GBPT / Globe Photos Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

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): March 19, 2020 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of Incorporation) (Commission File

ICNZ / Globe Photos, Inc. RW - - REQUEST FOR WITHDRAWAL

RW 1 globephotorw.htm REQUEST FOR WITHDRAWAL GLOBE PHOTOS, INC. 6445 South Tenaya Way, B-130 Las Vegas, Nevada 89113 February 7, 2020 VIA EDGAR Division of Corporation Finance Office of Telecommunications Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Scott Anderegg Lilyanna Peyser Re: Globe Photos, Inc. Request for Withdrawal of Registration Statement on Form S

Secured Convertible Promissory Note Forbearance Agreement, dated January 29, 2020.

Exhibit 10.1 SECURED CONVERTIBLE PROMISSORY NOTE FORBEARANCE AGREEMENT THIS SECURED CONVERTIBLE PROMISSORY NOTE FORBEARANCE AGREEMENT (the “Agreement”), dated as of January 29, 2020, is made by and among Globe Photos, Inc.., a Delaware corporation (the “Company”), and Falcon Capital Partners Limited, as the authorized Collateral Agent (“Agent”) for holders (each a “Noteholder” and collectively, th

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): January 29, 2020 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 7, 2020

EX-99.1 3 globe8k-ex9901.htm LETTER TO SHAREHOLDERS Exhibit 99.1 February 7, 2020 Dear Fellow Shareholders: I’m glad to finally be able to communicate directly with you via this letter and provide an update regarding our progress in 2019 and outlook for the New Year. As I expect most of you are aware, we have been pursuing an underwritten public securities offering on Form S-1 with the SEC, and we

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 3, 2020 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 globephoto8k.htm FORM 8-K 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): December 31, 2019 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 [] 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: 000-5537

ICNZ / Globe Photos, Inc. S-1/A - - FORM S-1 AMENDMENT NO. 4

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 20, 2019 Registration No. 333-229658 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Globe Photos, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 5990 27-0746744 (State or Other Jurisdic

Globe Photos Appoints Max Scheder-Bieschin as Chief Financial Officer

EX-99.1 3 globeex9901.htm PRESS RELEASE Exhibit 99.1 Globe Photos Appoints Max Scheder-Bieschin as Chief Financial Officer LAS VEGAS, NV – August 15, 2019 – Globe Photos, Inc. (OTCQB: GBPT), a leader in licensed sports photographic prints and iconic pop culture imagery, has appointed Max Scheder-Bieschin as chief financial officer. Scheder-Bieschin succeeds Shamar Tobias, who has been serving as i

Executive Employment Agreement, dated as of August 14, 2019, by and between Globe Photos, Inc. and Max Scheder-Bieschin.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), made and entered into this 14th day of August, 2019 (the “Effective Date”), by and between Globe Photos, Inc., a Delaware corporation (“Company”), and Max Scheder-Bieschin (“Executive”). WHEREAS, Company wishes to employ Executive as its Chief Financial Officer; WHEREAS, Company currently retains Executive’s s

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 14, 2019 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Note and Warrant Purchase Agreement

Exhibit 10.1 GLOBE PHOTOS, INC. NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (this “Agreement”), dated as of , 2019, is entered into by and among Globe Photos, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”). RECITALS A

Form of Warrant

Exhibit 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATI

Form of Extension Warrant

Exhibit 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATI

Form of Secured Convertible Note

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED CONVERTIBLE PROMISSORY NOTE US $ Las Vegas, Nevada

ICNZ / Globe Photos, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 globe10q-063019.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 [] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 globe8k.htm FORM 8-K 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): June 24, 2019 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of Incorp

Certificate of Amendment, dated June 3, 2019

EX-3.8 2 globeex0308.htm CERTIFICATE OF AMENDMENT Exhibit 3.8 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “GLOBE PHOTOS, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF JUNE, A.D. 2019, AT 12:04 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN F

ICNZ / Globe Photos, Inc. S-1/A - - FORM S-1 AMENDMENT 3

S-1/A 1 globes1a3.htm FORM S-1 AMENDMENT 3 Table of Contents As filed with the U.S. Securities and Exchange Commission on June 7, 2019 Registration No. 333-229658 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Globe Photos, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware

ICNZ / Globe Photos, Inc. S-1/A

S-1/A 1 globes1a2.htm Table of Contents As filed with the U.S. Securities and Exchange Commission on May 17, 2019 Registration No. 333-229658 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Globe Photos, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 5990 27-0746744 (Stat

