STOY / Spiral Toys Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Spiral Toys Inc.
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DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1520108
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Spiral Toys Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
November 2, 2016 8-K

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): October 31, 2016 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

October 26, 2016 DEF 14C

Spiral Toys 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (Amendment No. ) (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only [X] Definitive Information Statement

October 11, 2016 PRE 14C

Spiral Toys 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (Amendment No. ) (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only [ ] Definitive Information Statement

August 15, 2016 10-Q

Spiral Toys (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 Commission File Number: 0-55614 SPIRAL TOYS INC. (Exact name of Registrant as specified in its charter) Nevada 27-3388068 (State or other jurisdiction of incorporation or organization)

August 15, 2016 10-Q

Spiral Toys (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 Commission File Number: 0-55614 SPIRAL TOYS INC. (Exact name of Registrant as specified in its charter) Nevada 27-3388068 (State or other jurisdiction of incorporation or organization)

August 3, 2016 EX-4

12% CONVERTIBLE PROMISSORY NOTE MATURITY DATE OF MAY 1,2017 *THE “MATURITY DATE” $70,000 AUGUST 1, 2016 *THE “ISSUANCE DATE”

NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE ?SECURITIES?) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

August 3, 2016 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, 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 1, 2016 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 0-55614 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpora

June 27, 2016 CORRESP

Spiral Toys ESP

SPIRAL TOYS INC. 30077 Agoura Court, Suite 230 Agoura Hills, CA 91301 844-681-7627 June 27, 2016 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director John Stickel Melissa Gilmore Doug Jones Re: Spiral Toys, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 8, 2016 F

June 9, 2016 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June 9, 2016 Registration Number 333-211199 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 9, 2016 CORRESP

Spiral Toys ESP

ROBERT BRANTL, ESQ. 52 Mulligan Lane Irvington, NY 10533 914-693-3026 June 9, 2016 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director John Stickel Melissa Gilmore Doug Jones Re: Spiral Toys, Inc. Registration Statement on Form S-1 Filed May 6, 2016 File No. 333

May 13, 2016 10-Q

Spiral Toys (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 Commission File Number: 333-178738 SPIRAL TOYS INC. (Exact name of Registrant as specified in its charter) Nevada 27-3388068 (State or other jurisdiction of incorporation or organizat

May 6, 2016 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on May 6, 2016 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 6, 2016 EX-10.5

SPIRAL TOYS INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN (Approved and adopted by the Board of Directors on September 28, 2015.)

SPIRAL TOYS INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN (Approved and adopted by the Board of Directors on September 28, 2015.) Purpose; Definitions. The purposes of the Spiral Toys Inc. Amended and Restated 2015 Equity Incentive Plan (the “Plan”) are to enable Spiral Toys Inc. (the “Company”) and its affiliated companies to recruit and retain highly qualified personnel, to provide those

May 6, 2016 EX-21

SPIRAL TOYS INC.

SPIRAL TOYS INC. Subsidiaries Name of subsidiary Jurisdiction of Incorporation Name Under Which Business Is Done Spiral Toys LLC California Spiral Toys LLC Spiral Toys LTD British Columbia, Canada Spiral Toys LTD Spiral Toys Hong Kong Ltd. Hong Kong Spiral Toys Hong Kong Ltd.

May 6, 2016 EX-10.4

SPIRAL TOYS INC. July 17, 2015

SPIRAL TOYS INC. July 17, 2015 VIA ELECTRONIC MAIL Mr. Akio Ariura P.O. Box 2838 Mission Viejo, CA 92690 Dear Akio: Please accept this letter as an offer of employment with Spiral Toys Inc. (the “Company”). This offer is conditioned upon your execution of confidentiality agreement and approval by the Company’s Board of Directors (the “Board”). The terms the Company is offering are as follows: Posi

April 22, 2016 8-A12G

Spiral Toys 2G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SPIRAL TOYS INC.

April 14, 2016 EX-10.A

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April 11, 2016, between Spiral Toys, Inc.

