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

~~Securities~~Date of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): June 20, 2019

Date of Report: June 15, 2018

(Date of earliest event reported): February 27, 2018

NANO MOBILE HEALTHCARE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation) 000-55155 (Commission File Number) 93-0659770 (I.R.S. Employer Identification No.)

Delaware	000-55155	98-0659770
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Boston Place, Suite 2600

Boston, MA ~~62108~~02108

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (617-) 336-~~7100~~7001

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:

☐¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐o

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. ☐o

~~Item~~Securities ~~3.03.~~registered ~~Material Modifications~~ pursuant to ~~Rights~~Section 12(b) of ~~Security~~the ~~Holders.~~ Act:

The information set forth in Item 5.03 is incorporated herein by reference.

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value of $0.001

VNTH

OTCMKTS

Item 58.~~03.~~01 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Events

On ~~February~~June 2720, ~~2018,~~2019 ~~holders~~International ofSpirits atand ~~least~~Wellness Holdings, aInc. ~~majority~~(OTCBB ofISBG) ~~the~~previously ~~outstanding~~known ~~Common~~as ~~Stock~~International ofSpirits ~~the~~& ~~Company~~Beverage ~~entitled~~Group toInc ~~vote~~issued ~~(57%) acted by written consent in lieu of~~ a ~~special~~false ~~meeting~~tweet ofon ~~Stockholders~~their intwitter account ~~accordance~~@DrinkISBG. ~~with~~This ~~Sections~~false 5tweet ~~and~~stated 6that ofthey ~~the~~were ~~Company’s~~acquiring ~~Bylaws~~Nano ~~(the~~Mobile ~~“Bylaws”)~~Healthcare. toThey ~~approve~~removed the ~~Increase~~tweet ina ~~Authorized~~few ~~Common~~hours later ~~Stock~~prior ofto the ~~Corporation~~market toclose ~~100,000,000,000~~on ~~shares~~June ~~and~~20. ~~the~~We ~~reduction~~have ofnever ~~the~~had ~~par~~any ~~value~~communications ofwith ~~the~~ISBG ~~Common~~about ~~Stock~~anything and ~~Preferred~~do ~~stock~~not toknow ~~$.0001;~~why ~~and~~they published ~~approve~~ the ~~Corporation’s~~tweet. ~~reverse~~Any ~~split~~claim ofthey ~~its~~made ~~common~~relating ~~stock~~to inthe acompany ~~ratio~~is ofcompletely ~~between~~false 1and ~~for~~should 10not ~~to 1 for 100,000, such ratio to~~ be ~~determined~~relied ~~by the Corporation’s board of directors;~~upon.

On ~~February~~June 2721, ~~2018,~~2019 ~~the~~a ~~Unanimous~~false ~~Consent~~press ofrelease ~~the Board~~ was ~~completed~~issued ~~that~~at 10:05 ~~approved~~AM ~~the~~EDT ~~Certificate~~by ofa ~~Amendment~~UK ofcompany ~~the~~named ~~Certification~~M2 ~~of Incorporation of Nano Mobile Healthcare, Inc~~PressWIRE. ~~increasing~~That ~~the~~unauthorized ~~authorized shares of Common Stock from 900,000,000 shares to 100,000,000,000,~~ and ~~the~~false ~~par~~press ~~value~~release ofwas ~~the~~copyrighted ~~Corporation’s common stock~~ and ~~Preferred~~distributed ~~Stock~~by ~~shall be reduced to $~~M2 Communications.~~00001. Due~~ toThe apress ~~typo~~release inwas ~~the~~then ~~original~~picked ~~Consent,~~up ~~the~~by ~~Board approved~~ a ~~corrected~~French ~~Unanimous~~company ~~Consent~~named ~~on March 5, 2018~~www. ~~A copy of the Certificate of Amendment of the Certification of Incorporation of Nano Mobile Healthcare, Inc~~marketscreener.com. ~~increasing~~We ~~the~~immediately ~~authorized~~contacted market ~~shares~~screener ofby ~~Common~~email ~~Stock from 900,000,000 shares~~ to ~~100,000,000,000,~~have ~~and~~it ~~approving~~removed ~~the~~but ~~Corporation’s~~we ~~reverse~~received ~~split~~no ofresponse ~~its~~from ~~common~~them. ~~stock~~We inthen acontacted ~~ratio~~M2 ofCommunications ~~between~~and 1advised them ~~for~~that 10no ~~to 1 for 100,000,~~ such ~~ratio~~press torelease bewas ~~determined~~authorized by ~~the~~us ~~Corporation’s~~and ~~board~~they ofshould ~~directors~~remove ~~and~~it ~~approving~~immediately. ~~the reduction~~We ofalso ~~the~~called ~~par~~and ~~value~~emailed ofM2 ~~the~~PressWIRE to ~~Corporation’s~~demand ~~Common~~that ~~Stock~~they ~~and~~acknowledge ~~the~~that ~~Convertible~~this ~~Preferred~~press ~~Stock~~release towas ~~$.00001~~not isauthorized ~~being~~by ~~filed~~the ~~as Exhibit 3~~company.1.

