Amended Annual Report (10-k/a)
April 25 2018 - 5:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO. 1
(Mark
One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2017
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ____________.
Commission
file number 000-53988
DSG
GLOBAL INC.
(Exact
Name of Registrant as Specified in Its charter)
Nevada
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26-1134956
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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214
– 5455 152
nd
Street, Surrey, British Columbia V3S 5A5, Canada
(Address
of Principal Executive Offices) (Zip Code)
(604)
575-3848
(Registrant’s Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.001 par value
(Title
of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ]
No [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [ ]
(Do
not check if smaller reporting company)
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As
of December 31, 2017, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $177,277
based on the closing price on that date. As of April 18, 2018, the registrant had 966,394,233 shares of common stock issued
and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s Proxy Statement for the registrant’s 2017 Annual Meeting of Stockholders are incorporated by reference
in Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission
within 120 days of December 31, 2017, the last day of the fiscal year covered by this Annual Report on Form 10-K.
EXPLANATORY
NOTE
The
sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2017 of DSG Global Inc.
(the “Company”) filed with the Securities and Exchange Commission on April 19, 2018 (the “Form 10-K”)
is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No
other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of
the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the original Form 10-K.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
Dated:
April 25, 2018
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DSG
Global Inc.
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By:
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/s/
Robert Silzer
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Robert
Silzer
Chief
Executive Officer and Chief Financial Officer
(Principal
Executive Officer and
Principal
Financial and Accounting Officer)
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Silzer as his true
and lawful attorneys-in-fact and agents, with full power of substitution for him, and in his name in any and all capacities, to
sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Robert Silzer
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Chief
Executive Officer, Chief Financial Officer and Chairman of the
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April
25, 2018
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Robert
Silzer
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Board
of Directors
(Principal Executive Officer and Principal Financial and Accounting Officer)
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/s/
Stephen Johnston
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Director
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April
25, 2018
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Stephen
Johnston
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/s/
James Singerling
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Director
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April
25, 2018
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James
Singerling
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/s/
Jason Sugarman
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Director
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April
25, 2018
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Jason
Sugarman
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/s/
Rupert Wainwright
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Director
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April
25, 2018
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Rupert
Wainwright
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EXHIBIT
INDEX
Exhibit
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Filed
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Number
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Exhibit
Description
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Form
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Exhibit
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Filing
Date
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Herewith
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3.1.1
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Articles
of Incorporation of the Registrant
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SB-2
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3.1
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10-22-07
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3.1.2
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Certificate
of Change of the Registrant
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8-K
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3.1
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06-24-08
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3.1.3
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Articles
of Merger of the Registrant
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8-K
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3.1
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02-23-15
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3.1.4
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Certificate
of Change of the Registrant
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8-K
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3.2
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02-23-15
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3.1.5
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Certificate
of Correction of the Registrant
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8-K
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3.3
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02-23-15
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3.2.1
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Bylaws
of the Registrant
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SB-2
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3.2
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10-22-07
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3.2.2
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Amendment
No. 1 to Bylaws of the Registrant
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8-K
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3.2
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06-19-15
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4.1.2
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DSG
Global, Inc. 2015 Omnibus Incentive Plan
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10-Q
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10.3
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11-13-15
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10.1.1
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Subscription
Agreement / Debt Settlement, dated September 26, 2014, between DSG TAG Systems Inc. and Westergaard Holdings Ltd.
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8-K
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10.1
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08-17-15
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10.1.2
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Addendum
to Subscription Agreement / Debt Settlement, dated October 7, 2014, between DSG TAG Systems Inc. and Westergaard Holdings
Ltd.
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8-K
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10.2
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08-17-15
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10.1.3
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Second
Addendum to Subscription Agreement / Debt Settlement, dated April 29, 2015, between DSG TAG Systems Inc. and Westergaard Holdings
Ltd.
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8-K
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10.3
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08-17-15
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10.1.4
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Third
Addendum to Subscription Agreement / Debt Settlement, dated August 11, 2015, between DSG TAG Systems Inc. and Westergaard
Holdings Ltd.
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8-K
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10.4
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08-17-15
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10.1.5
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Letter
from Westergaard Holdings Ltd., dated September 1, 2015, extending dates of redemption
obligations.
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8-K
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10.1
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09-08-15
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Exhibit
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Filed
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Number
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Exhibit
Description
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Form
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Exhibit
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Filing
Date
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Herewith
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10.1.6
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Letter
from Westergaard Holdings Ltd., dated November 10, 2015, extending dates of redemption obligations
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10-Q
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10.1
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11-13-15
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10.1.7
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Letter
fromWestergaard Holdings Ltd., dated December 31, 2015, extending dates of redemption obligations
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8-K
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10.1
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03-09-16
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10.2
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Convertible
Note of DSG TAG Systems Inc., dated March 31, 2015, payable to Adore Creative Agency, Inc.
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8-K
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10.5
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08-14-15
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10.3
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Convertible
Note Agreement, dated August 25, 2015, between the Registrant and Jerry Katell, Katell Productions, LLC and Katell Properties,
LLC
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10-Q
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10.2
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11-13-15
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10.4
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Agreement
(TAG Touch) dated February 15, 2014 between DSG TAG Systems Inc. and DSG Canadian Manufacturing Corp.
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8-K
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10.1
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05-06-15
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21
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List
of Subsidiary:
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21.1
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DSG
Tag Systems Inc. (Nevada) (100%)
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21.2
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DSG
Tag Systems International Ltd. (United Kingdom) (100%)
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*
#*
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The
information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of
section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of DSG Global
Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
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