VGTel, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-02-20: Form 8-K; Period of report 2025-02-20; Description 8.01 Other Events; Details 8.01.
- 2024-12-19: Form 8-K; Period of report 2024-12-18; Description 8.01 Other Events; Details 8.01.
- 2024-11-20: Form 8-K; Period of report 2024-10-22; Description 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.01.
- 2023-08-07: Form 8-K; Period of report 2023-08-07; Description 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-02-20 | 8-K | 2025-02-20 | 8.01 Other Events | 8.01 On February 20, 2025, VGTel, Inc. (the "Company") submitted regulatory filings seeking authorization for astronomy research and global atmospheric monitoring. | vgtel_8k.htm |
| 2024-12-19 | 8-K | 2024-12-18 | 8.01 Other Events | 8.01 The Company is pleased to announce the launch of its new business model and brand, Beyond Earth, which is dedicated to exploring and understanding the complexities of our skies and beyond. | vgtel_8k.htm |
| 2024-11-20 | 8-K | 2024-10-22 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On October 22, 20224 control of the Company has transferred from Alfredo Papadakis by an Assignment and Assumption Agreement which transfers the ownership of the Series A Preferred Stock to Ken Williams. 5.02 Our Company’s current sole Director and officer Alfredo Papadakis has resigned, and Ken Williams has been appointed as sole director and President, Secretary and CFO. | vgtel_8k.htm |
| 2023-08-07 | 8-K | 2023-08-07 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On August 7 20223 control of the Company has transferred from Jim DePrima to Chris Villareale by an Assignment and Assumption Agreement which transfers the ownership of the Series A Preferred Stock to Chis Villareale. 5.02 Our Company’s current sole Director and officer James DiPrima has resigned, and Chris Villareale has been appointed as sole director and officer. | vgtel_8k.htm |
| 2022-04-18 | 8-K | 2022-04-18 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On April 18, 2022 control of the Company has transferred from Jim DePrima to Brian Kistler by an Assignment and Assumption Agreement which transfers the ownership of the Series A Preferred Stock to Brian Kistler. 5.02 Our Company’s current sole Director and officer Jim DePrima has resigned, and Brian Kistler has been appointed as interim sole director and officer. | vgtel_8k.htm |
| 2021-08-13 | 8-K | 2021-08-11 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 As described as follows, our Company has entered into a transaction with Chucks Vintage Inc. Our company is acquiring an interest in Chucks Vintage. | vgtel_8k.htm |
| 2021-03-09 | 8-K | 2021-02-23 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 As of February 23, 2021, Miro Zecevic has been appointed as new interim management. | vgtel_8k.htm |
| 2016-04-12 | 8-K | 2015-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k041216_8k.htm |
| 2015-09-28 | 8-K | 2015-09-28 | 9.01 Financial Statements and Exhibits | f8k092815_8k.htm | |
| 2015-07-09 | 8-K | 2015-07-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k070915_8k.htm |
| 2015-02-05 | 8-K | 2015-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k0201415_8k.htm |
| 2015-01-05 | 8-K | 2014-12-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 29, 2014, the Company received a letter of resignation from Martha Phillips. | f8k010515_8k.htm |
| 2014-11-06 | 8-K | 2014-10-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k110614_8k.htm |
| 2014-10-03 | 8-K | 2014-09-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k100314_8k.htm |
| 2014-08-06 | 8-K | 2014-07-30 | 3.02 Unregistered Sales of Equity Securities | 3.02 Unregistered Sales of Equity Securities. | f8k080614_8k.htm |
| 2014-05-22 | 8-K | 2014-05-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k052114_8k.htm |
| 2014-05-19 | 8-K | 2014-05-13 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 3.02 Unregistered Sales of Equity Securities. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | f8k051914_8k.htm |
| 2014-03-14 | 8-K | 2014-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 10, 2014, Peter W. Shafran submitted his resignation as Chief Executive Officer and director of the Board of Directors effective immediately. | f8k031414_8k.htm |
| 2012-10-25 | 8-K | 2012-10-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 11, 2012, VGTel, Inc. dba 360 Entertainment & Productions (the “Company”) issued a Press Release announcing its plan to reduce certain of its outstanding liabilities in the second quarter of 2012, based on management’s extensive review of accounts payable and other obligations of the Company. | v326643_8k.htm |
