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CUSIP No. 972638100
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13D
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
RPG FS Acquisition Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO – See Item 3 of Statement.
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Cyprus
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
18,750,000*
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
18,750,000*
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,750,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20% (see Item 5 hereof)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – Republic of Cyprus Limited Liability Company
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CUSIP No. 972638100
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13D
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Page 3 of 8 Pages
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Item 2.
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Identity and Background.
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(a)
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This Statement on is being filed by RPG FS Acquisition Limited, a Republic of Cyprus limited liability company (the “Reporting Person”). The directors of the Reporting Person are: Alexej Havlicek (“Havlicek”), Doros Kyriacou (“Kyriacou”) and Ron Lubash (“Lubash”).
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(b)
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The business address of the Reporting Person is Anemomylos Office Building, 8 Michael Karaolis Street, 1095 Nicosia, Cyprus and the address of its principal office is: 117 Strovolos Avenue, 2042 Strovolos, Nicosia, Cyprus.
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The business address of Havlicek is 117 Strovolos Avenue, 2042 Strovolos, Nicosia, Cyprus.
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The business address of Kyriacou is 117 Strovolos Avenue, 2042 Strovolos, Nicosia, Cyprus.
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The residence address of Lubash is 1 Ha’brosh St., Ra’anana 43573, Israel.
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(c)
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The Reporting Person is an investment holding company.
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Mr. Havlicek is a director of RPG.
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Mr. Kyriacou is a director of RPG and its accountant.
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Mr. Lubash is a director of RPG and the Co-Founder & Managing Director of Markstone Investment Management (Israel) Ltd.
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(d) and (e)
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During the last five years, none of the Reporting Person, Havlicek, Kyriacou and Lubash has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Havlicek is a citizen of the Czech Republic.
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Kyriacou is a citizen of the Republic of Cyprus.
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Lubash is a citizen of the State of Israel.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Reporting Person acquired the funds necessary for purchase by way of equity subscriptions by its shareholders, each of which produced such funds from their existing cash funds.
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CUSIP No. 972638100
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13D
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Page 4 of 8 Pages
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Item 4.
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Purpose of Transaction.
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The securities were purchased for investment purposes, pursuant to that certain Securities Purchase Agreement as described in Item 5 below. Furthermore, pursuant to Section 3.3 of the “Original Agreement” (as defined in Item 5 below) Reporting Person acquired the right to designate one director to the board of directors of Issuer. Lubash is to be the designated director. The date on which he will commence serving on the board of directors of Issuer has not been determined.
The Reporting Person intends to review its investment in the Issuer on a continuing basis, and, depending on various factors, including, without limitation, the Issuer’s financial positions, the price levels of the aggregate number of outstanding shares of Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Person may, in the future, take such actions with respect to its shares of the Issuer’s capital stock as it deems appropriate, including, without limitation, purchasing shares of Common Stock; selling shares of Common Stock; taking any permitted action to change the size or composition of the Issuer’s board of directors, taking
any other action with respect to the Issuer or any of its securities in any manner permitted by law or the Issuer’s organizational documents or otherwise changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, investment and financing professionals, sources of credit and other investors. Except as aforesaid, the Reporting Person has no current plans or proposals which relate to or would result in any of the matters described in paragraphs (a) though (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a), (b) The aggregate number of shares of Common Stock owned by the Reporting Person is 18,750,000, which includes (i) 12,500,000 shares of Common Stock of the Issuer and (ii) 6,250,000 shares of Common Stock of the Issuer which may be acquired pursuant to the exercise of a warrant to purchase 6,250,000 shares of Common Stock, at an exercise price per share of $0.08 (the “Warrant”). The aggregate percentage of shares of Common Stock owned by Reporting Person
is 20% pursuant to the acquisition of the 12,500,000 shares of Common Stock. The Warrant is exercisable commencing on or after February 28, 2012 and for a term of five (5) years from the date of issuance thereof. The Warrant contains two "blocker" provisions. The first blocker provision, which may be waived by the Reporting Person, permits the Warrant to be exercised only in cases where the Reporting Person would not beneficially own more than 4.999% of the total number of issued and outstanding shares of Common Stock of Issuer upon exercise of the Warrant. The second blocker provision, which may not be waived by the Reporting Person, permits the Warrant to be exercised only in cases where the Reporting
Person would not beneficially own more than 9.999% of the total number of issued and outstanding shares of Common Stock of Issuer upon exercise of the Warrant. Reporting Person may be deemed to have the sole power to vote or to direct the vote, or to dispose or to direct the disposition of such shares of Common Stock.
