UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

____________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE SECURITIES EXCHANGE ACT OF 1934~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): December 30, 2013~~1934

~~LOT78,~~Date ~~INC.~~of Report (Date of earliest event reported): August 18, 2014

(Exact name of registrant as specified in its charter)

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.)

Nevada	000-54816	26-2940624
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

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):

65☐Written ~~Alfred~~communications ~~Road~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Studio~~☐Soliciting ~~209~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~London~~☐Pre-commencement W2communications ~~5EU~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Phone:~~☐Pre-commencement ~~00447801480109~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address,~~Item ~~including~~1.01. Entry ~~zip~~into ~~code,~~a ~~and~~Material ~~telephone~~Definitive ~~number, including area code,~~Agreement.

On August 18, 2014, Lot78, Inc., a Nevada corporation (the “Company”), completed the sale of a total of 44,436,686 shares ~~registrant's~~of ~~principal~~its ~~executive~~common ~~offices~~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 included (i) 23,993,891 shares sold to LIBANK S.A.L. (Levant Investment Bank) for $424,575 in cash and (ii) 20,442,795 shares sold to Cressida Investments LLC (“Cressida”) as repayment of the full amount of an existing non-recourse, interest-free and unsecured loan to the Company in the principal amount of £213,000.

~~Check the~~The ~~appropriate~~foregoing ~~box~~description ~~below~~of if the ~~Form~~Purchase ~~8-K~~Agreements ~~filing~~ is ~~intended~~not tocomplete ~~simultaneously~~and ~~satisfy~~is ~~the~~qualified ~~filing~~in ~~obligation~~its ofentirety by reference to the ~~registrant~~full ~~under~~text ~~any~~ of the ~~following~~form ~~provisions:~~of Purchase Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

☐The ~~Written~~Company ~~communications~~intends to use the net proceeds from the Private Placement for general corporate purposes. The offer and sale of the shares in the Private Placement were made in reliance upon an exemption from registration requirements pursuant to ~~Rule~~Section ~~425~~4(a)(2) under ~~the~~ the Securities Act ~~(17~~of ~~CFR~~1933, ~~230~~as amended, based upon representations made by the investors to the Company in the Purchase Agreements.~~425)~~

☐Cressida ~~Soliciting~~is ~~material~~jointly ~~pursuant~~owned toby ~~Rule~~Oliver ~~14a-12~~Amhurst, ~~under~~who is the President, CEO, Treasurer, Secretary and Chairman of the Board of the Company and ~~Exchange~~beneficial ~~Act~~owner ~~(17~~of ~~CFR~~72,321,928 ~~240~~shares of the Company’s common stock, and his father, Anthony Amhurst, who also has loaned the Corporation a total of £20,000.~~14a-12)~~ Cressida also owns 90,000 shares of the Company’s common stock.

☐Item ~~Pre-commencement~~3.02. Unregistered ~~communications~~Sales ~~pursuant~~of toEquity ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Securities.~~14d-2(b))~~

☐The ~~Pre-commencement~~information ~~communications~~set ~~pursuant~~forth toin ~~Rule~~Item ~~13e-4(c) under~~1.01 ~~the~~is ~~Exchange~~incorporated ~~Act~~into ~~(17~~this ~~CFR~~Item ~~240~~3.~~13e-4(c))~~02 by reference.

~~LOT78,~~Item ~~INC~~9.01. Financial Statements and Exhibits.

~~Form~~(d) ~~8-K~~Exhibits

Current Report

Exhibit No.	Description

10.1	Form of Stock Purchase Agreement, dated August 18, 2014, by and between Lot78, Inc. and the investor signatory thereto.

~~Item 1.01 Entry into Material Definitive Agreement.~~SIGNATURES

OnPursuant ~~December~~to ~~30, 2013, Lot78 UK Limited, a limited liability company established under~~ the ~~laws~~requirements of the ~~United~~Securities ~~Kingdom~~Exchange ~~(“Lot78 UK”)~~Act ~~and a wholly-owned subsidiary~~ of ~~Lot78~~1934, ~~Inc., a Nevada corporation (~~the ~~“Company”),~~registrant ~~entered~~has ~~into~~duly acaused ~~Purchase and~~this ~~Resale~~report ~~Agreement (the “P&S Agreement”) with Bibby Trade Services Limited, a company registered in England (“Bibby”). Pursuant~~ to ~~the~~be ~~P&S~~signed ~~Agreement,~~on ~~Bibby~~its ~~shall finance Lot78 UK through the purchase of goods directly~~behalf ~~from suppliers and the resale of such goods to Lot78 UK, per the terms and conditions of the P&S Agreement. In exchange, Bibby shall receive the aggregate of the price paid~~ by ~~Bibby to~~ the ~~suppliers,~~undersigned ~~all~~hereunto ~~import~~duly ~~and distribution charges, an annual fee of twenty four pounds sterling (£24,000) and other charges as set forth in the P&S Agreement~~authorized. ~~The P&S Agreement shall continue unless and until terminated in accordance with its terms.~~

On December 30, 2013, Lot78 UK entered into a Recourse Factoring Agreement (the “Factoring Agreement”) with Bibby, pursuant to which Bibby agrees to purchase certain debts of Lot78 UK, with full title guarantee, per the terms and conditions of the Factoring Agreement. In exchange for the purchase of such debts, Lot78 UK agrees to pay to Bibby a Fee of 1.8% for Bibby’s services, a Refactoring Fee of 2% of the value of each debt which is outstanding 90 days end of month and other charges as set forth in the Factoring Agreement. The minimum fees that Lot78 UK shall pay to Bibby per year (excluding the Refactoring Fee) shall be nineteen thousand pounds sterling (£19,000). The minimum period of the Factoring Agreement is twelve (12) months.

	LOT78, INC.


Dated: August 22, 2014	By:	/s/ Asgherali Gulamhussein
		Name: Asgherali Gulamhussein
		Title: Chief Financial Officer

~~The~~EXHIBIT ~~aggregate maximum amount that Bibby shall fund to Lot78 UK across the P&S Agreement and Factoring Agreement, is six hundred thousand pounds sterling (£600,000).~~ INDEX

The preceding description of the P&S Agreement and Factoring Agreement is a brief summary of their terms and does not purport to be complete, and is qualified in its entirety by reference to the P&S Agreement and Factoring Agreement, copies of which are being filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

Exhibit No.	Description

10.1	Form of Stock Purchase Agreement, dated August 18, 2014, by and between Lot78, Inc. and the investor signatory thereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Purchase and Resale Agreement dated December 30, 2013 by and between Lot78 UK and Bibby.
10.2	Recourse Factoring Agreement dated December 30, 2013 by and between Lot78 UK and Bibby.

SIGNATURE

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

	LOT78, INC.
Date: January 6, 2014	By: /s/ Oliver Amhurst
		Oliver Amhurst
		President and Chief Executive Officer

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