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): July 20, 2011


MOKITA VENTURES, INC.

(Exact name of Company as specified in its charter)

 

 

 

 

Nevada

333-167275

46-0525378

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

 

Identification Number)

 

 

 

 

7695 SW 104th St., Suite 210

Miami, FL 33156

 

 

(Address of principal executive offices)

 

 


Phone: (305) 663-7140

 

 

(Company’s Telephone Number)

 


Copy of all Communications to:

Carrillo Huettel, LLP

3033 Fifth Avenue, Suite 400

San Diego, CA 92103

Phone: 619.546.6100

Fax: 619.546.6060




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))





MOKITA VENTURES, INC.

Form 8-K

Current Report


ITEM 3.02.

UNREGISTERED SALES OF EQUITY SECURITIES


On July 20, 2011, Mokita Ventures, Inc., a Nevada corporation (the “Company”), issued an aggregate of three million (3,000,000) shares of restricted common stock of the Company, with one million five hundred thousand (1,500,000) shares issued to each of Irma N. Colón-Alonso, the Company’s President & CEO, and Eric P. Littman, a Director, as a one-time bonus for services rendered to the Company. The three million (3,000,000) shares were valued at $30,000, which represents the value of the services provided on the award date.


Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, ("Securities Act"), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an "Investor") confirmed to the Company that it or he is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.


SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  


MOKITA VENTURES, INC.

 

Date: July 27, 2011 

By:  /s/ Irma N. Colón-Alonso                  

 

  

  

Irma N. Colón-Alonso

 

  

President and Chief Executive Officer

 

 

 




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