0001021432-18-000371.txt : 20181210 0001021432-18-000371.hdr.sgml : 20181210 20181105132626 ACCESSION NUMBER: 0001021432-18-000371 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180923 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20181105 DATE AS OF CHANGE: 20181108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emaginos Inc. CENTRAL INDEX KEY: 0001693689 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 814664656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-55736 FILM NUMBER: 181159518 BUSINESS ADDRESS: STREET 1: 9454 WILSHIRE BOULEVARD STE 612 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 3108881870 MAIL ADDRESS: STREET 1: 9454 WILSHIRE BOULEVARD STE 612 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: Forest Sound Acquisition Corp DATE OF NAME CHANGE: 20170104 8-K/A 1 Emaginos8ka110318.txt 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 September 23, 2018 Date of Report (Date of Earliest Event Reported) EMAGINOS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-55736 81-4664656 (State or other (Commission File Number) (IRS Employer jurisdiction Identification No.) of incorporation) 13428 Maxella Avenue, #144 Marina Del Rey, California 90292 (Address of principal executive offices) (zip code) 571-921-4200 (Registrant's telephone number, including area code ITEM 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT. This Form 8-K/A amends the report on Form 8-K filed by Emaginos, Inc. (the "Company") on September 26, 2018. Prior to the final effectiveness of the merger of Emaginos, Inc., a private Virginia company, with and into the Company, the Board of Directors of the Company determined that it was in the best interest of the Company not to proceed with the merger. As such Emaginos, Inc., Virginia, continues as a company in the Commonwealth of Virginia. ITEM 8.01 OTHER EVENTS On January 18, 2017, the Company filed a Form 10 to register a class of its securities under the Securities Exchange Act by which the Company becamea public reporting company. The Company intends to file a Form 15-12g to terminate the registration of such class of securities under Section 12(g) of the Securities Exchange Act. 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 hereunder duly authorized. EMAGINOS, INC. /s/ Allan Jones ---------------------------- Allan Jones President Date: November 5, 2018 COVER 2 filename2.txt Cassidy & Associates 215 Apolena Avenue Newport Beach, CA 92662 November 5, 2018 Barnard Nolan Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Emaginos, Inc. Current Report on Form 8-K Filed September 26, 2018 File No. 000-55736 Dear Mr. Nolan: Emaginos, Inc., a Delaware company, (the "Company") received the comment letter of October 1, 2018 from the Securities and Exchange Commission regarding the filing of its Report on Form 8-K. This response letter addresses the comment contained in that letter. 1. Emaginos, Inc. filed the Form 8-K to announce its impending merger of Emaginos, Inc., a Virginia company, with and into the Company. Prior to consummation of such merger by the filing of the certificates of merger with the appropriate states, the Company determined that it was in the best interest of the Company not to proceed with the merger. As such the Company is filing this date an amended Current Report on Form 8-K to report that the merger was not effected. Sincerely, Lee W. Cassidy 202-415-3563