ICNZ / Globe Photos, Inc. 10-Q Quarterly Report FORM 10-Q

10-Q 1 globe10q-033119.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 [] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commiss

ICNZ / Globe Photos, Inc. S-1/A FORM S-1 AMENDMENT

Table of Contents As filed with the U.S. Securities and Exchange Commission on April 30, 2019 Registration No. 333-229658 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Globe Photos, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 5990 27-0746744 (State or Other Jurisdict

Executive Employment Agreement, dated April 29, 2019, by and between Evan Bedell and the Company

EX-10.1 2 globephotos8k-ex1001.htm EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), made and entered into this 29th day of April, 2019 (the “Effective Date”), by and between Globe Photos, Inc., a Delaware corporation (“Company”), and Evan Bedell (“Executive”). WHEREAS, Company wishes to employ Executive as its Chief Financial O

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 globephotos8k.htm FORM 8-K 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): April 29, 2019 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of

Globe Photos Appoints Seasoned Financial Executive, Evan Bedell, as Chief Financial Officer

EX-99.1 3 globephotos8k-ex9901.htm PRESS RELEASE Exhibit 99.1 Globe Photos Appoints Seasoned Financial Executive, Evan Bedell, as Chief Financial Officer LAS VEGAS, NV – April 30, 2019 – Globe Photos, Inc. (OTCQB: GBPT), a leader in licensed sports photographic prints and iconic pop culture imagery, has appointed Evan Bedell as chief financial officer. Bedell succeeds Shamar Tobias, who will conti

ICNZ / Globe Photos, Inc. FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55370 Globe Photos, Inc.

ICNZ / Globe Photos, Inc. NOTICE OF LATE FILING

NT 10-K 1 globeext.htm NOTICE OF LATE FILING U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR For Period Ended: December 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 10, 2019 GLOBE PHOTOS, INC. (Exact name of Registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or Other Jurisdiction of Incorporation) (Commission File

Globe Photos Appoints Senior Global Executive, Barbara D’Amato, to Board of Directors

EX-99.1 2 globephotosex9901.htm PRESS RELEASE Exhibit 99.1 Globe Photos Appoints Senior Global Executive, Barbara D’Amato, to Board of Directors LAS VEGAS, NV – March 14, 2019 – Globe Photos, Inc. (OTCQB: GBPT), a leader in licensed sports photographic prints and iconic pop culture imagery, has appointed Barbara D’Amato to its board of directors. Following her appointment, the board will be compri

2018 Incentive Plan and related form agreements

Exhibit 10.5 Capital Art, Inc. (the “Company”) 2018 INCENTIVE PLAN Section 1. PURPOSE The purpose of the Capital Art, Inc. 2018 Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to a

ICNZ / Globe Photos, Inc. FORM S-1 REGISTRATION STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Globe Photos, Inc.

Consulting Agreement, dated October 24, 2018, by and between SLT Holding, LLC and the Company

Exhibit 10.6 CONSULTING AGREEMENT October 24, 2018 Stuart Scheinman Globe Photos, Inc. 6445 South Tenaya Dr. Suite B-130 Las Vegas, Nevada 89113 Dear Mr. Scheinman: This will confirm our understanding of the arrangements made with you covering the consulting services SLT Holding, LLC (the "Firm") will perform for Globe Photos, Inc (the "Company"), during the period from October 1, 2018 through Sep

List of subsidiaries

EX-21.1 4 globephotosex2101.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Listed below are all subsidiaries of Globe Photos, Inc., with their jurisdictions of organization shown in parentheses. Capital Art LLC (Delaware) Photo File, LLC (Nevada) Globe Photos LLC (Nevada)

Globe Photos Appoints Luisa Ingargiola to Board of Directors

EX-99.2 3 ex992.htm Globe Photos Appoints Luisa Ingargiola to Board of Directors LAS VEGAS, NV – January 2, 2019 – Globe Photos, Inc. (OTCQB: GBPT), a leader in licensed sports photography and iconic pop culture imagery, has appointed Luisa Ingargiola to its board of directors. Following her appointment, the board will be comprised of seven members, with four serving independently. Ingargiola’s ex

Globe Photos Appoints George Smith, Entertainment Industry Veteran, to Board of Directors

EX-99.1 2 ex991.htm Globe Photos Appoints George Smith, Entertainment Industry Veteran, to Board of Directors LAS VEGAS, NV – January 2, 2019 – Globe Photos, Inc. (OTCQB: GBPT), a leader in licensed sports photography and iconic pop culture imagery, has appointed George Smith to its board of directors. Following his appointment, the board will be comprised of six members, with three serving indepe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): December 27, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): November 15, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Press Release, dated November 6, 2018

UPDATE - Globe Photos Makes Senior Leadership Appointments for Interim CFO and Chief Legal Officer LAS VEGAS, Nov.

