Current Report Filing (8-k)
November 16 2016 - 2:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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):
November
11, 2016
STERLING GROUP VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada
|
000-51775
|
72-1535634
|
(State or other jurisdiction
|
(Commission
|
(IRS Employer
|
of incorporation)
|
File Number)
|
Identification No.)
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904-1455 Howe Street,
|
|
Vancouver, B.C., Canada
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V6Z 1C2
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(Address of principal executive offices)
|
(Zip Code)
|
Registrants telephone number, including area code:
(604)
684-1001
N/A
(Former name or former address, if changes
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))
Section 1 Registrants Business and Operations
ITEM 1.01. Entry into a Material Definitive Agreement
Sterling Group Ventures, Inc. (Sterling) is pleased to report
that on November 11th, 2016, it signed a definitive share exchange agreement
with Euroclub Holding Ltd (Euroclub). As a result, Euroclub will become a
subsidiary of Sterling with business in Brazil, Russia, India, China and Europe.
The companys online gaming platform is being launched in India and China.
As a result of the acquisition, Mr. Nick Mellios, the founder,
CEO and shareholder of Euroclub, who resides in Vancouver, British Columbia, has
been appointed CEO of Sterling. Mr. Mellios has been in the online gaming
business since 1999. He graduated from the University of British Columbia with a
Bachelor of Science degree in Mathematics and an MBA in 1995. Mr. Mellios has
replaced Mr. Tsakok, MBA, CFA as CEO, who will remain an independent director and Chairman of the Audit Committee.
Euroclub has enjoyed substantial growth as per its unaudited
financial statements over the past 2 years with revenue of €406,030 in 2014 and
€655,224 in 2015.
Euroclub is a well-established online gaming company that
provides a B2B and B2C multi-gaming platform under the MOJO brand name with a
full suite of social and real money gaming products, including online poker,
casino games, and third party integrations to live dealer, e-sports, sports
betting and skill games. Mojo offers B2B partners both API integrated and
turnkey white label licensing options with comprehensive global payment
processing. Mojos registered office is in Malta with 25 technical staff in
Vancouver, Dublin and Barcelona and support over 20 B2B partners and B2C
operations with gaming licenses in Malta and Curacao.
The Mojo technology is a robust, well established architecture
that supports a flexible, customized suite of products for end customers. In
addition to Mojos multiplayer poker, casino and skill games, Mojo offers
multiple 3rd party content providers that are tightly integrated to and managed
by Mojos back office and state-of-the-art security systems. Mojo supports over
40+ payment processors with 24/7 customer support and security & fraud
management with multicurrency and multilingual solutions. Mojo hosts affiliate,
agent and sub-agent systems and provides solutions for social-play money and
land based casinos. Mojos technology is a key differentiator that allows the
Company to continue to win business from much larger competitors.
Under the terms of the agreement, Sterling will issue
170,285,696 common shares and 791,500 redeemable and exchangeable preferred
shares which are convertible into common at $0.20. Once converted, those common
shares have 5 warrants attached exercisable at $0.20 with a term of 3 years.
Section 3 Securities and Trading Markets
ITEM 3.02. Unregistered Sale of Equities
In connection with the Share Exchange Agreement of November
11th, 2016, as described under Item 1.01 above, Sterling is pleased to announce
that it has arranged a $500,000 private placement. Under the terms of the
private placement, Sterling will issue 10,000,000 common shares at $0.05 and
10,000,000 Series F warrants. The Series F warrants are convertible at $0.15
with a term of 1 year. The securities were sold for cash under written
Subscription Agreements between the Company and several investors. The
Corporation receives $500,000 in cash proceeds from the offering.
The shares were issued with a Rule 144 based upon the exemption
from registration found in Section 4(2) and Regulation S of the Securities Act.
Each purchaser for cash executed a written subscription agreement, had an
opportunity to ask questions and receive answers from management and was
informed about the limitations on resale under Rule 144.
Section 5 Corporate Governance and Management
ITEM 5.01. Changes in Control of Registrant
Pursuant to the Share Exchange Agreement of November
11
th
, 2016, as described under Item 1.01 above, Sterling will be
issuing 170,285,696 common shares and 791,500 preferred shares of the Company to
the shareholders of Euroclub Holding Ltd. As a result of the transaction, the
Euroclub shareholders will own 69.2% of Sterlings common shares and will hold
71.5% of the total votes of the Company. In exchange, Sterling will acquire
Euroclub Holdings Ltd. and all of its subsidiaries and Business Assets as
described in the Share Exchange Agreement.
