0001144204-16-109864.txt : 20160627 0001144204-16-109864.hdr.sgml : 20160627 20160624214634 ACCESSION NUMBER: 0001144204-16-109864 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160531 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160627 DATE AS OF CHANGE: 20160624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: InCapta, Inc. CENTRAL INDEX KEY: 0001099234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 541838089 STATE OF INCORPORATION: NV FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29113 FILM NUMBER: 161732060 BUSINESS ADDRESS: STREET 1: 819 D AVENUE CITY: NATIONAL CITY STATE: CA ZIP: 91950 BUSINESS PHONE: 6193869185 MAIL ADDRESS: STREET 1: 819 D AVENUE CITY: NATIONAL CITY STATE: CA ZIP: 91950 FORMER COMPANY: FORMER CONFORMED NAME: TBC GLOBAL NEWS NETWORK, INC. DATE OF NAME CHANGE: 20090702 FORMER COMPANY: FORMER CONFORMED NAME: GAMEZNFLIX INC DATE OF NAME CHANGE: 20040409 FORMER COMPANY: FORMER CONFORMED NAME: POINT GROUP HOLDINGS INCORP DATE OF NAME CHANGE: 20030224 8-K/A 1 v442988_8ka.htm FORM 8-K/A

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): May 31, 2016

INCAPTA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	0-29113	47-3903460
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

1950 Fifth Avenue, Suite 100, San Diego, California		92101
(Address of Principal Executive Offices)		(Zip Code)

Company’s telephone number, including area code: (619) 798-9284

________________________________________

(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 (See General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 31, 2016, the Company entered into a Settlement Agreement and Stipulation (“Agreement”) with Rockwell Capital Partners, Inc., a Delaware corporation (“Rockwell”) (see Exhibit 10.1). Under the Agreement, Rockwell acquired outstanding liabilities of the Company in the principal amount of $50,861.25 under the terms set forth in a Form of Claim Purchase Agreement (see Exhibit 10.2).

After the execution of the Agreement, the Company and Rockwell submitted, pursuant to Section 3(a)(10) of the Act, the terms and conditions of this agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares, as defined under the Agreement. On June 1, 2016, the Circuit Court of the Twelfth Judicial Circuit of Florida (Sarasota County) entered an order finding that the Agreement is approved as fair to Rockwell, within the meaning of Section 3(a)(10) of the Act, and that the sale of the shares to Rockwell and the resale of the shares by Rockwell will be exempt from registration under the Act. As of June 24, 2016, 76,900,000 free trading shares have been issued to Rockwell under this exemption.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

Exhibits included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-K.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	InCapta, Inc.


Dated: June 24, 2016	By:	/s/ John Fleming
	John Fleming, President

EXHIBIT INDEX

Number		Description

10.1		Settlement Agreement and Stipulation between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 9, 2016).

10.2		Form of Claim Purchase Agreement between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 9, 2016).