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): ~~May~~April 124, ~~2017~~2018

INCAPTA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Wyoming		0-29113		47-3903460
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1876 Horse Creek Rd. Cheyenne, WY		82009
(Address of Principal Executive Offices)		(Zip Code)

Company’s telephone number, including area code: (682) 229-7476

1950 Fifth Avenue #100 San Diego, CA 92101 (619) 772-9625

(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):

☐ 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))

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Gregory Martin

Gregory Martin, the Company’s sole director, president, secretary and treasurer, has entered into a Consulting Services Agreement with the Company (see attached Exhibit 10.0_). Under the agreement, Mr. Martin has agreed to perform for the Company all necessary services required in connection with providing business operations services as a president, secretary and treasurer. Mr. Martin will be paid the following amounts under this agreement: $8335 monthly, a total of 30 million restricted shares of Company common stock fully earned at signing, and a monthly payment of $1665 in restricted shares of Company common stock, based on the closing market price on the last day of the month, for one year from May 1, 2017, which amount is considered fully earned and paid upon execution of the agreement.

ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE OF FISCAL YEAR

~~The~~On April ~~information~~4, ~~set~~2018 ~~forth~~an ~~under~~amendment ~~Item~~was ~~8.01~~adopted during a special meeting of ~~this~~the ~~Current~~board ~~Report~~of ondirectors ~~Form~~of ~~8-K~~InCapta, isInc. ~~incorporated~~The ~~herein~~board meeting was held in order for the Company to by ~~reference~~unanimous vote, increase its number of authorized shares from 25,000,000,000 to 50,000,000,000 respectively in order to adequately increase future potential funding opportunities which would be more favorable to the shareholders and the Company.

On April 6^th, 2018, the Wyoming Secretary of State received the Company’s filing and on April 10, 2018 at: 1:04 PM CDT, such filing was duly recorded in that office under file number: Original ID: 2017-000782216 and under Amendment ID: 2018-002279765

ITEM 8.01.

OTHER EVENTS

~~The~~Late filing ~~Change~~ of ~~Domicile~~Form to10-K ~~Wyoming~~for the period ending December 31, 2018 (the ~~"Action"~~“Report”)

On April 3, 2018, Incapta, Inc. (the “Company”) ~~submitted Articles~~filed ofForm ~~Continuance~~12b-25 toidentified ~~the~~in ~~State~~its ofreports ~~Wyoming~~filed onwith ~~December~~the ~~21,~~OTC ~~2017,~~Disclosure Service ~~which~~as ~~were~~NT-10-K ~~accepted~~The byReport was filed with the ~~State~~Securities ofand ~~Wyoming~~Exchange onCommission ~~December 28,~~for ~~2017,~~purpose ~~thereby~~of ~~completing~~notification aof ~~change~~late filing of ~~domicile~~its ~~(the~~Form ~~“Action”)~~10-K toannual ~~Wyoming~~report ~~from~~for ~~Nevada~~the byyear ~~means~~ending ofDecember ~~filing~~31, ~~Articles of~~2018 ~~Continuance~~(“Notification”). The Notification was filed with the ~~State~~reasonable ofexpectation ~~Wyoming~~ and ~~subsequently~~assurance ~~filing~~that ~~Articles~~its offinancial ~~Dissolution~~statements ~~with~~and ~~the~~audit ~~State~~would ofbe ~~Nevada.~~completed Asand ~~part~~Report ofcompleted ~~the~~and ~~Action,~~filed ~~the~~on ~~Company~~or ~~amended~~before ~~its~~April ~~Articles~~17, of2018. ~~Incorporation~~As topreviously ~~increase~~disclosed, ~~its~~the ~~authorized~~Company ~~capital~~is unable to 25file, ~~Billion~~without ~~common~~unreasonable ~~shares~~effort and 10expense, ~~Million~~its ~~Series~~Annual AReport ~~Preferred~~on ~~shares~~Form ~~The~~10-K ~~Action~~for ~~was~~the ~~approved~~fiscal byyear ~~unanimous~~ended ~~consent~~December of31, ~~the~~2017, ~~board~~because ofit ~~directors~~requires ~~and~~additional ~~the~~time ~~written~~to ~~consent~~complete the preparation of ~~the~~its ~~Company’s~~financial ~~shareholder~~statements ~~holding~~included ~~voting~~therein. ~~rights~~The ~~equal~~Company tois ~~110%~~working ofas ~~the~~expeditiously ~~Company's~~as ~~issued~~possible toward preparing and ~~outstanding~~filing ~~shares~~its Report.