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(c) On August 22, 2011, Issuer entered into a securities purchase agreement, filed by Issuer with the Securities and Exchange Commission (“SEC”) on form 8-K on August 24, 2011 and incorporated herein by reference (the "Original Agreement") with Wigam LLC, a Delaware limited liability company, a company under common control with the Reporting
Person (“Wigam”), pursuant to which Issuer (i) agreed to sell to Wigam an aggregate of 12,500,000 shares of Common Stock at a price of $0.08 per share (the “Shares”) in consideration for One Million Dollars ($1,000,000) and (ii) agreed to issue to Wigam, for no additional consideration, a five-year warrant to purchase 6,250,000 shares of Common Stock, a form of which was filed by Issuer with the SEC on form 8-K on August 24, 2011 and is incorporated herein by reference (the "Original Warrant"), at an exercise price per share of $0.08. The Closing of the Original Agreement was scheduled for August 31, 2011.
On August 31, 2011, Wigam entered into a securities purchase agreement attached hereto as Exhibit 99.3 (the “Agreement”) with Reporting Person, pursuant to which Wigam sold and assigned to Reporting Person Wigam’s rights under the Original Agreement to purchase the Shares and the Warrant. Pursuant to a letter of instruction, attached hereto as Exhibit 99.4, Issuer agreed (i) to issue the Shares and the Warrant, a form of which is
attached hereto as Exhibit 99.5, to Reporting Person and (ii) to cooperate with Wigam to effect the transfer of Wigam’s rights under the Original Agreement to Reporting Person. On September 9, 2011, Wigam entered into an Assignment and Assumption of Contract Agreement with Reporting Person, attached hereto as Exhibit 6 to memorialize the assignment and assumption of all of Wigam’s rights and obligations under the Agreement to and by Reporting Person.
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CUSIP No. 972638100
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13D
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Page 5 of 8 Pages
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(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Pursuant to the Original Agreement as assigned to the Reporting Person under the Assignment and Assumption of Contract Agreement, for as long as Reporting Person holds not less than ten percent (10%) of the issued and outstanding share capital of Issuer, Reporting Person shall be entitled to pre-emptive rights, entitling Reporting Person to purchase a pro-rata share of any new securities issues by Issuer.
Except for the above and for the agreements attached as Exhibits hereto and which are described in Item 5 above, no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer exist among the persons name in Item 2 above.
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Item 7.
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Material to Be Filed as Exhibits.
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Exhibit
Number
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Description
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99.1*
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Securities Sale and Purchase Agreement dated August 22, 2011 by and between Win Gaming, Inc. a Nevada corporation and Wigam LLC, a Delaware limited liability company filed by Issuer with the SEC on Form 8-K on August 24, 2011 and incorporated herein by reference.
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99.2*
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Common Stock Purchase Warrant issued by Issuer to Wigam LLC, a Delaware limited liability company, filed by Issuer with the SEC on Form 8-K on August 24, 2011 and incorporated herein by reference.
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99.3
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Securities Sale and Purchase Agreement dated August 31, 2011 by and between Wigam LLC, a Delaware limited liability company and RPG FS Acquisition Limited, a Republic of Cyprus limited liability company.
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99.4
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Letter of Instruction dated August 31, 2011 from Reporting Person to Issuer.
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99.5
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Form of Common Stock Warrant to be issued by Issuer to Reporting Person
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CUSIP No. 972638100
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13D
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Page 6 of 8 Pages
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99.6
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Assignment and Assumption of Contract dated September 9, 2011 by and between Wigam LLC, a Delaware limited liability company and RPG FS Acquisition Limited, a Republic of Cyprus limited liability company
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CUSIP No. 972638100
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13D
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Page 7 of 8 Pages
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Date: September 9, 2011
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/s/ Alexej Havlicek
RPG FS Acquisition Limited
By: Name Alexej Havlicek
Title: Director
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CUSIP No. 972638100
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13D
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Page 8 of 8 Pages
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99.3
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Securities Sale and Purchase Agreement dated August 31, 2011 by and between Wigam LLC, a Delaware limited liability company and RPG FS Acquisition Limited, a Republic of Cyprus limited liability company.
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99.4
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Letter of Instruction dated August 31, 2011 from Reporting Person to Issuer.
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99.5
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Form of Common Stock Warrant to be issued by Issuer to Reporting Person.
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99.6
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Assignment and Assumption of Contract dated September 9, 2011 by and between Wigam LLC, a Delaware limited liability company and RPG FS Acquisition Limited, a Republic of Cyprus limited liability company.
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