UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported): December 12, 2014

Date of Report (Date of earliest event reported): August 18, 2014

LOT78, INC.
(Exact name of registrant as specified in its charter)

Nevada	000-54816	26-2940624
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

65 Alfred Road Studio 209 London		W2 5EU
(Address of principal executive offices)		(Zip Code)

LOT78, INC.
(Exact name of registrant as specified in its charter)
Nevada	000-54816	26-2940624
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
65 Alfred Road Studio 209 London W2 5EU
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: 00447801480109
N/A
(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: 00447801480109

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 5.0102. ~~Entry~~ ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August~~ 18December 12, 2014, ~~Lot78,~~Asgherali ~~Inc.,~~Gulamhussein aresigned ~~Nevada~~as ~~corporation~~a ~~(the~~Director ~~“Company”),~~and ~~completed~~Chief ~~the~~Financial ~~sale~~Officer of ~~a total of 44~~Lot78,~~436,686~~ ~~shares of~~Inc. ~~its common stock to two accredited investors in a private placement~~ (the “~~Private Placement”) pursuant to the terms of stock purchase agreements entered into by and between the~~ Company ~~and each investor (the “Purchase Agreements~~”). The ~~sales~~resignation ~~included~~of ~~(i) 23,993,891 shares sold to LIBANK S~~Mr.~~A.L.~~ ~~(Levant~~Gulamhussein ~~Investment~~was ~~Bank)~~not ~~for~~due ~~$424,575 in cash and (ii) 20,442,795 shares sold~~ to ~~Cressida~~a ~~Investments~~disagreement ~~LLC~~with ~~(“Cressida”) as repayment of~~ the ~~full~~Company ~~amount~~relating ~~of an existing non-recourse, interest-free and unsecured loan~~ to the Company’s inoperations, ~~the~~policies ~~principal~~or ~~amount of £213,000~~practices.

~~The foregoing~~Item ~~description of the Purchase Agreements is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, which is filed herewith as Exhibit 10~~8.101. ~~and~~Other ~~incorporated herein by reference~~Events.

~~The Company~~On ~~intends~~December to12, ~~use~~2014, the ~~net~~Company ~~proceeds~~announced ~~from~~that the ~~Private~~Board ~~Placement~~of ~~for~~Directors ~~general~~of ~~corporate~~the ~~purposes.~~Company ~~The~~unanimously ~~offer~~approved ~~and~~the ~~sale~~voluntary deregistration of the ~~shares in~~Company’s ~~the~~common ~~Private~~stock ~~Placement~~under ~~were~~the ~~made~~Securities inExchange ~~reliance~~Act ~~upon~~of an1934, ~~exemption~~as ~~from~~amended ~~registration~~(the ~~requirements~~“Exchange ~~pursuant~~Act”). The Company intends to ~~Section~~file 4(a~~)(2)~~ ~~under~~ certification on Form 15 with the Securities ~~Act~~and Exchange Commission (the “SEC”) terminating the registration of ~~1933,~~the asCompany’s ~~amended,~~common ~~based~~stock ~~upon~~under ~~representations~~Section ~~made~~12(g) byof the ~~investors~~Exchange toAct and suspending the Company’s inSEC reporting obligations under Sections 13(a) and 15(d) the ~~Purchase~~Exchange ~~Agreements~~Act on or about December 23, 2014.

~~Cressida is~~The ~~jointly~~Company ~~owned~~expects bythat ~~Oliver~~the ~~Amhurst,~~deregistration ~~who~~of isits ~~the~~common ~~President,~~stock ~~CEO,~~will ~~Treasurer,~~become ~~Secretary~~effective ~~and~~90 ~~Chairman~~days ofafter the ~~Board~~filing of the ~~Company~~Form ~~and beneficial~~15 ~~owner~~with ofthe ~~72,321,928~~SEC. Upon ~~shares~~the filing of the Form 15 with the SEC, the Company’s ~~common~~obligation ~~stock,~~to ~~and~~file ~~his~~periodic ~~father,~~reports ~~Anthony~~under ~~Amhurst~~the Exchange Act, ~~who~~including ~~also~~Quarterly ~~has~~Reports ~~loaned the~~on ~~Corporation~~Form a10-Q, ~~total~~Annual ofReports ~~£20~~on Form 10-K,~~000.~~ ~~Cressida~~and ~~also~~Current ~~owns~~Reports 90on Form 8-K,~~000~~ ~~shares~~will be suspended. A copy of the ~~Company’s~~press ~~common~~release ~~stock~~is being filed as exhibit 99.1 to this Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated into this Item 3.02 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Stock Purchase Agreement, dated August 18, 2014, by and between Lot78, Inc. and the investor signatory thereto.
99.1	Press Release dated December 12, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LOT78, INC.
Dated: August 22, 2014	By:	/s/ Asgherali Gulamhussein
Dated: December 12, 2014	By:	/s/ Oliver Amhurst
		Name: Asgherali Gulamhussein
		Name:	Oliver Amhurst
		Title: Chief Financial Officer
		Title:	President, Principal Executive Officer, Secretary, Treasurer and Director

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Stock Purchase Agreement, dated August 18, 2014, by and between Lot78, Inc. and the investor signatory thereto.
99.1	Press Release dated December 12, 2014.

Filing Compare · LOT78, INC.