~~Effects~~Although the Company has made good progress towards this effort, the amount of work has taken longer than anticipated. The Company is working as expeditiously as possible toward filing its financial statements, as well as the ~~Action~~Company’s unfiled Annual Report on Form 10-K for the year ended December 31, 2017, as soon as practicable. The Company is targeting May 15, 2018, to complete the financial statements and to be current in all of its SEC filings. Although there can be no assurance the process will be completed by that time, the Company is committed to addressing the issue and to re-establishing timely financial reporting as soon as practicable. The Company will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the SEC.

~~The~~Issuance of ~~principal~~common ~~effects~~shares ofto ~~the Action are:~~Consultants

The ~~affairs of the~~ Company ~~ceased~~issued ~~to be~~stock ~~governed by Nevada corporation laws pursuant~~ to ~~the~~consultants ~~Nevada Revised Statutes (“NRS”)~~ and ~~become~~filed ~~subject~~a toForm ~~Wyoming corporation~~8K ~~laws~~on ~~pursuant~~February to8, ~~the~~2018. ~~Wyoming~~The ~~Business~~Company ~~Corporation~~believes ~~Act~~that ~~(the~~none ~~“WBCA”).~~of ~~The~~its ~~Company’s governance is~~consultants ~~pursuant~~have tosold ~~the~~their ~~Articles~~stock, ofnor ~~Incorporation~~have ~~filed~~they inbeen ~~Wyoming~~paid ~~and~~any ~~the~~salary ~~Bylaws,~~as ~~reflecting,~~stated ~~among~~in ~~other~~their ~~things,~~respective ~~application~~consulting ~~of the WBCA~~agreements.

The ~~resulting Wyoming corporation (INCT-WY),~~ ~~is deemed to be same entity as the~~ Company, ~~previously~~its ~~incorporated in Nevada (INCT-NV)~~staff, and ~~there~~consultants iscontinue noto ~~change~~develop incost ~~the~~cutting ~~Company’s business,~~measures ~~management,~~as ~~employees,~~well ~~headquarters,~~as ~~benefit~~seek ~~plans,~~and ~~assets,~~create ~~liabilities~~revenue orgenerating ~~net~~opportunities and ~~worth~~are ~~(other~~aggressively ~~than~~pursuing asfinancing afor ~~result of~~ the ~~costs~~ ~~incident to the Action, which we expect to be immaterial)~~company.

The directors and officers of the Company prior to the effective time of the Action hold the same respective positions with INCT-WY following the Action, and there is no substantive change in employment agreements for executive officers or in other direct or indirect interests of the directors or executive officers of the Company.1

Each of INCT-NV’s issued and outstanding shares of common stock and of preferred stock automatically converted into an equivalent number of issued and outstanding shares of common stock and preferred stock of INCT-WY, without any action on the part of our shareholders. The number of issued and outstanding shares of capital stock of INCT-WY is identical to the Company’s capital stock existing immediately prior to the Action. The terms of the Series A Preferred Stock is identical to the terms of the Series A Preferred Stock of INCT-NV.

The Company’s common stock is still quoted on the OTC Markets under the same symbol “INCT.” The Company will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the SEC.

Review of certain corporate actions

In its Form 10-Q filed for the period ending September 30, 2017, it was noted that some question had arisen concerning the validly of three separate corporate actions increasing the authorized shares of the Company by unanimous consent of the directors. The Company's Board and Officers with the assistance of counsel undertook a review of those actions including a review of all documentation pertaining thereto. After re-considering all available information the Company has determined that all actions were approved and carried out in conformity with its articles of incorporation as amended and the Nevada Revised Statutes. The Company intends to amend the 10-Q consistent with this determination.