April 14, 2016 EX-4

10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE April 12, 2017

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

April 14, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): April 11, 2016 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

April 14, 2016 EX-10.B

REGISTRATION RIGHTS AGREEMENT

EX-10.B 4 ex10-b.htm REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2016, between Spiral Toys, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchas

April 7, 2016 EX-3.A

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

EX-3.A 2 ex-3a.htm BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Spiral Toys Inc. 2. The articles have been amended as follows: Article 3 is he

April 7, 2016 EX-3.B

AMENDED AND RESTATED BYLAWS SPIRAL TOYS INC. a Nevada Corporation ARTICLE I

AMENDED AND RESTATED BYLAWS OF SPIRAL TOYS INC. a Nevada Corporation ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the

April 7, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): April 4, 2016 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpo

March 30, 2016 EX-21.1

Date of incorporation or formation (date of acquisition, if applicable)

Exhibit 21.1 Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest Spiral Toys LLC. State of California July 11, 2011 (July 1, 2014) 100 % Lexi-Luu Designs Inc. (discontinued 7/1/2014) The State of Nevada September 3, 2010 (September 15, 2010) 80 % Spiral T

March 30, 2016 EX-10.8

ROCAP MARKETING, INC. Conditional Stock Grant Agreement

Exhibit 10.8 ROCAP MARKETING, INC. Conditional Stock Grant Agreement Date of Grant: August 11, 2014 Parties: ?Rocap? Rocap Marketing, Inc., a Nevada corporation 3283 Windmist Ave., Thousand Oaks, CA 91362 U.S.A. ?Meyers? Mark Meyers 3283 Windmist Ave., Thousand Oaks, CA 91362 U.S.A. Premises: A. The Share Exchange Agreement dated May 27, 2014 among Rocap, Meyers and Spiral, LLC provides that Rocap

March 30, 2016 10-K

Spiral Toys (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number: 333-178738 SPIRAL TOYS, INC. (Exa

February 29, 2016 SC 13G

STOY / Spiral Toys Inc. / Meyers Shannon Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT §240.13d-2 (Amendment No.) SPIRAL TOYS INC. - (Name of Issuer) COMMON STOCK, $.001 PAR VALUE - (Title of Class of Securities) 84857J106 - (CUSIP Number) NOVEMBER 2, 2015 - (Date of Event Whic

January 28, 2016 EX-10.3

SPIRAL TOYS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

January 28, 2016 EX-10.2

Spiral Toys, Inc. 8% Original Issue Discount Promissory Note (the “Note”)

EXHIBIT 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

January 28, 2016 EX-10.1

SECURITIES PURCHASE AGREEMENT

EX-10.1 2 ex10-1.htm SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2016, is entered into by and between Spiral toys, Inc., a Nevada corporation, (the “Company”), and (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules a

January 28, 2016 8-K

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

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): January 22, 2016 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction of Incorporation) (Commissi

January 11, 2016 EX-16.1

January 7, 2016

EX-16.1 2 ex16-1.htm Exhibit 16.1 January 7, 2016 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549 – 7561 Ladies and Gentlemen: Re: Spiral Toys, Inc. Commission File No. 333-178738 We have read the statements of Spiral Toys, Inc. pertaining to our firm included in Item 4.01 of the Form 8-K dated January 7, 2016 and are in agreement with the statements contained in that do

January 11, 2016 8-K

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): January 4, 2016 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 13, 2015 EX-10.1

Footnotes

SUBSCRIPTION AGREEMENT To: Spiral Toys, Inc. 2945 Townsgate Road Suite 200 Westlake Village, CA 91361 Gentlemen: 1. Subscription. The undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably agrees to purchase from Spiral Toys, Inc., (the ?Company?), the number of shares of common stock par value $0.001 per share (?Common Stock?) set forth on the signature page (the ?Shares

November 13, 2015 10-Q

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

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 12, 2015 EX-99.1

Spiral Toys Reports Third Quarter 2015 Results

STOY Q3-15 Earnings Release 11-11-15 Draft C (7230123-2).DOCX

November 12, 2015 8-K

Spiral Toys FORM 8-K (Current Report/Significant Event)

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 17, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, 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): September 17, 2015 (September 11, 2015) SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction of Incorporat

August 13, 2015 EX-99.1

Spiral Toys Reports Second Quarter 2015 Results Commercial Product Sales Commenced with the Launch of CloudPets and Marked Completion of Spiral Toy?s Development Stage

Converted by EDGARwiz IMMEDIATE RELEASE Spiral Toys Reports Second Quarter 2015 Results Commercial Product Sales Commenced with the Launch of CloudPets and Marked Completion of Spiral Toy’s Development Stage LOS ANGELES, CA – August 14, 2015 – Spiral Toys (OTCQB: STOY), a leading provider of mobile-connected, wireless entertainment technology, reported results for the second quarter ended June 30, 2015.