Consulting Agreement, dated November 15, 2018, by and between Scott C. Black and the Company

CONSULTING AGREEMENT November 15, 2018 Stuart Scheinman Globe Photos, Inc. 6445 South Tenaya Dr. Suite B-130 Las Vegas, Nevada 89113 Dear Mr. Scheinman: This will confirm our understanding of the arrangements made with Globe Photos, Inc. covering the consulting services Scott C. Black will perform for Globe Photos, Inc (the "Company"), beginning November 15, 2018. Mr. Black will serve as Chief Leg

Consulting Agreement, dated November 15, 2018, by and between TD Ventures, LLC and the Company

CONSULTING AGREEMENT November 15, 2018 Stuart Scheinman Globe Photos, Inc. 6445 South Tenaya Dr. Suite B-130 Las Vegas, Nevada 89113 Dear Mr. Scheinman: This will confirm our understanding of the arrangements made with Globe Photos, Inc. covering the consulting services TD Ventures, LLC ("TDV") will perform for Globe Photos, Inc (the "Company"), beginning November 15, 2018. Daniel (Tucker) Diedwar

Press Release, dated November 20, 2018

EX-10.4 5 ex104.htm Globe Photos Appoints Entertainment Industry Veteran, Jerry Nadal, to Board of Directors LAS VEGAS, Nov. 20, 2018 (GLOBE NEWSWIRE) - Globe Photos, Inc. (OTCQB: GBPT), a leader in iconic pop culture imagery and licensed sports photography, has appointed entertainment industry veteran, Jerry Nadal, to its board of directors as an independent board member. Following his appointmen

ICNZ / Globe Photos, Inc. 10-Q (Quarterly Report)

10-Q 1 mainbody.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Glo

Globe Photos Appoints Mark Lanier to Board of Directors and Audit Committee Chair

EX-99.1 2 ex991.htm Globe Photos Appoints Mark Lanier to Board of Directors and Audit Committee Chair LAS VEGAS, Nov. 01, 2018 (GLOBE NEWSWIRE) - Globe Photos, Inc. (OTCQB: GBPT), a leader in iconic pop culture imagery and sale of licensed sports photography, has appointed Mark Lanier as an independent director to its board of directors and as chair of its audit committee. Following his appointmen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 mainbody.htm 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): November 1, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commissio

Globe Photos Makes Senior Leadership Appointments for Interim CFO and Chief Legal Officer

EX-99.2 4 ex992.htm Globe Photos Makes Senior Leadership Appointments for Interim CFO and Chief Legal Officer LAS VEGAS, NV – November 6, 2018 – Globe Photos, Inc. (OTCQB: GBPT), a leader in iconic pop culture imagery and sale of licensed sports photography, has appointed Shamar Tobias as the company’s interim chief financial officer. Tobias succeeds Scott C. Black who has been appointed to the ne

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 24, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

Form of Secured Convertible Promissory Note

EX-10.1 2 ex101.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED CONVERTIBLE PROMISSORY NOTE US $ Las Vegas,

Globe Photos Acquires the Assets of Photo File, a Leader in Licensed Sports Photography

Globe Photos Acquires the Assets of Photo File, a Leader in Licensed Sports Photography LAS VEGAS, NV – October 18, 2018 – Globe Photos, Inc.

Financial Statements and Exhibits, Other Events

8-K 1 mainbody.htm 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): October 17, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commissio

GLOBE PHOTOS, INC. (FKA CAPITAL ART, INC.) Pro-forma Combined Balance Sheet Historical June 30, 2018 Pro Forma Adjustments Pro Forma Combined Globe Photos, Inc Photo File, Inc Assets Current Assets Cash $ 25,317 $ 15,154 (b) (15,154 ) $ 25,317 Accoun

GLOBE PHOTOS, INC. (FKA CAPITAL ART, INC.) Pro-forma Combined Balance Sheet (Unaudited) Historical June 30, 2018 Pro Forma Adjustments Pro Forma Combined Globe Photos, Inc Photo File, Inc Assets Current Assets Cash $ 25,317 $ 15,154 (b) (15,154 ) $ 25,317 Accounts receivable, net 29,730 457,211 486,941 Inventory, net 56,500 368,664 425,164 Prepaid expenses 35,582 115,746 (b) (115,746 ) 35,582 Othe

Financial Statements and Exhibits

8-K 1 mainbody2.htm 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): October 11, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commissi

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder of Photo File, Inc.

