Amended Current Report Filing (8-k/a)
October 24 2018 - 5:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 8, 2018
Recall
Studios, Inc.
(Exact
name of registrant as specified in its charter)
Florida
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000-55353
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26-4330545
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1115
Broadway, 12
th
Floor, New York, NY
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10010
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 537-5775
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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 pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory
Note
This
Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Recall Studios,
Inc. (the “Company”) on August 14, 2018 (the “Original 8-K”) to announce, among other things, the closing
of the share exchange pursuant to which Evolution AI Corporation (“EAI”) became a majority owned subsidiary of the
Company. This Amendment No. 1 amends the Original 8-K to include the historical audited financial statements of EIA and the historical
audited financial statements of Pulse Evolution Corp., EAI’s majority owned subsidiary, required by Item 9.01(a) of Form 8-K that were excluded from the Form 8-K in reliance on the instructions to such items. No other information has
been revised.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The audited financial
statements of EAI for the period ended December 31, 2017 are filed herewith as Exhibit 99.1 and incorporated herein by
reference. The consent of Fruci & Associates II, PLLC, the Company’s independent auditors (“Fruci”), is
attached hereto as Exhibit 23.1.
The audited financial
statements of Pulse Evolution Corp. (“Pulse”) for the years ended June 30, 2018 and 2017 are filed herewith as Exhibit
99.2 and incorporated herein by reference. Pulse is majority owned by EAI. Fruci’s consent is attached hereto as Exhibit
23.2.
(d)
Exhibits.
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.
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Recall
Studios, Inc.
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Date:
October 24, 2018
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By:
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/s/
John Textor
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Name:
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John
Textor
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Title:
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Chief
Executive Officer
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