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): May 11, 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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(a) On
May 11, 2010, Mr. Christopher Wood, the former Chief Executive Officer,
controlling shareholder and a director of WLG Inc. (the “Company”, or “WLG”)
sold 7,748,848 shares of WLG common stock (“WLG Shares”) owned by him to Jumbo
Glory Limited (“Jumbo Glory”), at an approximate price of $0.129 per share and
an aggregate price of $1,000,000 in a private transaction, pursuant to the terms
of a Stock Purchase Agreement dated February 8, 2010, between Mr. Wood and Jumbo
Glory (the “Stock Purchase Agreement”), and amended effective May 11, 2010 (the
“Amendment”). As reported in a Form 8-K filed on February 12, 2010, on February
8, 2010, Mr. Wood sold 8,000,000 shares of WLF common stock owned by him to
Jumbo Glory, at a price of $0.25 per share pursuant to the Stock Purchase
Agreement (the "Initial Sale").
Pursuant
to the Stock Purchase Agreement, Mr. Wood was obligated, within 90 days of the
closing date of the Initial Sale, to sell an additional 8,000,000 WLG Shares
owned by him to Jumbo Glory at a price of $0.25 per share , if requested to do
so by Jumbo Glory (the "Second Sale").
Under
terms of the Amendment, the per share price and number of WLG Shares to be sold
in the Second Sale were changed from what was set forth in the Agreement to
(1) specify a revised per share price of $0.129, and (2) to decrease the number
of shares that Mr. Wood was obligated to sell to Jumbo Glory from 8,000,000 WLG
Shares to 7,748,848 WLG Shares. With the completion of the Second,
Sale, Jumbo Glory has acquired 51% of WLG’s common stock and now holds a
controlling interest in the Company.
Jumbo
Glory obtained from private investors the funds to purchase the WLG
Shares. Pursuant to an understanding between Jumbo Glory and Mr.
Wood, Jumbo Glory shall have the right to appoint three persons and Mr. Wood
shall have the right to appoint two persons, respectively, to WLG’s 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: May
14, 2010
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By:
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/s/
Andrew Jillings
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Andrew
Jillings
Chief
Executive Officer
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