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): February 8,
2010
WLG
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-113564
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20-0262555
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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920
East Algonquin Road
Suite
120
Schaumburg,
IL 60173 USA
(Address
of Principal Executive Offices/Zip Code)
(224)
653-2800
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
240.13e-4c))
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Item
5.01 Changes in Control of Registrant
(b) On
February 8, 2010, Mr. Christopher Wood, the Chief Executive Officer, controlling
shareholder and a director of WLG Inc. (the “Company”, or “WLG”) sold 8,000,000
shares of WLG common stock owned by him to Jumbo Glory Limited (“Jumbo Glory”),
at a price of $0.25 per share in a private transaction (the “Initial Sale”),
pursuant to the terms of a Stock Purchase Agreement dated February 8, 2010
between Mr. Wood and Jumbo Glory (the “Stock Purchase Agreement”).
The Stock
Purchase Agreement also provides that at any time within 90 days of the closing
date of the Initial Sale, Mr. Wood will sell an additional 8,000,000 shares of
WLG common stock owned by him to Jumbo Glory at a price of $0.25 per share (the
“Second Sale”), if requested to do so by Jumbo Glory. If the Second
Sale is completed Mr. Wood would own less than 50% of WLG’s common stock and
Jumbo Glory would own not less than 51% of WLG’s common stock. If the
Second Sale is completed, Mr. Wood will resign as Chief Executive Officer of the
Company but will remain in an executive management position and as a director
and shall be named Chairman of the Board of Directors.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements with
respect to the Company's plans, objectives, expectations and intentions and
other statements identified by words such as may, could, would, should,
believes, expects, anticipates, estimates, intends, plans or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company's control).
SIGNATURE
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.
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WLG
INC.
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Date: February
12, 2010
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By:
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/s/
Christopher Wood
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Christopher
Wood
Chief
Executive Officer
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