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EX-32 - CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350 - BLGI, INC.ex_32-2.htm
EX-32 - CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350 - BLGI, INC.ex_32-1.htm
EX-31 - CERTIFICATION OF CFO PURSUANT TO RULE 13A-14(A)/15D-14(A) - BLGI, INC.ex_31-2.htm
EX-31 - CERTIFICATION OF CEO PURSUANT TO RULE 13A-14(A)/15D-14(A) - BLGI, INC.ex_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K /A

Amendment No. 1

(Mark One)


[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended April 30, 2019


Or


[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from              to             


Commission file number 000-55880


BLGI, INC.

(Exact name of registrant as specified in its charter)


Florida

 

46-2500923

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

207 W. Division Street, Suite 137

Chicago, Illinois

 

60622

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number   (773) 683-1671


Securities registered under Section 12(b) of the Act: None


Securities registered under Section 12(g) of the Act: Common Stock


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 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. Yes [  ] No [X]


Indicate by check mark whether the issuer (1) 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. [X]


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 [  ] No [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of 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. [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[  ]

Accelerated filer

[  ]

 

 

 

 

Non-accelerated filer

[  ]

Smaller reporting company

[X]

(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]


The aggregate market value of the common stock held by non-affiliates of the registrant, as of October 31, 2018, the last business day of the second fiscal quarter, was approximately $1,295,371.71 based on a total number of shares of our common stock outstanding on that day of 166,073,296 and a closing price of $0.0078. Shares of common stock held by each director, each officer and each person who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive.


The registrant had 29,112,661 shares of its common stock issued and outstanding as of February 17, 2021 .


DOCUMENTS INCORPORATED BY REFERENCE:


None.




EXPLANATORY NOTE


The purpose of this Amendment No. 1 to BLGI, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended April 30, 2019 (“Form 10-K/A”) is to submit Exhibit 101 to the Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2020 (the “Form 10-K”), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files (the “Interactive Data Files”) required to be filed with the Form 10-K.


The following events, each of which occurred after the original filing date of the Form 10-K, are applicable with respect to the executive officers executing this Form 10-K/A, the change of the Company’s name, since the original filing date of the Form 10-K, and differences in the number of outstanding shares, since the original filing date of the Form 10-K:


Effective June 29, 2020, Jeremy Towning resigned as Chief Executive Officer;

 

 

Effective June 29, 2020, the Company appointed Lawrence P. Cummins as Chief Executive Officer and as a member of the Company’s board of directors;

 

 

Effective October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc.; and

 

 

Effective October 15, 2020, the Company effected a 1-for-20 reverse stock split of its shares of common stock, par value $0.0001 per share; provided, however, that no changes or adjustments have been made to the financial information in the Form 10-K to reflect such reverse stock split.


Other than the submission of the Interactive Data Files, no other changes, revisions, or updates have been made to the Form 10-K in this Form 10-K/A, which speaks as of the original filing date of the Form 10-K and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-K.



Item 15. Exhibits and Financial Statement Schedules.


(b) Exhibits


Exhibit
Number

 

Description

3.1(i)

 

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-1 filed with the Commission on May 23, 2013).

3.1(ii)

 

Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the Commission on June 9, 2014).

3.1(iii)

 

Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 1, 2017).

3.2

 

By-Laws (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-1 filed with the Commission on May 23, 2013).

4.1

 

Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form S-1 filed with the Commission on May 23, 2013).

4.2

 

Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

continued


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Exhibit
Number

 

Description

4.3

 

Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

4.4

 

Security Agreement (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

4.5

 

Intellectual Property Security Agreement (incorporated by reference to Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

4.6

 

Subsidiary Guarantee Agreement (incorporated by reference to Exhibit 4.5 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

4.7

 

Form of Senior Secured Convertible Promissory Note issued to Bellridge Capital, L.P. in November 2017 (incorporated by reference to Exhibit 4.7 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

4.8

 

Form of Financial Advisory Common Stock Purchase Warrant issued to Aegis Capital Corp. (incorporated by reference to Exhibit 4.8 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

4.9

 

Form of Common Stock Purchase Warrants issued to Bellridge Capital, L.P. in April 2017 (incorporated by reference to Exhibit 4.9 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

4.10

 

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (1)

10.1

 

Definitive Acquisition Agreement dated June 18, 2017 by and among the registrant and the BitReturn shareholders (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on June 27, 2017).

10.2

 

Securities Purchase Agreement dated November 27, 2017 by and among the registrant and Black Cactus, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

10.3

 

Registration Rights Agreement dated November 27, 2017 by and among the Registrant and Black Cactus, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2017)

10.4

 

Amendment to Registration Rights Agreement, dated November 27, 2017 (Amendment dated April 13, 2018) (incorporated by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

10.5

 

Amendment to Securities Purchase Agreement, dated November 27, 2017 (Amendment dated April 5, 2018) (incorporated by reference to Exhibit 10.5 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

10.6

 

Securities Purchase Agreement, dated April 5, 2018 (incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

10.7

 

Registration Rights Agreement, dated April 13, 2018 (incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-1 filed with the Commission on April 24, 2018)

10.8

 

Software License Agreement, dated August 24, 2019, between Charteris, Mackie, Baillie & Cummins Limited and Black Cactus Global, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report for the quarter ended October 31, 2018)

10.9

 

Assignment Agreement, dated November 15, 2019, between Charteris, Mackie, Ballie & Cummins Limited and Black Cactus Global, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report for the quarter ended October 31, 2018)

21.1

 

Subsidiaries of the Registrant (1)

31.1 *

 

Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *

 

Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *

 

Certification of CEO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *

 

Certification of CFO pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

XBRL Instance File

101.SCH

 

XBRL Schema File

101.CAL

 

XBRL Calculation File

101.DEF

 

XBRL Definition File

101.LAB

 

XBRL Label File

101.PRE

 

XBRL Presentation File

__________

* Filed herewith

(1) Filed previously as an exhibit to the Form 10-K.


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SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

BLGI, INC.

 

 

 

Date: February 19, 2021

By:

/s/ Lawrence P. Cummins

 

 

Lawrence P. Cummins, Chief Executive Officer



Date: February 19, 2021

By:

/s/ Jeremy Towning

 

 

Jeremy Towning, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)


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