August 13, 2015 10-Q

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

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 24, 2015 EX-99.1

Spiral Toys Appoints Akio Ariura as Chief Financial Officer

Converted by EDGARwiz FOR IMMEDIATE RELEASE Spiral Toys Appoints Akio Ariura as Chief Financial Officer LOS ANGELES, CA ? July 23, 2015 ? Spiral Toys (OTCQB: STOY), a leading provider of mobile-connected wireless entertainment products, has appointed Akio Ariura as chief financial officer.

July 24, 2015 8-K

Spiral Toys FORM 8-K (Current Report/Significant Event)

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 25, 2015 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 25, 2015 SPIRAL TOYS INC. (E

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 25, 2015 EX-99.1

Spiral Toys Corporate Presentation

Spiral Toys Corporate Presentation

May 20, 2015 10-Q

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

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 20, 2015 EX-10.1

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT To: Spiral Toys, Inc. 29130 Medea Lane Apt 1207 Agoura Hills, CA 91301 Gentlemen: 1. Subscription. The undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably agrees to purchase from Spiral Toys, Inc., (the ?Company?), the number of shares, set forth on the Signature Page at the end of this subscription Agreement (the ?Agreement?) at a purchase price

May 15, 2015 NT 10-Q

Spiral Toys NT 10-Q

UNITED STATES UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

April 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 [ ] TRANSITION REPORT PURSUANT TO

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 30, 2015 NT 10-K

Spiral Toys NT 10-K

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

January 28, 2015 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES 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): May 27, 2014 ROCAP MARKETING, INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (

January 23, 2015 EX-10

Articles of Merger (PURSUANT TO NRS 92A.200) Page 1

DEAN HELLER Secretary of State 204 North Carson Street Carson City, Nevada 89701-4201 (775) 684 5708 Articles of Merger (PURSUANT TO NRS 92A.

January 23, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES 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 22, 2015 SPIRAL TOYS INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. Em

December 31, 2014 8-K

Unregistered Sales of Equity Securities

UNITED STATES 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): November 21, 2014 ROCAP MARKETING, INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R

December 5, 2014 10-Q

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 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 Commission File Number: 333-178738 ROCAP MARKETING, INC. (Exact name of Registrant as specified in its charter) Nevada 27-3388068 (State or other jurisdiction of incorporation or

November 14, 2014 NT 10-Q

STOY / Spiral Toys Inc. NT 10-Q - - NT 10-Q

UNITED STATES UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

September 2, 2014 8-K

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

UNITED STATES 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): September 2, 2014 ROCAP MARKETING, INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R

August 25, 2014 8-K

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

UNITED STATES 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 15, 2014 ROCAP MARKETING, INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S

August 18, 2014 10-Q

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

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 14, 2014 NT 10-Q

STOY / Spiral Toys Inc. NT 10-Q - - NT 10-Q

UNITED STATES UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

July 18, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES 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): July 1, 2014 ROCAP MARKETING, INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. E

July 18, 2014 EX-10

SHARE EXCHANGE AGREEMENT

STOCK PURCHASE AGREEMENT SHARE EXCHANGE AGREEMENT AMENDMENT This AMENDMENT, dated this 30th day of June, 2014, shall replace the AMENDMENT dated June 19th, 2014.

July 18, 2014 EX-10

SHARE EXCHANGE AGREEMENT

STOCK PURCHASE AGREEMENT SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (“Agreement”) is made and entered into this 27th day of May, 2014 between Rocap Marketing, Inc.