| 2012-04-02 | 8-K | 2012-03-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Effective March 28, 2012, VGTel, Inc. dba 360 Entertainment & Productions (the “Company”, “we”, “us”, “our”) entered into a definitive agreement (the “Purchase and Sale Agreement”) with Visual Entertainment Systems, LLC (“VES”), whereby the Company has agreed to acquire from VES Internet Sweepstakes Kiosks (“Kiosks”) for distribution in Ohio and other locations. | v308186_8k.htm |
| 2011-09-01 | 8-K | 2011-09-01 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 3.02 On August 30, 2011 the Company granted 200,000 shares of its common stock to its former director Joseph Indovina, and 100,000 shares to each of Bruce Minsky, director, Lori Dente, former director, Colin Mitchell former officer and Frank Queally, former director. 5.02 On August 26, 2011 the Board of Directors executed an employment agreement with Peter Shafran. 8.01 On August 30, 2011 the Board of Directors voted to change the name of the Company to 360Entertainment & Productions, Inc. The name change is subject to shareholder approval and approval from FINRA. | form8k.htm |
| 2011-07-29 | 8-K | 2011-07-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On July 27, 2011, VGTel, Inc. (the “Registrant” or the “Company”) dismissed EisnerAmper, LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm, effective July 27, 2011. | form8k.htm |
| 2011-07-22 | 8-K | 2011-07-19 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 On June 30, 2011, VGTel, Inc. (the “Company”), received a letter (the “Letter”) dated July (sic) 29, 2011 from Lawrence Harris as President of Venture Industries, Inc. (“Venture”), terminating the Agreement and Plan of Share Exchange (the “Agreement”), dated as of February 24, 2011, by and among the Company and Venture. 8.01 As a result of the termination prior to closing of the Agreement and Plan of Share Exchange, dated as of February 24, 2011, by and among the Company and Venture Industries, Inc., the disclosure in the Company’s filings with the Securities and Exchange Commission relating to Venture Industries, Inc. or the ongoing operations, share issuances, shell company status, share ownership or control of the Company and Venture Industries, Inc. are not applicable to the Company and should no longer be relied upon when analyzing the business, operations or financial condition of the Company. | form8k.htm |
| 2011-07-06 | 8-K | 2011-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Appointment of Officers and Directors of VGTel. | form8k.htm |
| 2011-06-01 | 8-K | 2011-05-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v224766_8k.htm |
| 2011-04-05 | 8-K | 2011-03-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status; 8.01 Other Events | 1.01 See Item 2.01 herein below. 2.01 On February 24, 2011 we executed an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Venture Industries, Inc. (“VII”), a company organized under the laws of the state of Nevada, pursuant to which we would acquire 100% of the issued and outstanding shares of VII, in exchange for the issuance of 17,698,571 shares of our common stock, par value $0.0001. 3.02 On January 14, 2011, 3,100,000 common shares were issued upon exercise of 775,000 series A, B, C, D warrants. 5.01 On March 30, 2011, the date the Exchange Agreement was consummated, the shareholders of Venture Industries Inc., became the controlling shareholders of VGTel, Inc. The description of the Exchange Agreement is incorporated by reference herein from Item 1.01 and Item 2.01 above. 5.02 Pursuant to the Exchange Agreement, on the close of business on February 24, 2011, the Sole Director of VGTel, Inc. Joseph Indovina, resigned from his positions as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Sole Director of Company. 5.03 On February 24, 2011, the shareholders of VGTel authorized an amendment to the Certificate of Incorporation to increase the authorized common stock, with an existing par value $0.0001, to 500,000,000 shares. 5.06 As described in Item 1.01 and 2.01 of this Form 8-K, on March 30, 2011, we consummated the Exchange Agreement with Ventures Industries, Inc. As the result of the consummation of the Exchange Agreement, we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. 8.01 February 24, 2011 the Board of Directors and majority of the shareholders of VGTel approved: (i) the reincorporation from the State of New York to the State of Delaware. | form8k.htm |
| 2011-03-30 | 8-K | 2010-12-30 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On March 28, 2011, VGTel, Inc. (the “Registrant” or the “Company”) dismissed MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm, effective March 28, 2011. | form8k.htm |
