corporation. The consideration for the purchase was an aggregate of 26,400,000
restricted shares of common stock of our company.
The assets acquired consist of: Ludo mobile application,
gamebit.vip domain/website, Gamebitcoin blockchain token (ERC-20 token),
Gamebitcoin.us application/development, bangforyourbuck.bet mobile application,
Gamebitcoin intellectual expertise in crypto currency mining, Gamebitcoin linux
blockchain development expertise, Gamebitcoin code/funtionally complete Alpha,
Gamebitcoin strategies for using a blockchain for social gaming, Gamebitcoin
expertise in crypto currency trading, Gamebitcoin crypto mining software
development expertise, Gamebitcoin blockchain marketing expertise, Call of Booty
application in development and Prince and the Pauper mobile
application. The entire Gamebitcoin and related systems will be built upon the
idea of peer-to-peer blockchain technology. See Schedule 2 of the Asset Purchase
Agreement attached for full list of intellectual and other property acquired.
2
On April 24, 2018, we issued an aggregate of 26,400,000
unregistered and restricted common shares of our company to close the
transaction for the acquisition of Gamebitcoin. As directed by the Vendor and
pursuant to the terms of the asset purchase agreement, we issued the securities
collectively to 21non-US persons and two US persons (as that term is defined in
Regulation S of the Securities Act of 1933), either in an offshore transaction
relying on Regulation S, or pursuant to section 4(a)(2) of the Securities Act of
1933, as amended.
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.
EVOLUTION BLOCKCHAIN GROUP INC.
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/s/Lawrence
Stephenson
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Lawrence Stephenson
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President, Chief Executive Officer, Secretary, Treasurer
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and Director
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Date: April 25, 2018
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