UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 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 October 30, 2012:
a.
On October 30, 2012, the Company issued an aggregate of 200,476 shares of common stock, $.05 par value (the “Common Stock” or “Shares”) valued at $0.25 per share resulting from conversions of (i) two 5% promissory notes in the aggregate principal amount of $45,000, plus accrued interest which converted into 200,476 shares of Series E Convertible Preferred Stock and (ii) the conversion of such Series E Preferred Shares into an equal number of shares of Common Stock of the Company.
b.
The shares were issued to two persons, each of whom 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").
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. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investors with disclosure of all aspects of our business, including providing the investors 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 investors obtained all information regarding the Company that they 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: October 31, 2012 |
| /s/ Clifford L. Neuman |
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