OnWe ~~May~~do ~~24,~~not ~~2018,~~know ~~the~~why ~~holders~~M2 ofPressWIRE atmade ~~least~~this apress ~~majority~~release as of the ~~outstanding~~company ~~Common~~has ~~Stock~~never ofcommunicated ~~the Company entitled to vote (57%) acted by written consent in lieu of a special meeting of Stockholders in accordance~~ with ~~Sections~~them. 5The ~~and~~public 6should ofknow ~~the~~that ~~Company’s Bylaws to amend Certificate of Amendment to~~ the ~~Certificate~~press ofrelease ~~Incorporation~~contains ~~approving~~false ~~the~~statements ~~reverse~~about Nano ~~split~~Mobile ofHealthcare ~~the~~and ~~Series~~should Anot ~~Preferred~~be ~~Stock~~relied ~~that took place on March 21, 2016 when the reverse split of the Common Stock took place~~upon.

On May 24, 2018, the Unanimous Consent of the Board was completed that approved the Corporation’s proposed amendment to its Certificate of Incorporation to accomplish the Amendment to its Certificate of Incorporation with the Delaware Secretary of State on May 24, 2018 to provide for the reverse split of the Series A Convertible Preferred Stock that was not completed when the common stock reverse split was accomplished on March 21, 2016. A copy of the Certificate of Amendment to the Certificate of Incorporation to complete a reverse split of the Series A Preferred Stock is being filed as Exhibit 3.2.

On June 6, 2018, the holders of at least a majority of the outstanding Common Stock of the Company entitled to vote (57%) acted by written consent in lieu of a special meeting of Stockholders in accordance with Sections 5 and 6 of the Company’s Bylaws to authorize and approve a Certificate of Amendment to the Certificate of Incorporation to lower the Authorized shares of the Series A Preferred Stock to 2,347,337 shares and clarify the number of Authorized shares of the Convertible Preferred Stock.

On June 6, 2018, the Unanimous Consent of the Board was completed that approved the Certificate of Amendment to the Certificate of Incorporation to lower the authorized shares of Series A Preferred to 2,347,337 and clarify the number of Authorized shares of the Preferred Stock. A copy of the Certificate of Amendment to the Certificate of Incorporation to lower the authorized shares of Series A Preferred to 2,347,337, clarify the number of Authorized shares of the Preferred is being filed as Exhibit 3.3.

Exhibits 3.1, 3.2 and 3.3 this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment of the Certification of Incorporation of Nano Mobile Healthcare, Inc. increasing the authorized shares of Common Stock from 900,000,000 shares to 100,000,000,000, approve the Corporation’s reverse split of its common stock in a ratio of between 1 for 10 to 1 for 100,000, such ratio to be determined by the Corporation’s board of directors and reduce the par value of the Corporation’s Common Stock and the Convertible Preferred Stock to $.00001 dated March 5, 2018.
3.2		Certificate of Amendment of the Certification of Incorporation of Nano Mobile Healthcare, Inc. to complete a reverse split of the series A Preferred stock of Nano Mobile Healthcare, Inc. dated May 24, 2018
3.3		Certificate of Incorporation to lower the authorized shares of Series A Preferred to 2,347,337 and clarify the number of Authorized shares of the Convertible Preferred, dated June 6, 2018.

SIGNATURE

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.

Dated: June 13, 2018	NANO MOBILE HEATHCARE, INC
	By: /s/ Joseph C. Peters
	Joseph C. Peters, Chief Executive Officer

NANO MOBILE HEALTHCARE, INC.

Date: June 24, 2019	By: /s/ Joseph C. Peters
	Name:	Joseph C. Peters
	Title:	Chief Executive Officer

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