PHOTO FILE, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS June 30, 2018 December 31, 2017 ASSETS Current assets Cash 15,154 19,527 Accounts and other receivables, net 457,211 518,671 Inventory 368,664 414,500 Prepaid expenses 115,746 150,271 Other

EX-99.2 4 ex992.htm PHOTO FILE, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2018 December 31, 2017 ASSETS Current assets Cash 15,154 19,527 Accounts and other receivables, net 457,211 518,671 Inventory 368,664 414,500 Prepaid expenses 115,746 150,271 Other current assets 183 183 Total current assets 956,958 1,103,152 Fixed assets, net of accumulated depreciation 26,191 32,

Asset Purchase Agreement by and between Photo File, Inc. and the Company, dated October 11, 2018

ASSET PURCHASE AGREEMENT by and between GLOBE PHOTOS, INC. and Photo File, Inc. October 11, 2018 1 ARTICLE I PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES 1 1.1. Acquired Assets 1 1.2. Excluded Assets 2 1.3. Assumed Liabilities 3 1.4. Excluded Liabilities 4 1.5. Payment of Purchase Price 4 1.6. Final Determination of Net Value 5 1.7. Allocation of Purchase Price 5 1.8. Withholding 6 1.

ICNZ / Globe Photos, Inc. 10-Q/A (Quarterly Report)

10-Q/A 1 mainbody2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Numbe

ICNZ / Globe Photos, Inc. 10-Q (Quarterly Report)

10-Q 1 mainbody.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Globe Ph

CAPA / Capital Art, Inc. DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION STATEMENT July 2, 2018 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 ☒ Filed by the registrant ☐ Filed by a party other than the registrant ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitt

Current Report

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): June 25, 2018 Globe Photos, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S.

Certificate of Merger, dated June 6, 2018

State of Delaware Secretary of State Division of Corporations Delivered 01: 10 PM 06/06/2018 FILED 01:10 PM 06/06/2018 SR 20185000121 - File Number 3856268 CERTIFICATE OF MERGER MERGING GLOBE PHOTOS, INC.

CAPA / Capital Art, Inc. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION STATEMENT June , 2018 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 ☒ Filed by the registrant ☐ Filed by a party other than the registrant ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitte

CAPA / Capital Art, Inc. 10-Q (Quarterly Report)

10-Q 1 mainbody.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capital

CAPA / Capital Art, Inc. NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-25911 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

CAPA / Capital Art, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55370 Capital Art, Inc. (Exact name of reg

CAPA / Capital Art, Inc. NT 10-K

NT 10-K 1 mainbody.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-25911 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition

CAPA / Capital Art, Inc. 10-Q (Quarterly Report)

10-Q 1 capa3312017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capi

CAPA / Capital Art, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capital Art, Inc. (Exac

CAPA / Capital Art, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capital Art, Inc. (Exact nam

CAPA / Capital Art, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55370 Capital Art, Inc. (Exact name of r

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 14, 2018 Capital Art, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55370 Capital Art, Inc. (Exact name of reg

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): August 4, 2017 Capital Art, Inc. (Exact name of registrant as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S.

Letter from Eide Bailly LLP to the Securities and Exchange Commission

Exhibit 16.1 August 4, 2017 Securities and Exchange Commission 100 F Street Washington, DC 20549 Ladies and Gentlemen: On August 4, 2017, we resigned as the independent registered public accounting firm for Capital Art, Inc.(the Company). We have read the Company?s disclosure set forth in Item 4.01, ?Changes in Registrant?s Certifying Accountant? of the Company?s Current Report on Form 8-K, and ar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capital Art, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 mainbody.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-55370 Capital Art, Inc. (Exact na

Capital Art EXTENSION

NT 10-K 1 capartext.htm EXTENSION UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: Expires: Estimated average burden hours per response 3235-0058 October 31, 2018 2.50 SEC FILE NUMBER 000-55370 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Pe

