UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-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): July 25, 2012
GLOBAL CASINOS, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah | 0-15415 | 87-0340206 |
(State or other jurisdiction | Commission File | (I.R.S. Employer Identification number) |
1507 Pine Street, Boulder, CO 80302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 449-2100
______________________________________________________
(Former name or former address, if changed since last report)
___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.
The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Global Casinos, Inc., a Utah corporation (the "Company"), completed on July 25, 2012:
a.
On July 25, 2012, the Company issued an aggregate of 110,014 shares of common stock, $.05 par value (the “Common Stock” or “Shares”) valued at $0.25 per share resulting from conversion of both (i) a 5% promissory note in the principal amount of $25,000, plus accrued interest which converted into shares of Series E Convertible Preferred Stock and (ii) the conversion of such Series E Preferred Shares into Common Stock of the Company.
b.
The shares were issued to one person, who qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued were “free trading” under the Securities Act.
c.
The Company paid no fees or commissions in connection with the issuance of the Shares.
d.
The grant of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investor qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believe that the accredited investor obtained all information regarding the Company that he requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.
e.
Not applicable.
f.
Not applicable.
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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 thereunto duly authorized.
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| Global Casinos, Inc. | |
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| Dated: August 15, 2012 |
| /s/ Clifford L. Neuman |
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