~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

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

Date of Report (Date of ~~Earliest~~earliest ~~Event Reported~~event reported): ~~August~~ September 28, 2018

~~Big~~BIG ~~Time Holdings~~TIME HOLDINGS, ~~Inc~~INC.

(Exact name of ~~Registrant~~registrant as specified in its ~~Its Charter~~charter)

Delaware

Delaware	000-55886	00-0000000
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

(State or Other Jurisdiction of Incorporation)

000-55886

(Commission File Number)

00-0000000

(IRS Employer Identification No.)

Acclaim House, 12 Mount Havelock

Douglas, Isle of Man IM1 2QG

(Address of Principal Executive Offices and Zip Code)

+44 1624 618444

(Registrant’s Telephone Number, Including Area Code)

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)

~~Written~~[_] Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the Exchange ~~Securities~~ Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

[___] Pre-commencement to medications 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 to medications 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  x

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 pursuant to Section 13(a) of the Exchange Act.  o

~~FORWARD~~Forward ~~LOOKING~~Looking ~~STATEMENTS~~Statements

This Current Report on Form 8-K and other reports (collectively the “Filings”) filed by ~~Registrant~~Big Time Holdings, Inc. (the “Company” ) from time to time with the Securities and Exchange Commission (~~collectively~~ the “~~Filings~~Commission”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, ~~Registrant’s~~ management as well as estimates and assumptions made by ~~Registrant’s~~ management. When used in the ~~filings~~Filings the words “anticipate”,” “believe”,” “estimate”,” “expect”, ” “future”,” “intend”,” “plan” or the negative of these terms and similar expressions as they relate to ~~Registrant~~the Company or ~~Registrant’s~~ management identify forward looking statements. Such statements reflect the current view of ~~Registrant~~the ~~with~~Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors “) relating to ~~Registrant~~the Company’s industry, ~~Registrant’s~~ operations and results of operations and any businesses that may be acquired by ~~Registrant~~the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although ~~Registrant~~the Company believes that the expectations reflected in the forward-looking statements are reasonable, ~~Registrant~~the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, ~~Registrant~~the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the financial statements and the related notes that are filed herein.

Section 5 – Corporate Governance and Management

Item 5.~~02.~~01 ~~Departure~~Changes ofin ~~Directors~~Control ~~or Certain Officers; Election~~ of ~~Directors; Appointment of Certain Officers;~~Registrant

OnPursuant ~~August~~to ~~28,~~a ~~2018,~~Stock ~~the~~Purchase ~~Company~~Agreement dated ~~appointed David G. Smeed~~ as ~~the~~of ~~new~~August ~~Chairman~~14, of2018 (the ~~Board~~“SPA) ofby ~~Directors. On~~and ~~this~~among ~~same date,~~ the Company ~~authorized~~and ~~Director~~Ascot Group, ~~Brian~~PLC, ~~Kistler~~an toIsle ~~accept the resignation~~ of ~~fellow~~Man ~~Director,~~entity (the ~~Mandla~~“Purchaser” J.or ~~Gwadiso~~“Ascot””), ~~which resignation was accepted. Following~~ the ~~appointment~~Company ofsold ~~Mr. Smeed~~100, ~~Brian~~000,000 ~~Kistler~~shares ~~resigned~~of our ~~his~~common ~~position~~stock asat ~~Chief~~$0.00005 ~~Executive~~per ~~Officer and Director~~share, ~~with~~to the ~~effective~~Purchaser ~~date~~for toa bepurchase ~~determined~~price byof ~~the Company~~$5,000. ~~The~~00 ~~resignation~~(the of“Share MrAcquisition”). As ~~Kistler~~a isresult ~~now~~of ~~deemed~~the ~~effective. Neither~~Share ~~Mr.~~Acquisition, ~~Kistler~~the ~~nor~~Purchaser ~~Mr.~~is ~~Gwadiso~~the ~~had~~majority ~~any~~shareholder ~~reportable~~of ~~dispute with~~ the Company. atAscot was the ~~time~~source of ~~their~~funds ~~respective~~utilized in ~~resignations. A~~the ~~copy~~purchase oftransaction. ~~this~~Prior ~~Form 8-K has been provided~~ to ~~them~~the ~~simultaneously~~closing ~~with~~of ~~its~~the ~~filing~~SPA, ~~with~~ the ~~Securities~~Company ~~and~~was ~~Exchange~~controlled ~~Commission. The~~by ~~biography~~Palewater ~~for~~Global ~~David~~Management, GInc. ~~Smeed is set forth below.~~

Pursuant to the SPA, there also is a change in our Board of Directors that was previously reported on Schedule 14F-1, filed with the Securities and Exchange Commission on September 26, 2018. Upon the SPA Closing, Mr. Brian Kistler, our chief executive officer and director, and Mr. Mandla J. Gwadiso, director, resigned their respective positions with the Company immediately following the Board’s appointment of Mr. David G. Smeed, ~~Age~~(“Mr. 46Smeed”) -as a director to our Board and as our Chief Executive Officer~~, Director~~.