July 18, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES 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): May 27, 2014 ROCAP MARKETING, INC. (Exact name of registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or Other Jurisdiction (Commission (I.R.S. E

May 13, 2014 10-Q

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 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 Commission File Number: 333-178738 ROCAP MARKETING INC. (Exact name of Registrant as specified in its charter) Nevada 27-3388068 (State or other jurisdiction of incorporation or organ

April 14, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2013 [X] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2013 or [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number: 333-178738 ROCAP MARKETING INC. (

March 31, 2014 NT 10-K

- NT 10-K

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 28, 2014 EX-99.1

January 27, 2014

Rocap Marketing January 27, 2014 Rocap Marketing, Inc. 7211 East Southern Ave., Suite 1065 Mesa AZ 85209 Resignation I hereby resign all my positions, including as CEO and Director of Rocap Marketing, Inc., effective on the above date. I am resigning to pursue personal interests and had no disagreement with Management of the Company or with its Board of Directors. Peter Henricsson

January 28, 2014 8-K

Current Report

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 and Exchange Act of 1934 (Date of earliest event reported): January 27, 2014 ROCAP, INC. (Exact name of Registrant as specified in its charter) Nevada 333-178738 27-3388068 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Empl

November 14, 2013 10-Q

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

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 22, 2013 EX-31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

Converted by EDGARwiz Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14 I, Gordon C. McDougall, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Rocap Marketing Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of

August 22, 2013 424B3

Rocap Marketing Inc. Prospectus Supplement No. 1 (to Prospectus dated July 22, 2013) This Prospectus Supplement No. 1 dated August 22, 2013, contains information that supplements and updates our prospectus dated July 22, 2013. Since it contains only

Converted by EDGARwiz Rocap Marketing Inc. Prospectus Supplement No. 1 (to Prospectus dated July 22, 2013) This Prospectus Supplement No. 1 dated August 22, 2013, contains information that supplements and updates our prospectus dated July 22, 2013. Since it contains only the most recent developments, this supplement should be read in conjunction with such prospectus. This prospectus relates to the

August 22, 2013 10-Q

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

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 22, 2013 EX-32.01

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Converted by EDGARwiz Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Rocap Marketing Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Henricsson, Chief Ex

August 22, 2013 EX-31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

Converted by EDGARwiz Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 I, Peter Henricsson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Rocap Marketing Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

August 21, 2013 424B3

PROSPECTUS Dated July 22, 2013 ROCAP MARKETING INC. 2,875,667 SHARES OF COMMON STOCK

Filed pursuant to Rule 424(b)(3) Registration No. 333-178738 A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy n

July 18, 2013 CORRESP

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ROCAP MARKETING INC. July 17, 2013 John Reynolds Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 RE: ROCAP MARKETING INC. Registration Statement on Form S-1 File No. 333-178738 Acceleration Request Requested Date: July 22, 2013 - 4:00 PM EDT Dear Mr. Reynolds: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rocap Marketing

July 3, 2013 EX-16.1

July 2, 2013

Exhibit 16.1 Auditors Letter Exhibit 16.1 July 2, 2013 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549-7561 Re: Rocap Marketing Inc. Commissioners: We have read the “CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE” Section of the Amendment No. 7 to the Registration Statement on Form S-1 dated July 2, 2013, of Rocap Marketing Inc.

July 3, 2013 S-1/A

- FORM S-1/A7 AMENDED REGISTRATION STATEMENT

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCAP MARKETING INC. (Exact name of registrant as specified in its charter) Nevada 2300 27-3388068 (State of Incorporation) (Primary Standard Classification (I.R.S. Employer ID No.) 7211 East Southern Ave., Suite 106 Mesa, Arizona, 85209 (213) 400-0770 (Addr

July 2, 2013 CORRESP

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SEC Response ROCAP MARKETING INC. M E M O R A N D U M TO: John Reynolds Securities and Exchange Commission Division of Corporation Finance Washington DC 20549 FROM: Peter Henricsson, Chief Executive Officer and Director Rocap Marketing, Inc. DATE: June 25, 2013 RE: Re: Rocap Marketing Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed February 28, 2013 File No. 333-178738 We submit t

February 28, 2013 S-1/A

- FORM S-1/A6 AMENDED REGISTRATION STATEMENT

FORM S-1/A6 Amended Registration Statement SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 27, 2013 CORRESP

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SEC Response ROCAP MARKETING INC. M E M O R A N D U M TO: John Reynolds Securities and Exchange Commission Division of Corporation Finance Washington DC 20549 FROM: Peter Henricsson, Chief Executive Officer and Director Rocap Marketing, Inc. DATE: February 27, 2013 RE: Re: Rocap Marketing Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed February 11, 2013 File No. 333-178738 We subm

February 11, 2013 S-1/A

- FORM S-1/A5 AMENDED REGISTRATION STATEMENT

FORM S-1/A5 Amended Registration Statement As filed with the Securities and Exchange Commission on February 8, 2013 Registration No.

