0001504412-13-000242.txt : 20130607 0001504412-13-000242.hdr.sgml : 20130607 20130607132537 ACCESSION NUMBER: 0001504412-13-000242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130607 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130607 DATE AS OF CHANGE: 20130607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOCIAL CUBE INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 870502701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24721 FILM NUMBER: 13899869 BUSINESS ADDRESS: STREET 1: 5670 WILSHIRE BOULEVARD, SUITE 760 CITY: LOS ANGELES STATE: CA ZIP: 90036 BUSINESS PHONE: 323-933-3500 MAIL ADDRESS: STREET 1: 5670 WILSHIRE BOULEVARD, SUITE 760 CITY: LOS ANGELES STATE: CA ZIP: 90036 FORMER COMPANY: FORMER CONFORMED NAME: LEXON TECHNOLOGIES INC DATE OF NAME CHANGE: 19990803 FORMER COMPANY: FORMER CONFORMED NAME: REXFORD INC DATE OF NAME CHANGE: 19980630 8-K 1 soccform8kjune72013_8k.htm FORM 8K Converted by EDGARwiz

       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): June 7, 2013


SOCIAL CUBE INC.

(Exact name of registrant as specified in its Charter)

 

 

 

 

 

Delaware

 

0-24721

 

87-0502701

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File No.)

 

Identification No.)

 

 

 

 

 

 

5670 Wilshire Boulevard, Suite 760

Los Angeles, CA 90036

 

 

(Address of principal executive offices)

 


(323) 933-3500

(Registrant’s telephone number, including area code)


 (Former name or former address, if changed 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:   

 

 

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 240.24d-2(b))


o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.23e-4(c))





Item 3.01. Notice of Delisting


On June 3, 2013, the board of directors of Social Cube Inc. (the “Company”) decided to delist the Company’s common stock from the OTC and deregister from the reporting requirements of the Securities Exchange Act of 1934, as amended. A copy of the press release, dated June 7, 2013, issued by the Company to announce the delisting is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01.  Financial Statements and Exhibits.


The following exhibit is furnished with this Current Report on Form 8-K:


99.1 Social Cube Inc. Press Release dated June 7, 2013.

 

 

 

 

 

 

 

 


Social Cube Inc.

 

By: /s/ Jonathan Lee, Chief Financial Officer

Dated: June 7, 2013

 




 EX-99.1 CHARTER 2 soccpressreleasejune72013_ex.htm EXHIBIT 99.1 Converted by EDGARwiz

Social Cube Inc. Announces Going Dark, Delisting and Deregistration

June 7, 2013


LOS ANGELES, CA – Social Cube Inc. (OTC: SOCC) (the “Company”) announced today that on June 3, 2013, its board of directors decided to delist the Company’s common stock from the OTC and deregister from the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  The Company’s board of directors determined, after careful consideration, that delisting and deregistering is in the overall best interests of the Company.  Among other factors, the board of directors considered the cost savings to be realized by the Company by eliminating its obligations to file reports with the Securities and Exchange Commission (the “SEC”).  

The Company is eligible to deregister its stock because the Company has fewer than 300 shareholders of record.  The Company intends to file a Form 25 with the OTC and the SEC in 10 days to delist its common stock from the OTC and to deregister the Company’s common stock from Section 12(b) of the Exchange Act.  

Thereafter, the Company shall also file a Form 15 with the SEC to suspend the Company’s reporting requirements under Section 15(d) of the Exchange Act.  Upon filing of the Form 15, the Company will no longer be obligated to file certain Exchange Act reports with the SEC.  


About Social Cube Inc.

 

Publicly listed on the OTC market under the ticker symbol “SOCC”, Social Cube Inc. is an online gaming and social gaming company.   Social Cube is headquartered in Los Angeles, California.

 

Forward-Looking Statements


This news release contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These statements include, among other things, any predictions regarding the Company’s prospects or future financial condition, earnings, revenues, expenses or other financial items, any statements concerning the Company’s prospects or future operations, including management’s plans or strategies and objectives therefore and any assumptions, expectations or beliefs underlying the foregoing.

These statements can sometimes be identified by the use of forward looking words such as “may,” “will,” “should,” “anticipate,” “believe,” “plan,” “project,” “estimate,”



“expect,” “intend,” or other similar expressions or the negative thereof. All statements other than statements of historical facts in this release or referred to in this release are “forward-looking statements.”

Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to Social Cube Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

Contact:

Jonathan Lee

Chief Financial Officer

Social Cube Inc.

jlee@social-cube.net

(323) 933-3500