~~Mr.~~Prior ~~David~~to Gthe SPA Closing, Mr. Smeed, ~~age~~was 46not an officer or director for the Company, ~~was~~nor ~~appointed~~has ashe ~~our~~been ~~sole~~involved ~~Director~~in any transactions with the Company or any of our directors, ~~President~~executive officers, ~~Chief~~affiliates or ~~Executive~~associates ~~Officer,~~that ~~Principal~~are ~~Executive~~required ~~Officer~~to ~~and~~be ~~Principal~~disclosed ~~Financial~~pursuant ~~Officer~~to onthe ~~August~~rules ~~28,~~and ~~2018. Since~~regulations ~~January~~of ~~2008,~~the SEC. Mr. Smeed has not been the ~~employed~~subject asof ~~the~~any ~~sole~~bankruptcy ~~owner/principal~~petition ~~and~~filed ~~sole~~by ~~trader~~or against any business of ~~Best~~which ~~Financial~~he ~~Service~~was ~~Ltd.~~a ~~(“Best~~general ~~Financial”)~~partner inor ~~Dublin~~executive officer either at the time of the bankruptcy or within two years prior to that time, ~~Ireland. Best~~been ~~Financial~~convicted isin a ~~financial~~criminal ~~services~~proceeding ~~firm~~or ~~that~~been ~~manages~~subject to ~~client~~a ~~funds~~pending atcriminal ~~both~~proceeding an(excluding ~~institutional~~traffic ~~level~~violations asand ~~well~~other asminor aoffenses), ~~private~~been ~~client/retail~~subject ~~client~~to ~~level. Mr.~~any ~~Smeed~~order, ~~has~~judgment ~~over~~or decree, 25not ~~years’~~subsequently ~~experience~~reversed, insuspended ~~financial~~or ~~services. He~~vacated, ~~has~~of ~~held~~any ~~positions~~court ~~with~~of ~~prominent~~competent ~~Dublin-based~~jurisdiction, ~~stockbrokers~~permanently or temporarily enjoining, barring, ~~London-based~~suspending ~~hedge~~or ~~fund~~otherwise ~~managers~~limiting ~~and~~his ~~Singapore-based~~involvement ~~hedge~~in ~~fund~~any ~~managers. He~~type isof ~~currently~~business, asecurities ~~Regulated~~or ~~Financial~~banking ~~Advisory~~activities ~~with~~or ~~the~~been ~~title~~found by a court of ~~Qualified~~competent ~~Financial~~jurisdiction ~~Advisor. In~~(in ~~his~~a ~~career~~civil heaction), ~~has~~the ~~obtained~~SEC ~~foreign~~or ~~licensure~~the ~~via~~Commodity ~~his~~Futures ~~successful~~Trading ~~financial~~Commission ~~industry~~to ~~examinations~~have inviolated a federal or state securities or commodities law, and the ~~following~~judgment ~~countries:~~has not been reversed, suspended or vacated

·VOTING SECURITIES

~~UK:~~Our ~~FCA~~authorized ~~Regulated~~capital stock consists of (i) 19,900,000,000 shares of Common Stock, par value $0.0001, of which 121,279,884 shares were outstanding as of September 24, 2018, and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding. Each share of Common Stock entitles the holder thereof to one vote on each matter which may come before a meeting of the stockholders.

·2

~~Singapore:~~The ~~MAS~~following ~~Regulated~~table sets forth certain information regarding beneficial ownership of our Common Stock as of the closing of the SPA by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. As of the closing of the SPA, we had a total of 121,279,884 shares of Common Stock issued and outstanding. Unless indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

Name and address	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Shares (1)
5% or greater owners
Director and executive officers

Ascot Group PLC Acclaim House 12 Mount Havelock Douglas, Isle of Man IM1 2QG	100,000,000 (2)	82.45%

Palewater Global Management, Inc. 30 Wall Street, Level 8, New York, NY 10005	21,279,884	17.55%

All directors and effective officers as a group (one (1) person)	100,000,000 (2)	82.45%

~~Ireland:~~(1) ~~Central~~Based ~~Bank~~on 121,279,884 shares outstanding on the Record Date. The number of ~~Ireland~~shares ~~Regulated~~of Common Stock owned are those “beneficially owned” as determined under the rules of the Securities and Exchange Commission, including any shares of Common Stock as to which a person has sole or shared voting or investment power and any shares of Common Stock which the person has the right to acquire within sixty (60) days through the exercise of any option, warrant or right.

~~The~~(2) ~~Company~~All ~~believes~~such ~~that~~shares are ~~Mr.~~owned ~~Smeed’s~~by ~~extensive~~Ascot ~~experience~~Group inPLC. ~~the~~Our ~~financial~~sole ~~services~~Director, ~~industry~~Mr. ~~and~~David ~~his~~G. ~~many~~Smeed ~~years~~is ~~of regulatory oversight by~~ the ~~regulatory~~Chairman ~~agencies in each~~ of the ~~above~~Board ~~sovereign~~of ~~countries~~Ascot asGroup ~~well~~PLC ~~as his vast experience in corporate matters provides an extraordinary background~~ and ~~basis~~is ~~to serve as~~ deemed a ~~Director~~beneficial inowner of our ~~Company~~common stock.

~~SIGNATURES~~Item 5.01(a)(8) FORM 10 INFORMATION FOR BIG TIME HOLDINGS, INC.

~~Pursuant~~Form to10 ~~the~~information ~~requirements~~for ofBig ~~the~~Time ~~Securities Exchange Act of 1934~~Holdings, Inc. ~~the~~was ~~Registrant~~previously ~~has~~reported ~~duly~~on ~~caused~~our ~~this~~Form ~~report~~8-K tothat bewas ~~signed~~filed onwith ~~its~~the ~~behalf~~Securities byand ~~the~~Exchange ~~undersigned~~Commission ~~hereunto~~on ~~duly~~May ~~authorized~~1, 2018.

	BIG TIME HOLDINGS, INC.
Dated: October 9, 2018	/s/ David G. Smeed
	David G. Smeed
	Chairman of the Board of Directors

SIGNATURES

2Pursuant 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.

BIG TIME HOLDINGS, INC.

Date: October 25, 2018

/s/ David G. Smeed

David G. Smeed

Chief Executive Officer

Filing Compare · Big Time Holdings, Inc.