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 capart10k-123115.htm FORM 10-K Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

U.S. 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): December 27, 2016 CAPITAL ART, INC. (Exact name of small business issuer as specified in its charter) Delaware 000-55370 27-0746744 (State or other jurisdiction of incorporation) (Commission F

Capital Art NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K/A 1 capart8ka.htm FORM 8-K AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 31, 2016 (April 21, 2015) CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-07467

March 31, 2016

Exhibit 16.1 March 31, 2016 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549-7561 Ladies and Gentlemen: RE: Capital Art, Inc. Commission File 000-55370 We have read the statements of Capital Art, Inc. pertaining to our firm included in Item 4.01 of the Form 8-K/A dated March 31, 2016 (April 21, 2015 date of earliest event) and are in agreement with the statements containe

Changes in Registrant's Certifying Accountant

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): March 24, 2016 (April 21, 2015) CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-0746744 (State or other jurisdiction of incorporation or organizat

Capital Art FORM 10 AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-0746744 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification

Capital Art ESP

Please Reply to Las Vegas Office Writer's email: [email protected] March 24, 2016 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Mara L. Ransom, Assistant Director ? Office of Consumer Products RE: Capital Art, Inc. Amendment No. 3 to Form 10-12G Filed January 19, 2016 File No. 000-55370 Dear Ms. Ransom: Please allow this letter to be considered our

Capital Art ESP

Please Reply to Las Vegas Office Writer's email: [email protected] February 25, 2016 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Mara L. Ransom, Assistant Director ? Office of Consumer Products RE: Capital Art, Inc. Amendment No. 3 to Form 10-12G Filed January 19, 2016 File No. 000-55370 Dear Ms. Ransom: Please allow this letter to be considered

Capital Art ESP

Please Reply to Las Vegas Office Writer's email: [email protected] February 10, 2016 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Daniel Porco RE: Capital Art, Inc. Amendment No. 3 to Form 10-12G Filed January 19, 2016 File No. 000-55370 Dear Mr. Porco: Thank you for your letter of January 27, 2016. Based on my schedule and the need to correspond

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 capitalart10q-033115.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to . Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 capitalart10q-063015.htm FORM10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to . Commission File

ASSET PURCHASE AGREEMENT

Exhibit 10.12 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "APA") is made as of July 22, 2015, by and between Globe Photos, Inc., a New York corporation having its principal place of business at 24 Edmore Lane South, West Islip, NY 11795 ("Seller"), and Capital Art, Inc., a Delaware corporation having its principal place of business at 6445 South Tenaya Way, B-130, Las Vegas, Nevada

Capital Art FORM 10 AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-0746744 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 [_] TRANSI

10-Q/A 1 capitalart10qa1-093015.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITI

Capital Art ESP

January 15, 2016 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Mara L.

Capital Art ESP

CORRESP 1 filename1.htm Please Reply to Las Vegas Office Writer's email: [email protected] December 18, 2015 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Daniel Porco RE: Capital Art, Inc. Form 10-12G Filed February 10, 2015 File No. 000-55370 Dear Mr. Porco: Thank you for your letter of December 16, 2015. As discussed earlier, based on the amount

Capital Art AMENDMENT NO. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-0746744 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification

Capital Art ESP

Please Reply to Las Vegas Office Writer's email: [email protected] November 30, 2015 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Mara L. Ransom, Assistant Director ? Office of Consumer Products RE: Capital Art, Inc. Amendment No. 1 to Form 10-12G Filed October 2, 2015 File No. 000-55370 Dear Ms. Ransom: Please allow this letter to be considered o

Asset Purchase Agreement by and between Globe Photos, Inc. and the Company, dated July 22, 2015

Exhibit 10.12 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "APA") is made as of July 22, 2015, by and between Globe Photos, Inc., a New York corporation having its principal place of business at 24 Edmore Lane South, West Islip, NY 11795 ("Seller"), and Capital Art, Inc., a Delaware corporation having its principal place of business at 6445 South Tenaya Way, B-130, Las Vegas, Nevada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 [_] TRANSITION REPORT PURS

10-Q 1 capitalart10q-093015.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to . Commis

Capital Art ESP

Please Reply to Las Vegas Office Writer's email: [email protected] October 29, 2015 United States Security and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Daniel Proco RE: Capital Art, Inc. Form 10-12G Filed February 10, 2015 File No. 000-55370 Dear Mr. Porco: Thank you for your letter of October 29, 2015. As discussed earlier, based on the amount of work, and current 10Q de

Capital Art ESP

Please Reply to Las Vegas Office Writer's email: [email protected] October 7, 2015 United States Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Attn: Elizabeth C. Walsh RE: Capital Art, Inc. Form 10-12G Filed February 10, 2015 File No. 000-55370 Dear Ms. Walsh: Please allow this letter to be considered our formal response to your questions and comments outlined in your

Capital Art FORM 10 AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-0746744 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification

Capital Art ESP

l a w f o r b u s i n e s s Ann Arbor Chicago Detroit Las Vegas Peoria direct dial: 312.