Consulting Agreement with Elainie Martin

On January 15, 2018, Elanie Martin entered into a Consulting Services Agreement with the Company (see attached Exhibit 10.0). Under the agreement, Ms. Martin agrees to perform for the Company all necessary services required in connection with providing business operations services as vice-president, for a term of one year commencing on January 15, 2018. Ms. Martin will be paid the following amounts under this agreement: $3,000 monthly and 250,000,000 common shares which amount is considered fully earned and paid upon execution of the agreement to be paid pursuant to an S-8 Registration statement. In addition, for the introduction of any TV or film projects, Consultant is entitled to 5% of the entire project budget plus a 5% equity interest in the finished project.

Ms. Martin has extensive background in the areas of business operations, media, corporate communications and marketing. She is the wife of Gregory Martin our sole director.

As of this date the Company has not incurred any liability for referral of projects.

Consulting Agreement with Ean Martin

On January 15, 2018, the Company retained Ean Martin pursuant to a Consulting Agreement for a term of one year to provide non-exclusive corporate financial advisory services to the Company’s entertainment business affairs. Under the agreement, Consultant agrees to perform for the Company all necessary services required in connection with providing business operations services, for a term of one year commencing on January 15, 2018. Consultant will be paid the following amounts under this agreement: $3,000 monthly and 250,000,000 common shares which amount is considered fully earned and paid upon execution of this agreement to be paid pursuant to an S-8 Registration statement. In addition, for the introduction of any TV or film projects, Consultant is entitled to 5% of the entire project budget plus a 5% equity interest in the finished project.

Mr. Martin has extensive background in the areas of business operations and website design. He is the son of Gregory Martin our sole director.

As of this date the Company has not incurred any liability for referral of projects.

Consulting Agreement with Lost Art Pictures, LLC

On November 21, 2017, the Company retained Lost Art Pictures, LLC pursuant to a Consulting Agreement for a term of 180 days to provide non-exclusive corporate financial advisory services to the Company’s entertainment business affairs.

Consultant is entitled to 250,000,000 shares of the Company’s common stock upon execution of the Agreement fully paid and delivered pursuant to an S-8 registration statement when effective. In addition, for the introduction of any TV or film projects, Consultant is entitled to 5% of the entire project budget plus a 5% equity interest in the finished project.

As of this date the Company has not incurred any liability for referral of projects.

Consulting Agreement with Left Coast Pictures, Inc

On November 21, 2017, the Company entered into a Joint Venture Agreement with Left Coast Pictures, Inc. (“Left Coast”) and Media Arts Group Inc. (“MAG”) for the purpose of creating, management, operation and any other functions necessary to produce an online movie subscription platform for the distribution of first-run independent feature films, television programming, and documentaries. Under the terms of the agreement, left coast is responsible for all operations and decisions regarding the planning staffing management and operation of the company’s platform production, acquisition and licensing of all intellectual property. MAG is responsible for the distribution of such property and for the acquisition of film and television licenses. The Company is to provide a minimum of $150,000 for the funding of the venture. The term of the venture commences on November 21, 2017 and continues until terminated or for a minimum period of five years.

As of this date, no projects have been undertaken by the joint venture.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.

Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-K.

3Certain statements in this release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. Technical complications that may arise could prevent the prompt implementation of any strategically significant plan(s) outlined above. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the company’s latest Form 10-K filing and other filings with the U S. Securities and Exchange Commission (available at www.sec.gov). The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

SOURCE:

InCapta, Inc.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	InCapta, Inc.
Dated: February 8, 2018	By:	/s/ Gregory Martin
Dated: April 24, 2018	By:	/s/ Gregory Martin
		Gregory Martin, Director/President

EXHIBIT INDEX

Number		Description
10.		Certificate of Continuance Wyoming
10..1		Certificate of Amendment Wyoming
10.		Certificate of Dissolution
10.		Gregory Martin Consulting Agreement
10.		Elanie Martin Consulting Agreement
10.		Ean Martin Consulting Agreement
10.		Gregory Martin Consulting Agreement
10.		Lost Art Pictures, LLC Consulting Agreement
10.		Left Coast Pictures, Inc. Consulting Agreement

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