Beneficial Owners Above 5%:
(1) Title of Class
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(2) Name and Address of
Beneficial Owner
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(3) Amount and Nature of
Beneficial Ownership
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(4) Percent of Class
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Common Shares
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Nicolaos Mellios
935 Highland Drive,
West
Vancouver, BC,
V7S2G6 Canada
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25,669,598
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10.4%
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Common Shares
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Chris MacPherson
4001 - 1111 Alberni St.
Vancouver, BC,
V6E 4V2 Canada
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29,295,429
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11.9%
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Series A Preferred Shares
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Nicolaos Mellios
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119,314
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15.1%
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Series A Preferred Shares
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Chris MacPherson
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136,167
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17.2%
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Security Ownership of Management:
(5) Title of Class
|
(6) Name and Address of
Beneficial Owner
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(7) Amount and Nature
of Beneficial Ownership
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(8) Percent of Class
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Common Shares
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Nicolaos Mellios
935 Highland Drive,
West Vancouver, BC,
V7S2G6 Canada
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25,669,598
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10.4%
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Common Shares
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Christopher Ruck
10525 156 St, Surrey,
BC, V3R 4M1 Canada
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4,684,702
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1.9%
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Series A Preferred Shares
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Nicolaos Mellios
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119,314
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15.1%
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Series A Preferred Shares
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Christopher Ruck
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21,775
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2.8%
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ITEM 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As of November 11
th
, 2016, Mr. Christopher Tsakok
has stepped down as CEO and Chairman of the Board. Mr. Tsakok will remain on the
Board as Chairman of the Audit Committee. In addition, as of November 7, 2016
Mr. Gerry Runolfson has resigned from the Board of Directors. We thank them both
for their years of service to the Company.
Mr. Nick Mellios has been appointed as CEO and Chairman of the
Board as of November 11
th
, 2016. Mr. Nick Mellios, BSc, MBA, is
responsible for overall technical and strategic management, and brings a broad
background in technology and business development to his lead role at Euroclub.
As co-founder and CEO, he has been responsible for raising financing, and
assembling the technical and operations teams to build and support Euroclub's
iGaming platform. He also leads business development efforts negotiating
agreements with on-line and land-based gaming operators, and third party gaming
providers. Prior to Euroclub, Mr. Mellios was the CEO of Yummy Interactive. Mr.
Mellios co-founded Yummy to build a games-on-demand distribution and DRM
(digital rights management) solution for mobile/broadband service providers, and
application/game developers and publishers. Prior to Yummy, Nick held positions
in New Business Development and Program Controls and Management at Hughes
Aircraft. He graduated from the University of British Columbia with an MBA and a
bachelor of science in mathematics.
Chris Ruck will become the companys CTO. Chris has created and
manages Mojos technology, architecture and ongoing IP development. Chris has
over 25 years of experience specializing in architecting and deploying
back-office systems, multiplayer games, DRM solutions and billing systems
previously for Look Communications, Yummy Interactive, Euroclub and now Mojo.
Chris has been with the company since inception from 2010.
In addition, Mr. Patrick Martin and Mr. Sachin Pawa have joined
the Board of Sterling as of November 11
th
, 2016.
Patrick Martin, BSc, MBA, is the principal of business strategy
at Zappos since 2014 and one of the architects of the current best customers
strategy. He has expanded the data science and business intelligence
capabilities of the organization. He has additionally held previous roles as a
product manager at Zappos, and a senior engineer and development director at
Electronic Arts Sports. Mr. Martin's areas of expertise include business
strategy, technology management, big data and on-line/direct marketing. He
received his BSc in Computer Software Engineering from the University of British
Columbia and received his MBA from Northwestern University's Kellogg School of
Management.
Sachin Pawa, BBA, MBA, has over 10 years of experience in
building gaming ventures in India. He co-founded and developed Sol Entertainment Private Ltd., the operating company
of the Crown Casino in Goa, India. He was the chief executive officer of Online
for Playwin, India's largest licensed lottery business. He was also the
co-founder and CEO of Blue Square Services, which operated the site Maharjahclub
and was licensed in the United Kingdom. He has also set up and managed various
successful retail stores and operations for distribution of mobile devices,
including partnerships with the major network carriers in the United States. He
graduated from the University of Technology, Sydney, Australia, with an MBA and
from the Apeejay School Of Management in Delhi, India, with a BBA.
Section 9. Financial Statements and Exhibits
ITEM 9.01 Financial Statements and Exhibits.
The Financial statements relating to the business acquisition
have not been filed with this initial Form 8-K. The required financial
statements will be filed in an amendment in 71 days.
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.
STERLING GROUP VENTURES, INC.
/s/Nicolaos
Mellios
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Nicolaos Mellios
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Chairman & CEO
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November 16, 2016