UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)    
August 22, 2011
 
MOGGLE, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

333-152050
 
35-2327649
(Commission File Number)
 
(IRS Employer Identification No.)

15 West Highland Avenue
   
Philadelphia, PA
 
19118
(Address of Principal Executive Offices)
 
(Zip Code)

(215) 247-5500
(Registrant’s Telephone Number, Including Area Code)
 
 
(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):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 5.03             Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 22, 2011, Moggle, Inc. (the “Company”) filed a Certificate of Ownership with the Secretary of State of Delaware, pursuant to which the Company’s newly-formed wholly-owned subsidiary, Virtual Piggy Incorporated was merged into and with the Company (the “Merger”). In connection with the Merger and in accordance with Section 253 of the Delaware General Corporation Law, the name of the Company was changed from “Moggle, Inc” to “Virtual Piggy, Inc.”
 
 
 
 
 
 
 
 
2
 

Item 9.01             Financial Statements and Exhibits.

(c)  Exhibits.   The following exhibits are filed with this report:
 
Exhibit No .
Description of Exhibit
   
3.1
Certificate of Ownership dated August 22, 2011
 
 
 
 
 
 
 
 
3
 
 
SIGNATURES

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.
 
 
MOGGLE, INC.
 
       
       
       
Date:  August 29, 2011
By:
/s/ Ernest Cimadamore  
    Ernest Cimadamore  
    Chief Executive Officer  
       
 
 
 
                                                                
 
4
 
 
EXHIBIT INDEX

Exhibit No .
Description of Exhibit
   
3.1
Certificate of Ownership dated August 22, 2011

 

 
 
 
 
5
 
Exhibit 3.1
 
STATE OF DELAWARE
 
CERTIFICATE OF OWNERSHIP
 
SUBSIDIARY INTO PARENT Section 253
 
CERTIFICATE OF OWNERSHIP MERGING

VIRTUAL PIGGY INCORPORATED

INTO

MOGGLE, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

Moggle, Inc., a corporation incorporated on the 11 th day of February 2008, A.D., pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock of Virtual Piggy Incorporated, a corporation incorporated on the 22nd day of August, 2011, A.D., pursuant to the provisions of the General Corporation Law of the State of Delaware and that this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 16 th day of August, 2011, A.D., determined to and did merge into itself said Virtual Piggy Incorporated which resolution is in the following words to wit:
 
WHEREAS this corporation lawfully owns 100% of the outstanding stock of Virtual Piggy Incorporated, a corporation organized and exiting under the laws of the State of Delaware, and
 
WHEREAS this corporation desires to merge into itself the said Virtual Piggy Incorporated, and to be possessed of all the estate, property, rights, privileges and franchises of said corporation,
 
 
 
 
 
NOW, THEREFORE, BE IT RESOLVED , that this corporation merge into itself said Virtual Piggy Incorporated and assumes all of its liabilities and obligations, and
 
FURTHER RESOLVED , that an authorized officer of this corporation be and he/she is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said Virtual Piggy Incorporated and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County; and
 
FURTHER RESOLVED , that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger.
 
FURTHER RESOLVED that Moggle, Inc. relinquishes its corporate name and assumes in place thereof the name Virtual Piggy, Inc.
 
IN WITNESS WHEREOF , said parent corporation has caused its corporate seal to be affixed and this certificate to be signed by an authorized officer this 22nd day of August, 2011, A.D.
 
By: /s/ Ernest Cimadamore
Authorized Officer

Name: Ernest Cimadamore
Print or Type
Title: CEO / Secretary