SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Wolkin Harold

(Last)

(First)

(Middle)

C/O NEWGIOCO GROUP, INC.

130 ADELAIDE STREET WEST, SUITE 701

(Street)

TORONTO

M5H 2K4

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2018

3. Issuer Name and Ticker or Trading Symbol
Newgioco Group, Inc. [ NWGI ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Common Stock	32,000	I	Princeville Capital Corporation⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Purchase Common Stock⁽¹⁾	05/31/2018	05/31/2020	Common Stock	50,000	$0.5	I	Princeville Capital Corporation⁽¹⁾
Convertible Debenture	05/31/2018	05/31/2020	Common Stock	385,071⁽²⁾	$0.4	I	Princeville Capital Corporation⁽¹⁾

Explanation of Responses:

1. Represents shares of common stock issued to Princeville Capital Corporation ("Princeville"). The Reporting Person is the President of Princeville and his spouse is the Vice President of Princeville, and in such capacities, the Reporting Person and his spouse share voting and dispositive power over the securities held by such entity.

2. The Issuer issued Princeville a 10% convertible debenture in the principal amount of CAD $200,000 (or approximately $154,029 based upon the exchange rate on July 23, 2018 including interest accrued thereon).

	/s/ Harold Wolkin	09/12/2018
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.