UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment #1
[X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2018
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to _____
Commission File Number | 000-55954 |
ESPORTS ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada | 26-3062752 |
(State or other jurisdiction of incorporation or organization)
| (IRS Employer Identification No.) |
Commercial Centre, Jolly Harbour St. Mary’s, Antigua and Barbuda |
N/A |
(Address of principal executive offices) | (Zip Code) |
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Registrant’ telephone number including area code: (268) 562-9111 | |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
Non-accelerated filer | ☐ |
| Smaller reporting company | ☑ |
(Do not check if a smaller reporting company) |
|
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of December 31, 2017, the aggregate value of voting and non-voting common equity held by non-affiliates was approximately $30,200,000.
As of October 12, 2018, the Company had 86,994,593 outstanding shares of common stock.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 2018, filed with the Securities and Exchange Commission on October 15, 2018, is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART IV
ITEM 15. EXHIBITS
21.1
| Subsidiaries
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31.1
| Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
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31.2
| Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer
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32.1 | Section 1350 Certification of Principal Executive and Financial Officers |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 13, 2018 Esports Entertainment Group, Inc. BY: /s/ Grant Johnson Name: Grant Johnson Title: Principal Executive Officer |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature | Title | Date |
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/s/ Grant Johnson Grant Johnson | Principal Executive, Financial and Accounting Officer and a Director | November 13, 2018 |
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/s/ David Watt David Watt | Director | November 13, 2018 |
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/s/ Yan Rozum Yan Rozum | Director | November 13, 2018 |
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/s/ Chul Woong Lim Chul Woong Lim | Director | November 13, 2018 |
