Current Report Filing (8-k)
June 12 2017 - 1:04PM
Edgar (US Regulatory)
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): June 8, 2017
ProBility
Media Corporation
(Exact Name of Registrant as Specified in
Its Charter)
Nevada
(State or other jurisdiction
of incorporation)
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000-55074
(Commission
File Number)
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33-1221758
(I.R.S. Employer
Identification No.)
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1517 San Jacinto
Houston, TX 77002
(Address of principal executive offices,
including zip code)
Registrant's telephone number, including
area code:
(713) 652-3937
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicated by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
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Regulation FD Disclosure.
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Investor Presentation
ProBility Media Corporation
(the “Company”) prepared an investor presentation containing certain Company information and financial
highlights. Representatives of the Company have presented, and intend to present, some of or all of this presentation to
prospective investors and their financial advisors at various conferences and meetings, including webinars. A copy of the
investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Such investor presentation shall not
be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information
in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing. The
furnishing of this Report is not intended to constitute a determination by the Company that the information is material or
that the dissemination of the information is required by Regulation FD.
The statements in this Current Report
on Form 8-K, including Exhibit 99.1 hereto, include statements regarding the intent, belief or current expectations of the
Company and members of its management team, as well as the assumptions on which such statements are based, and generally are
identified by the use of words such as “may,” “will,” “seeks,” “strives,”
“anticipates,” “believes,” “estimates,” “expects,” “plans,”
“intends,” “should” or similar expressions. Forward-looking statements are not a guarantee of
performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our
control. These risks and uncertainties should be carefully considered. Actual results may differ materially from those
contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section
of the Company’s most recent annual report on Form 10-K and in the Risk Factors section of the Company’s most
recent quarterly report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company
undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time, unless required by law.
Item
9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
Exhibit
No.
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Description
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99.1
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Investor Presentation
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PROBILITY MEDIA CORPORATION
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By:
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/s/ Steven M. Plumb
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Name:
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Steven M. Plumb, CPA
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Title:
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Chief Financial Officer
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Date: June 12, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Investor Presentation
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