February 8, 2013 CORRESP

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SEC Response ROCAP MARKETING INC. M E M O R A N D U M TO: John Reynolds Securities and Exchange Commission Division of Corporation Finance Washington DC 20549 FROM: Peter Henricsson, Chief Executive Officer and Director Rocap Marketing, Inc. DATE: February 7, 2013 RE: Re: Rocap Marketing Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed January 11, 2013 File No. 333-178738 We submit

January 11, 2013 S-1/A

- FORM S-1/A4 AMENDED REGISTRATION STATEMENT

FORM S-1/A4 Amended Registration Statement As filed with the Securities and Exchange Commission on December , 2012 Registration No.

January 11, 2013 CORRESP

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S1A4 SEC Response Rocap Marketing, Inc. 7141 East Main Street Mesa, Arizona 85207 December 20, 2012 United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: John Reynolds, Assistant Director Brian McAllister John Archfield Ronald E. Alper Re: Rocap Marketing, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed October 22, 2012 File No

October 22, 2012 S-1/A

- FORM S-1/A3 AMENDED REGISTRATION STATEMENT

FORM S-1/A3 Amended Registration Statement SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 22, 2012 CORRESP

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SEC Response ROCAP MARKETING INC. M E M O R A N D U M TO: John Reynolds Securities and Exchange Commission Division of Corporation Finance Washington DC 20549 FROM: Peter Henricsson, Chief Executive Officer and Director Rocap Marketing, Inc. DATE: October 10, 2012 RE: Re: Rocap Marketing Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 16, 2012 File No. 333-178738 We submit th

July 16, 2012 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 Power of Attorney Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gordon C. McDougall, as him true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in him name, place and stead, in any and all capacities, to sign any or all amendments (includi

July 16, 2012 EX-10.7

MANAGEMENT AGREEMENT SECOND AMENDMENT

EX-10.7 3 s1a2ex10z7.htm EXHIBIT 10.7 MANAGEMENT AGREEMENT AMMENDED Exhibit 10.7 MANAGEMENT AGREEMENT SECOND AMENDMENT THIS AGREEMENT made as of this 25th day of April, 2012 BETWEEN: ROCAP MARKETING INC., a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, Nevada, 89146 (hereinafter called the “Company”) AND: TEZI AD

July 16, 2012 EX-10.6

SECOND AMENDMENT

Exhibit 10.6 Management Agreement Ammended Exhibit 10.6 MANAGEMENT AGREEMENT SECOND AMENDMENT THIS AGREEMENT made as of this 25th day of April, 2012 BETWEEN: ROCAP MARKETING INC., a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, Nevada, 89146 (hereinafter called the “Company”) AND: PETER HENRICSSON, of 2533 Killar

July 16, 2012 S-1/A

- S-1A2 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on July 13, 2012 Registration No.

July 13, 2012 CORRESP

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July 11, 2012 Memorandum July 11, 2012 Rocap Marketing Inc. Page 1 of 6 Memorandum ROCAP MARKETING INC. M E M O R A N D U M TO: John Reynolds Securities and Exchange Commission Division of Corporation Finance Washington DC 20549 FROM: Peter Henricsson, Chief Executive Officer and Director Rocap Marketing, Inc. DATE: July 11, 2012 RE: Rocap Marketing, Inc. Registration Statement on Form S-1 File No

February 28, 2012 EX-10.2

MANAGEMENT AGREEMENT

Exhibit 10.2 Henricsson Management Agreement Exhibit 10.2 MANAGEMENT AGREEMENT THIS AGREEMENT made as of and to have effect from the 1st day of September, 2010 BETWEEN: ROCAP MARKETING INC. , a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, NV, 89146, USA (hereinafter called the "Company") OF THE FIRST PART AND: P

