Amended Current Report Filing (8-k/a)
November 02 2017 - 4:01PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
8-K/A
Current Report Pursuant to Section 13 or
15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 17, 2017
Grom Social Enterprises, Inc.
(Exact name of small business issuer as
specified in its charter)
Illumination America, Inc.
(Former Name)
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Florida
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000-55585
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46-5542401
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer ID No.)
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2060 NW Boca Raton Blvd., #6
Boca Raton, FL 33431
(Address of principal executive offices)
561-287-5776
(Issuer’s Telephone Number)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY NOTE
This Amendment is being filed to provide the information required by Item 9.01(a) of this Report, including independent audit of the financial statements of Grom Holdings, Inc. for the fiscal years ended December 31, 2016 and 2015 and notes thereto, along with unaudited interim periods financial statements for the six months ended June 30, 2017 and 2016, and pro forma consolidated financial statements applicable to this acquisition.
Item 7.01 Regulation FD Disclosure
Our Press Release relating to the contents
of this 8-K/A is attached as Exhibit 99.4 and is hereby incorporated.
Item 9.01 Financial Statements
and Exhibits.
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(a)
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Financial Statements of Grom Holdings
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The audited balance sheets, statements
of operations, changes in stockholder’s equity and cash flows for the years ended December 31, 2016 and 2015, and the related
notes to the financial statements, together with the independent auditor's report, are filed as Exhibit 99.1 to this Form 8-K/A
and incorporated by reference herein.
The unaudited balance sheet as of June
30, 2017 and the unaudited statements of operations and cash flows for the six months ended June 30, 2017 and June 30,
2016 are filed as Exhibit 99.2 to this Form 8-K/A and incorporated by reference herein.
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(b)
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Pro Forma Financial Information
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The unaudited pro forma consolidated balance
sheet of the Registrant at June 30, 2017, and the unaudited pro forma consolidated statements of operations and comprehensive income
for the six months ended June 30, 2017 and the year ended December 31, 2016, are filed as Exhibit 99.3 to this Form 8-K/A and incorporated
by reference in this Form 8-K/A.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its report to be signed on its behalf by the undersigned
hereunto duly authorized.
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GROM SOCIAL ENTERPRISES, INC.
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(Registrant)
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Dated: November 2, 2017
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By:
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/s/ Darren Marks
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Darren Marks,
Chief Executive Officer
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