Current Report Filing (8-k)
July 11 2014 - 3:48PM
Edgar (US Regulatory)
| |
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 11, 2014
|
| |
|
|
|
|
|
| |
|
NIGHTCULTURE, INC.
|
|
|
| |
(Exact name of registrant as specified in Charter)
|
|
| |
|
|
|
|
|
| |
Nevada
|
|
0-49648
|
|
73-1554122
|
|
| |
(State or other jurisdiction of incorporation or organization)
|
(Commission File No.) |
(IRS Employer Identification No.)
|
|
| |
|
|
|
|
|
| |
|
6400 Richmond Avenue
Houston, Texas 77057
|
|
|
| |
|
(Address of Principal Executive Offices)(Zip Code)
|
|
|
| |
|
|
|
|
|
| |
|
832-535-9070
|
|
|
| |
|
(Issuer Telephone number)
|
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
| |
(a)
|
The Company issued a press release on July 11, 2014, a copy of which is attached hereto as an exhibit.
|
| |
(b)
|
The information contained in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
|
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No.: |
|
Description |
| 99.1 |
|
Press Release, dated July 11, 2014
|
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.
| |
NIGHTCULTURE, INC. |
|
| |
|
|
|
|
Dated: July 11, 2014
|
By:
|
/s/ Michael Long |
|
| |
|
Michael Long |
|
| |
|
President |
|
| |
|
|
|
EXHIBIT 99.1
NightCulture Closes on Debt Reduction
HOUSTON, July 11, 2014 (GLOBE NEWSWIRE via COMTEX) -- NightCulture Inc. (the "Company") NGHT is pleased to announce that it closed on an agreement with a major debt holder to issue 3,000,000 shares of common stock in exchange for the total debt of $340,000 held by the debt holder. The closing reduces the debt to zero.
Michael Long, CEO of NightCulture, stated, "The agreement to eliminate this outstanding debt is another step in strengthening our balance sheet and will help the Company in its future growth and profitability.”
ABOUT NIGHTCULTURE INC.
NightCulture Inc. "Concerts that Change Your Life," is a premier producer of live concerts and events. NightCulture operates in the following markets: Houston, TX, Austin, TX, Dallas, TX, San Antonio, TX, and Oklahoma City, OK. NightCulture is the first Electronic Music oriented company to trade in the public markets. http://www.NightCulture.com
Stereo Live, LLC, a wholly-owned subsidiary of NightCulture, operates Stereo Live, a 25,000 square foot music and live events venue located on 2 1/2 acres of land at 6400 Richmond Avenue in Houston, Texas. http://www.StereoLiveHouston.com
NightCulture Inc. produces Something Wicked Halloween Festival, which drew over 20,000 fans in 2013 in Houston, TX. http://www.SomethingWicked.com
Safe Harbor Statement
Statements in this release that relate to future plans or projected results of NightCulture Inc. are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), and Section 21E of the Securities Exchange Act of 1934, as amended by the PSLRA, and all such statements fall under the "safe harbor" provisions of the PSLRA. Our actual results may vary materially from those described in any "forward-looking statement" due to, among other possible reasons, the realization of any one or more of the risk factors described in our annual or quarterly reports, or in any of our other filings with the Securities and Exchange Commission. Readers of this release are encouraged to study all of our filings with the Securities and Exchange Commission. Readers of this release are cautioned not to put undue reliance on forward-looking statements.
CONTACT: Michael Long
832-535-9070
NGHT@NightCulture.com