| 2011-03-04 | 8-K/A | 2011-02-15 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 24, 2011 we (“Company”) executed an ‘Agreement and Plan of Share Exchange’ (“Exchange Agreement”) with Venture Industries, Inc. (“VII”), a company organized under the laws of the state of Nevada, pursuant to which we are acquiring 100% of the issued and outstanding shares of VII, in exchange for the issuance of 17,698,571 shares of our common stock, par value $0.0001. 5.02 (a) Pursuant to the Exchange Agreement, on the close of business on February 24, 2011 the Sole Director Joseph Indovina, will resign from his positions as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Sole Director of Company. | form8k.htm |
| 2011-03-04 | 8-K/A | 2011-01-10 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 30, 2010, VGTel, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among Joseph R. Indovina (the “Buyer”), Ron Kallus, Niva Kallus, Israel Hason and eleven individual shareholders (the “Sellers”), and the Company which closed on January 10, 2011 (the “Closing Date”). 5.01 (a) On, January 10, 2011, (Closing Date) Joseph R. Indovina acquired 3,322,823 shares, or approximately 27.4%, of the issued and outstanding shares of common stock of the Company, from the Sellers and the Sellers received Two Hundred Sixty Five Thousand, Six Hundred Thirteen dollars ($265,613 ) for such purchase. 5.02 (a) Pursuant to the Stock Purchase Agreement, on the close of business on Janaury 10, 2011 Ron Kallus, resigned from his positions as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Director. | form8k.htm |
| 2011-02-24 | 8-K | 2011-02-15 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 24, 2011 we (“Company”) executed an ‘Agreement and Plan of Share Exchange’ (“Exchange Agreement”) with Venture Industries, Inc. (“VII”), a company organized under the laws of the state of Nevada, pursuant to which we are acquiring 100% of the issued and outstanding shares of VII, in exchange for the issuance of 17,698,571 shares of our common stock, par value $0.0001. 5.02 (a) Pursuant to the Exchange Agreement, on the close of business on February 24, 2011 the Sole Director Joseph Indovina, will resign from his positions as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Sole Director of Company. | form8k.htm |
| 2011-02-14 | 8-K | 2011-02-01 | 3.02 Unregistered Sales of Equity Securities | 3.02 Effective on February 1, 2011 VGTel, Inc. (the “Company”) issued an aggregate of 1,166,666 shares of common stock to the following service providers in consideration of an aggregate of $291,666 value of services rendered to the Company. | form8k.htm |
| 2011-02-11 | 8-K/A | 2011-01-10 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 30, 2010, VGTel, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among Joseph R. Indovina (the “Buyer”), Ron Kallus, Niva Kallus, Israel Hason and eleven individual shareholders (the “Sellers”), and the Company which closed on January 10, 2011 (the “Closing Date”). 5.01 (a) On, January 10, 2011, (Closing Date) Joseph R. Indovina acquired 3,322,823 shares, or approximately 27.4%, of the issued and outstanding shares of common stock of the Company, from the Sellers and the Sellers received three hundred forty thousand six hundred thirteen dollars ($265,613 ) for such purchase. 5.02 (a) Pursuant to the Stock Purchase Agreement, on the close of business on Janaury 10, 2011 Ron Kallus, resigned from his positions as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Director. | form8k.htm |
| 2011-01-11 | 8-K | 2011-01-06 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 30, 2010, VGTel, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) by and among Joseph R. Indovina (the “Buyer”), Ron Kallus, Niva Kallus, Israel Hason and eleven individual shareholders (the “Sellers”), and the Company which closed on January 10, 2011. 5.01 (a) On, January 10, 2011, (Closing Date) Joseph R. Indovina acquired 5,618,900 shares, or approximately 53.00%, of the issued and outstanding shares of common stock of the Company, from the Sellers and the Sellers received three hundred forty thousand six hundred thirteen dollars ($340,613) for such purchase. 5.02 (a) Pursuant to the Stock Purchase Agreement, on the close of business on Janaury 10, 2011 Ron Kallus, resigned from his positions as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Director. | form8k.htm |
| 2010-01-20 | 8-K | 2010-01-19 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 19, 2010, VGTel, Inc. (the “Company”) was notified that the audit practice of Kempisty & Company Certified Public Accountants, P.C., the Company’s independent registered public accounting firm (“K&Co”), was combined with MaloneBailey, LLP (“MB”) effective as of January 1, 2010. | form8k.htm |
| 2009-05-15 | 8-K/A | 2009-04-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) Dismissal of Previous Independent Registered Public Accounting Firm. | form8k.htm |
| 2009-05-01 | 8-K | 2009-04-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) Dismissal of Previous Independent Registered Public Accounting Firm. | form8k.htm |
| 2008-05-30 | 8-K | 2008-05-30 | 3.02 Unregistered Sales of Equity Securities | form8k.htm |