--- schema_version: "secwatch.filing_event.v1" accession: "0001477932-23-001805" form_type: "8-K" ticker: null cik: "0001670196" company_name: "Universal Gaming Corp" filed_at: "2023-03-28T23:59:59+00:00" generated_at: "2026-06-17T12:55:51.789251+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Deseo Swimwear acquires IP assets and gaming licenses; contributor gets ~91.66% control ## Summary - Acquires IP assets including sublicense of Gaming License No. 8048/JAZ2020-054 from Curacao, URLs beteurosport.com and betswiss.com. - Issues 240M shares at $0.001 par value; immediate issuance of ~135.7M shares to Blue Circle Enterprises (majority-owned by sole officer/director). - Contributor (Blue Circle) and affiliates to hold ~91.66% of fully diluted common stock; other shareholders hold ~7.34%. - Company ceases to be a shell company due to acquisition of material assets with over $21M in R&D expenditures. - Shareholders approved increase in authorized common stock from 200M to 500M shares to facilitate issuance. ## SEC filing metadata - accession: 0001477932-23-001805 - form_type: 8-K - cik: 0001670196 - company_name: Universal Gaming Corp - filed_at: 2023-03-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.06, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1670196/000147793223001805/0001477932-23-001805-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1670196/000147793223001805/dswr_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001477932-23-001805 - JSON: https://secwatch.observer/filing/0001477932-23-001805.json - Plain text: https://secwatch.observer/filing/0001477932-23-001805.txt ## Key facts - Governance Changes Universal Gaming Corp: Company is no longer a shell company as a result of acquisition of assets (effective 2023-03-22). - Change: shell status - Effective: 2023-03-22 source text: As described in Item 1.01 above, effective March 22, 2023, the Company entered into an IP Contribution Agreement which resulted in the acquisition of material assets as of such date. Item 5.06 Change in Shell Company Status The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 2 As a result of the acquisition of the Acquired Assets pursuant to the IP Contribution Agreement, the Company is no longer a “shell company” as that term is defined in Rule 12b-2 of the Securities Exchange Act. evidence_url: https://www.sec.gov/Archives/edgar/data/1670196/000147793223001805/0001477932-23-001805-index.htm - M&A Transactions Universal Gaming Corp completed an acquisition involving Blue Circle Enterprises B.V. (closed 2023-03-22). - Action: acquisition - Counterparty: Blue Circle Enterprises B.V. - Closing: 2023-03-22 source text: As described in Item 1.01 above, effective March 22, 2023, the Company entered into an IP Contribution Agreement which resulted in the acquisition of material assets as of such date. evidence_url: https://www.sec.gov/Archives/edgar/data/1670196/000147793223001805/0001477932-23-001805-index.htm - Material Agreements Universal Gaming Corp entered into IP Asset Contribution Agreement with Blue Circle Enterprises B.V. valued at Issuance of 240,000,000 shares of common stock valued at $0.001, with immediate issuance of approxim (effective 2023-03-24). - Action: entry - Agreement: asset purchase - Counterparty: Blue Circle Enterprises B.V. - Value: Issuance of 240,000,000 shares of common stock valued at $0.001, with immediate issuance of approxim - Effective: 2023-03-24 source text: On March 24, 2023, The Company entered into an IP Asset Contribution Agreement (“IP Contribution Agreement”) with Blue Circle Enterprises B.V., a private limited liability company (the “Contributor”), to effect the acquisition of certain of the Contributor’s intellectual property assets, including patents pending, patents in preparation, proprietary technology, development plans, and contractual rights (the “Acquired Technology”). evidence_url: https://www.sec.gov/Archives/edgar/data/1670196/000147793223001805/0001477932-23-001805-index.htm - Shareholder Votes Universal Gaming Corp shareholders approved approving the filing of a Certificate of Amendment to its Amended Articles of Incorporation to increase the authorized shares of common stock from 200,000,000 to 500,000,000 at the 2023-03-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-03-24 source text: On March 24, 2023, the Company obtained written consent by the holder of the majority of the voting power of the Company's capital stock approving the filing of a Certificate of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Nevada to increase the authorized shares of common stock from 200,000,000 to 500,000,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1670196/000147793223001805/0001477932-23-001805-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.