UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  July 16, 2015


VIRTUAL PIGGY, INC.
(Exact name of Registrant as specified in charter)


Delaware
(State or other jurisdiction
of incorporation)
0-53944
(Commission File Number)
35-2327649
(I.R.S. Employer
Identification No.)
 
1221 Hermosa Avenue, Suite 210, Hermosa Beach, California 90254
(Address of principal executive offices, including zip code)
 
(310) 853-1950
(Registrant's telephone number, including area code)
 
 
 

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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 
 
ITEM 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

New Chief Financial Officer

On July 16, 2015, Virtual Piggy, Inc. (the “Company”) appointed Scott McPherson as its Chief Financial Officer.

Mr. McPherson, age 54, formed McPherson, CPA, PLLC in January 2005, which performs accounting and tax services for numerous clients in various industries.  Mr. McPherson also served as the Chief Executive Officer of CannLabs, Inc. from April 2015 to July 2015 and as the Chief Financial Officer of CannLabs, Inc. from June 2014 to July 2015.  CannLabs, Inc. is a public, science based solutions company based in Denver, Colorado that provides testing, consulting and technology services to the cannabis industry.  Mr. McPherson is serving as the Chief Financial Officer of LaserLock Technologies, Inc. since December 2014, and served as the Chief Financial Officer of LaserLock Technologies, Inc. from December 2012 to October 2013.  LaserLock is a public company that provides state-of-the-art authentication solutions to governments, health care providers, high-end retailers and the gaming industry.

Mr. McPherson previously served as the Chief Financial Officer of the Company from August 2010 through November 2012.

Prior to the formation of McPherson, CPA, PLLC, Mr. McPherson was a partner in the SEC, Merger and Acquisition and Co-Chairman of the Litigation Support departments of a regional certified public accounting firm.  Mr. McPherson received his Certified Public Accounting license in Pennsylvania in 1986 and in Florida in 1993.  Mr. McPherson graduated from Clarkson University in 1983 with a Bachelor of Science in Accounting and Law.

McPherson, CPA, PLLC has from time to time provided non-audit accounting-related services to the Company.  During 2013, 2014 and year to date 2015, the Company paid McPherson, CPA, PLLC $152,800, $139,950 and $30,625 respectively.


New Chairman of the Board

In addition, on July 21, 2015 Jo Webber stepped down from the position of Chairperson of the Board effective immediately (but will retain all of her other titles and positions) and Mr. Ernest Cimadamore, currently a director of the Company, was appointed as non-executive Chairman of the Board.

ITEM 9.01.  Financial Statements and Exhibits.

(d)           Exhibits – The following exhibit is filed as part of this report:

Exhibit No.         Description of Exhibit

99.1                      Press Release dated July 21, 2015

 
2

 

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 hereunto duly authorized.

 
VIRTUAL PIGGY, INC.
 
       
       
Date: July 22, 2015
By:
  /s/ Jo Webber  
   
 Jo Webber
 Chief Executive Officer
 
 
 
3



Exhibit 99.1
 
FOR IMMEDIATE RELEASE
 
Founding CFO Returns to Virtual Piggy

Scott McPherson Appointed CFO of Youth Payments Company

LOS ANGELES  – July 21, 2015 Virtual Piggy, Inc.  (OTCQB: VPIG), provider of award-winning payment technology, Oink, today announced that Scott McPherson, the original CFO of Virtual Piggy, has returned to take over the CFO position full-time. Scott McPherson, CPA, CFE, CVA, brings with him 20 years of CFO experience with private and public companies.

“Scott has stayed connected to Virtual Piggy over the last two years and knows our business inside out,” said Dr. Jo Webber, CEO and Founder of Virtual Piggy. “We are thrilled to have Scott back managing the financial operations of our business.”

“Virtual Piggy has evolved over the last 3 years and I am returning at a pivotal point,” said Scott McPherson. “I am very excited to return to the financial helm during this key point in time.”
 
For more information about Oink visit www.oink.com.
 
About Virtual Piggy, Inc.
Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls while gaining valuable financial management skills.  The technology company also delivers payment platforms designed for the under 21 age group in the global market and enables online businesses the ability to function in a manner consistent with the Children’s Online Privacy Protection Act (COPPA) and similar international children’s privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: www.virtualpiggy.com and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395.

Safe Harbor Statement
All statements herein other than statements of historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Such statements are not guarantees of future performance and are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. Such factors include, but are not limited to, our ability to raise additional capital, our limited operating history and revenue, our ability to attract and retain qualified personnel, our dependence on third party developers, our ability to develop new services, market acceptance of our services, legislative, regulatory and competitive developments, enforcement of our intellectual property, general economic conditions, as well as other factors set forth under the caption "Risk Factors" in our most recent Form 10-K filed with the SEC, and other subsequent filings with the SEC.
 
 
 

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