February 28, 2012 EX-10.3

AMENDMENT AGREEMENT

Exhibit 10.3 AMENDMENT AGREEMENT THIS AGREEMENT made as of and to have effect from the 1st day of September, 2010 BETWEEN: ROCAP MARKETING INC., a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, Nevada, 89146 (hereinafter called the “Company”) AND: PETER HENRICSSON, of 1446 Bramwell Road, West Vancouver, British Co

February 28, 2012 EX-10.5

AMENDMENT AGREEMENT

Exhibit 10.5 Amendment to the Tezi Advisory Agreemen Exhibit 10.5 AMENDMENT AGREEMENT THIS AGREEMENT made as of and to have effect from the 1st day of September, 2010 BETWEEN: ROCAP MARKETING INC., a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, Nevada, 89146 (hereinafter called the “Company”) AND: PETER HENRICSS

February 28, 2012 S-1/A

- FORM S-1/A REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February , 2012 Registration No.

February 28, 2012 EX-10.4

MANAGEMENT AGREEMENT

Exhibit 10.4 Tezi Advisory Agreement Exhibit 10.4 MANAGEMENT AGREEMENT THIS AGREEMENT made as of and to have effect from the 1st day of September, 2010 BETWEEN: ROCAP MARKETING INC. , a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, NV, 89146, USA (hereinafter called the "Company") OF THE FIRST PART AND: Tezi Advi

February 28, 2012 EX-10.1

STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT by and among ROCAP MARKETING INC., a Nevada Corporation, HUBERT J. BLANCHETTE, THE SHAREHOLDER OF LEXI-LUU DESIGNS INC. Effective as of September 15, 2010 Table of Contents

Exhibit 10.1 Lexi Luu Stock Purchase Agreement Exhibit 10.1 STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT by and among ROCAP MARKETING INC., a Nevada Corporation, and HUBERT J. BLANCHETTE, THE SHAREHOLDER OF LEXI-LUU DESIGNS INC. Effective as of September 15, 2010 Table of Contents ARTICLE I 1 REPRESENTATIONS, COVENANTS AND WARRANTIES OF RMI 1 Section 1.1 Organization 1 Section 1.2 Capitalization. 2

February 27, 2012 CORRESP

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SEC Response Letter ROCAP MARKETING INC. M E M O R A N D U M TO: John Reynolds Securities and Exchange Commission Division of Corporation Finance Washington DC 20549 FROM: Peter Henricsson, Chief Executive Officer and Director Rocap Marketing, Inc. DATE: February 27, 2012 RE: Rocap Marketing, Inc. Registration Statement on Form S-1 File No. 333-178738 Filed: December 23, 2011 We submit the followi

December 23, 2011 EX-21.1

LIST OF SUBSIDIARIES

Exhibit 21.1 Subsidiaries of the Registrant Exhibit 21.1 LIST OF SUBSIDIARIES Lexi-Luu Designs Inc.

December 23, 2011 EX-3.2

Rocap Marketing Inc. A Nevada Corporation ARTICLE I

Exhibit 3.2 Bylaws Exhibit 3.2 BYLAWS OF Rocap Marketing Inc. A Nevada Corporation ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorpo

December 23, 2011 CORRESP

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SEC Letter CHACHAS LAW GROUP P.C. Attorneys at Law 2445 Fifth Avenue, Suite 440 San Diego, California 92101 Telephone: (619) 239-2900 Facsimile: (619) 239-2990 December 23, 2011 U.S. Securities and Exchange Commission Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Rocap Marketing Inc. (the “Issuer”) CIK 0001520108 Ladies and Gentlemen: We are filing herewith on behalf of Rocap

December 23, 2011 EX-3.1

Articles of Incorporation

Exhibit 3.1 Articles of Incorporation Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20100664054-38 Filing Date and Time 09/02/2010 10:30 AM Entity Number E0428042010-6 Articles of Incorporation (PURS

December 23, 2011 S-1

Registration Statement - FORM S-1 REGISTRATION STATEMENT

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCAP MARKETING INC. (Exact name of registrant as specified in its charter) Nevada 2300 27-3388068 (State of Incorporation) (Primary Standard Classification (I.R.S. Employer ID No.) 7141 East Main Street Mesa, Arizona, 85207 (213) 400-0770 (Address, including zip code, and tel

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