FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Rourke Tim

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/31/2019 

3. Issuer Name and Ticker or Trading Symbol

TRULI TECHNOLOGIES, INC. [TRLI]

(Last)        (First)        (Middle)

100 WAUGH DR. SUITE 300,

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

HOUSTON,, TX 77007       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series F Convertible Preferred Stock   (1)   (1)   (1) Common Stock   200000000   $0.02   I   See Footnote   (2)

Explanation of Responses:
(1)  Each share of Series F convertible preferred stock, par value $0.0001 per shares (the "Series F Preferred Stock") of the Issuer initially converts into 1,000 shares of common stock, par value $0.0001 (the "Common Stock") of the Issuer. The Series F Preferred Stock has no expiration date. The Certificate of Designation of Series F Preferred Stock contains a conversion cap, pursuant to which at no time may all or a portion of the shares of Series F Preferred Stock be converted if the number of shares of Common Stock to be issued upon such conversion would cause the beneficial ownership of any holder of Series F Preferred Stock, including the Reporting Person, to exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder at such time, the number of shares of Common Stock equal to 4.99% of all of the Common Stock issued and outstanding at such time. This provision may be waived by the holder by written notice to the Issuer, which notice shall be effective 61 calendar days after the date of such notice. Additionally, in no event shall any shares of Series F Preferred Stock be converted if after giving effect to the conversion, any holder of Series F Preferred Stock, including the Reporting Person, would beneficially own more than 9.99% of all of the Common Stock issued and outstanding at such time.
(2)  The Reporting Person is the Managing Director of Icon Information Consultants, LP, which holds a substantial equity interest in Genesys Talent, LLC ("Genesys"), which directly owns 200,000 shares of Series F Preferred Stock. The Reporting Person disclaims beneficial ownership of the shares of Series F Preferred Stock held by Genesys except to the extent of his pecuniary interest therein.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Rourke Tim
100 WAUGH DR. SUITE 300,
HOUSTON,, TX 77007
X



Signatures
/s/ Timothy O'Rourke, by MDH attorney-in-fact 4/10/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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