Deed of Variation, dated as of February 28, 2013, by and among International Imaged Ltd., Birchley Ltd. And the Company

Exhibit 10.08 DATED 28th February 2013 International Images Ltd (1) Birchley Ltd (2) Capital Art Inc (3) Deed of Variation THIS DEED OF VARIATION is made the 28th day of February 2013 BETWEEN INTERNATIONAL IMAGES LTD whose registered office is at 1st Floor, 65 Knightsbridge, London SW1X 7RA (“the Company) of the first part BIRCHLEY LTD whose registered office is at 52 Bluebridge Road, Brookmans Pa

Certificate of Amendment, dated February 11, 2005

EX-3.03 4 capartfrm10-ex0303.htm CERTIFICATE OF AMENDMENT Exhibit 3.03 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION SECURITEYES INTERNATIONAL, INC. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY; FIRST: That a meeting of the Board of Directors of SECURITEYES INTERNATIONAL, INC. resolutions were duly

Certificate of Amendment, dated December 2, 2004

Exhibit 3.02 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BLOG8, INC. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY; FIRST: That a meeting of the Board of Directors of BLOG8, INC. resolutions were duly adopted setting forth proposed amendments of the Certificate of Incorporation of said corporation,

Purchase Agreement, dated as of December 21, 2011, by and among International Imaged Ltd, Birchley Ltd. And the Company

Exhibit 10.07 Dated 21st December 2011 International Images Ltd. and Birchley Ltd. and Capital Art Inc. AGREEMENT THIS AGREEMENT is made the 21st day of December 2011 BETWEEN: INTERNATIONAL IMAGES LTD (hereinafter called the Company) who registered office is 1st Floor, 65 Knightsbridge, London SW1X 7RA of the first part; BIRCHLEY LIMITED (hereinafter called the Debenture Holder) whose registered o

Asset Purchase Agreement by and between Movie Star News LLC and the Company, dated October 8, 2014

Exhibit 10.11 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into on October 8, 2014, between Capital Art, Inc., a Delaware Corporation (the “Buyer”), and Movie Star News LLC, a Nevada Limited Liability Company (the “Seller”), which is owned by Iconz Art, LLC and David Elkouby (the “Owner”). The Seller has agreed to sell and the Buyer has agreed to purchase the Purchased Assets

BYLAWS CAPITAL ART, INC. (a Delaware corporation) ARTICLE I

EX-3.07 8 capartfrm10-ex0307.htm BYLAWS Exhibit 3.07 BYLAWS OF CAPITAL ART, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Trea

Certificate of Amendment, dated December 7, 2009

Exhibit 3.05 State of Delaware Secretary of State Division of Corporations Delivered 04:20 p.m. 12/07/2009 FILED 04:18 PM 12/07/2009 SRV 091075612 - 3856268 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION PETEL INCORPORATED a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY; FIRST: That a meeting of th

Certificate of Amendment, dated April 30, 2007

Exhibit 3.04 DELAWARE The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "MEDIFY SOLUTIONS LIMITED", CHANGING ITS NAME FROM "MEDIFY SOLUTIONS LIMITED" TO "PETEL INCORPORATED", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF APRIL, A.D. 2007, AT 8:57 O'CLOCK A.M. /s/ Harriet

CAPITAL ART, INC. 10% CONVERTIBLE DEBENTURE DUE DECEMBER 31st, 2015

EX-10.10 18 capartfrm10-ex1010.htm FORM OF DEBENTURE Exhibit 10.10 DEBENTURE THIS DEBENTURE HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (“SECURITIES”) HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRAN

PROMISSORY NOTE

Exhibit 10.02 PROMISSORY NOTE $150,000 San Diego, California September 15th, 2009 ADDENDUM September 14th, 2011 Moeller hereby agrees to extend the payable date to September 15th, 2013 IN WITNESS WHEREOF, Moeller has executed and delivered this Note Addendum as of September 14th, 2011. /s/ Sean Goodchild Capital Art, Inc. By: Sean Goodchild Its: CEO ACCEPTED AND AGREED TO: /s/ Klaus Moeller Klaus

ICNZ / Globe Photos, Inc. 10-12G - - FORM 10-12G

10-12G 1 capartfrm10.htm FORM 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CAPITAL ART, INC. (Exact name of registrant as specified in its charter) Delaware 27-0746744 (State or other jurisdiction of incorporation or organization) (IRS Employ

PROMISSORY NOTE

Exhibit 10.03 PROMISSORY NOTE $150,000 San Diego, California September 15th, 2009 ADDENDUM September 14th, 2013 Moeller hereby agrees to extend the payable date to September 15th, 2014 IN WITNESS WHEREOF, Moeller has executed and delivered this Note Addendum as of September 14th, 2013. /s/ Sean Goodchild Capital Art, Inc. By: Sean Goodchild Its: CEO ACCEPTED AND AGREED TO: /s/ Klaus Moeller Klaus

MEMBERSHIP INTEREST PURCHASE AGREEMENT

EX-10.04 12 capartfrm10-ex1004.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 10.04 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (which together with the attached exhibits, are referred to herein as (the "Agreement"), is entered into this 25th day of April 2011, by and between Gleeworks Incorporated, a Delaware corporation (the "Company"), and the Members

Stuart Harris, Executor The Frank Worth Estate 135 First Street Suite 3E Keyport, NJ 07735 (732) 264-6845

EX-10.05 13 capartfrm10-ex1005.htm MEMORANDUM OF UNDERSTANDING Exhibit 10.05 Stuart Harris, Executor The Frank Worth Estate 135 First Street Suite 3E Keyport, NJ 07735 (732) 264-6845 [email protected] October 10, 2011 Memorandum of Understanding To the President and Directors of Capital Art, Inc. As Executor of the Frank Worth Estate I have accepted a settlement of $50,000 (fifty thousand dollars)

Photographic Reproduction and Marketing Rights Agreement, dated November 18, 2011, by and between the Estate of Frank Worth and the Company

Exhibit 10.06 ESTATE OF FRANK WORTH STUART HARRIS 135 FIRST STREET, 3E KEYPORT, NEW JERSEY 07735 732 -264- 6845 [email protected] November 18, 2011 Mr. Sean Goodchild Via email Chief Executive Officer, Capital Art, Inc. 6150 Washington Blvd., Culver City, Ca. 90232 RE: Estate of Frank Worth and Capital Art, Inc. – Exclusive global Photographic Reproduction and Marketing Rights agreement regarding t

SECURITIES PURCHASE AGREEMENT

Exhibit 10.09 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of , , 2012, is entered into by and between CAPITAL ART, INC., a Delaware corporation, with headquarters located at 6150 Washington Blvd, Culver City, CA – 90232 (the "Company"), and (the "Buyer") located at . W I T N E S S E T H: WHEREAS, the Company is conducting a private placement (the “Offering”) of its 1

Certificate of Incorporation

EX-3.01 2 capartfrm10-ex0301.htm CERTIFICATE OF INCORPORATION Exhibit 3.01 DELAWARE The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MEDIFY SOLUTIONS LIMITED” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FI

PROMISSORY NOTE

Exhibit 10.1 PROMISSORY NOTE $150,000 San Diego, California September 15th, 2009 1. Principal; Interest; Due Date. Petel Incorporated, a Delaware corporation (“Petel”) for value received, hereby promises to pay to Klaus Moeller, (“Moeller”), in lawful money of the United States at the address of Moeller set forth below, the principal amount of One Hundred and Fifty Thousand Dollars ($150,000.00).

SUBSIDIARIES OF THE REGISTRANT

EX-21 20 capartfrm10-ex021.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Listed below are all subsidiaries of Capital Art, Inc., with their jurisdictions of organization shown in parentheses. Capital Art, LLC (California)

Certificate of Amendment, dated April 30, 2007

Exhibit 3.06 State of Delaware Secretary of State Division of Corporations Delivered 10:49 AM 04/28/2011 FILED 10:43 AM 04/28/2011 SRV 110465971 - 3856268 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION GLEEWORKS,INC. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY; FIRST: That a meeting of the Boar