Filing Details

Accession Number:
0001144204-11-052845
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2011-09-13 20:52:38
Reporting Period:
2010-04-19
Filing Date:
2011-09-13
Accepted Time:
2011-09-13 20:52:38
Original Submission Date:
2010-08-30
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1464766 Loto Inc. NONE Services-Prepackaged Software (7372) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1480704 Randall Jason Barrs C/o Loto Inc.
25 Adelaide Street East, Suite 502
Toronto A6 M5C 3A1
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2010-04-19 19,300,000 $0.00 19,300,000 No 4 P Indirect Corporation
Common Stock Disposition 2011-09-13 606,296 $0.00 18,693,704 No 4 J Indirect Corporation
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Corporation
No 4 J Indirect Corporation
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Option Acquisiton 2010-04-19 225,000 $0.00 225,000 $1.50
Common Stock Option Acquisiton 2010-04-19 225,000 $0.00 225,000 $1.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
225,000 2011-04-19 2013-04-19 No 4 A Direct
450,000 2012-04-19 2013-04-19 No 4 A Direct
Footnotes
  1. On April 19, 2010, Mhalka Capital Investments Ltd. sold 19,300,000 shares of the common stock of Loto Inc. (the "Company") to 2238646 Ontario Inc. pursuant to a Stock Purchase Agreement in which 2238646 Ontario Inc. agreed to pay the purchase price in the form of a note in the amount of $28,950,000, which shall accrue interest at the rate of prime rate plus 1.5%, and shall be due three years from the date of issuance.
  2. On April 19, 2010, 2238646 Ontario Inc. entered into a Tender And Cancellation Agreement Re Company Private Placements with the Company, pursuant to which 2238646 Ontario has agreed to tender one-half-of-one share for each one share to be sold by the Company certain in private placements, up to a total of 4,000,000 shares of the Company's common stock. As of September 13, 2011, 606,296 of 2238646 Ontario Inc.'s shares of the Company's common stock are to be cancelled.
  3. Jason Randall Barrs, a director of the Company, has been granted options to purchase 450,000 shares of the Company's common stock at a purchase price of $1.50 per share. The options vested on April 19, 2011 and Mr. Barrs may exercise up to 225,000 such options on April 19, 2011 and an additional 225,000 options on April 19, 2012. The right to exercise these options will expire on April 19, 2013.