SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
WIN GAMING MEDIA, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
972638100
(CUSIP Number)
SHIMON CITRON
4 OVADIA STREET, RAMAT GAN 52245, ISRAEL
+(972) - 3 - 676-1711
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 25, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
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CUSIP NO. 972638100 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
Shimon Citron
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
7,476,473 shares of Common Stock*
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,476,473 shares of Common Stock*
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,476,473 shares of Common Stock*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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* Includes rights to acquire 4,448,179 shares of Common Stock. Shimon Citron may
be deemed to beneficially own 2,363,000 additional shares of Common Stock of the
Issuer as rights to acquire such additional shares are held by Citron
Investments Ltd., a company for which Shimon Citron is the sole shareholder. In
such case, Shimon Citron would be deemed to beneficially hold 25.1% of the
Common Stock of the Issuer as calculated in accordance with Rule 13d-3(d).
SCHEDULE 13D/A
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CUSIP NO. 972638100 Page 3 of 7 Pages
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--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Citron Investments Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,363,000 shares of Common Stock*
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,363,000 shares of Common Stock*
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,363,000 shares of Common Stock*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
* Includes rights to acquire 2,363,000 shares of Common Stock.
SCHEDULE 13D/A
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CUSIP NO. 972638100 Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, par value $0.001 per share (the "Common Stock"), of Win Gaming
Media, Inc., a Nevada corporation (the "Issuer"). The Issuer's principal
executive offices are located at 65 Igal Alon Street, Tel Aviv 67443, Israel.
ITEM 2. IDENTITY AND BACKGROUND.
The names of the person and entity filing this statement are Shimon Citron
("Mr. Citron") and Citron Investments Ltd. ("Citron Investments"). Mr. Citron's
address is 4 Ovadia Street, Ramat Gan 52245, Israel. Mr. Citron's principal
occupation is as the Chief Executive Officer and a director of the Issuer. The
Issuer has a principal business of binary options trading and supporting
interactive gaming technology through third parties, with its principal
executive offices located at 65 Igal Alon Street, Tel Aviv 67443, Israel.
During the last five years, Mr. Citron and Citron Investments have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
Mr. Citron is a citizen of the State of Israel.
Citron Investments, a company organized under the laws of the State of
Israel, has a principal business of investments. Citron Investments has a
principal business address of 4 Ovadia Street, Ramat Gan 52245,
Israel, with its principal office located at 4 Ovadia Street, Ramat Gan 52245,
Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 10, 2008 the board of directors of the Issuer (the "Board") approved
the entry of the registrant into a convertible debt transaction with Mr. Citron,
subject to shareholder approval at a special meeting in lieu of an annual
meeting (the "Meeting").
On April 29, 2008, the holders of a majority of the shares of the Issuer's
common stock represented at the Meeting approved the transaction loan agreement
documents documented by a Convertible Loan Agreement, a Convertible Promissory
Note, a Security Agreement and a Common Stock Purchase Warrant, all of which
were dated as of March 6, 2008. The Common Stock Purchase Warrant ("Warrant") to
purchase up to $500,000 worth of shares of common stock of the registrant,
calculated as $500,000 divided by the conversion price of $0.0595 per share
would permit the purchase of 8,403,361 shares of common stock. In August 2008,
the Board approved a loan from Mr. Citron under similar terms but with no assets
pledged as collateral for an amount of $50,000, thereby entitling Mr. Citron to
an additional warrant to purchase 840,336 shares of common stock of the
registrant at an exercise price of $0.0595 per share (the "Additional Warrant").
On February 25, 2010, the Board issued the Warrant to Mr. Citron pursuant to
which Mr. Citron has the right to purchase 2,941,176 shares of Common Stock of
the Issuer. In addition, on such date, the Board issued Mr. Citron the
Additional Warrant. The Warrant has an exercise price of $0.0595 per share and a
termination date of 5 years from March 6, 2008. The Additional Warrant has an
exercise price of $0.0595 per share and a termination date of 5 years from
August 13, 2008.
SCHEDULE 13D/A
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CUSIP NO. 972638100 Page 5 of 7 Pages
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In addition, on September 15, 2008 the Board issued to Mr. Citron options to
purchase 1,000,000 shares of Common Stock of the Issuer. On April 3, 2006 and
July 31, 2007, the Board issued Citron Investments options to purchase 1,863,000
and 500,000 shares, respectively, of Common Stock of the Issuer. Mr. Citron also
purchased in the open market an aggregate of 263,971 shares of Common Stock of
the Issuer during 2005 and 2007.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, this statement is being filed in connection
with the acquisition by Mr. Citron of warrants to purchase Common Stock as part
of the convertible loan transaction between Mr. Citron and the Issuer.
Mr. Citron does not have any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Mr. Citron beneficially owns (with sole right to vote and to
dispose of) an aggregate of 7,476,473 shares of Common Stock (includes rights to
acquire 4,448,179 shares of Common Stock) representing 20.3% of the Issuer's
outstanding Common Stock. Except as set forth in this Item 5, Mr. Citron does
not own beneficially any shares of the Issuer. Citron Investments beneficially
owns (with sole right to vote and to dispose of) an aggregate of 2,363,000
shares of Common Stock (includes rights to acquire 2,363,000 shares of Common
Stock) representing 6.8% of the Issuer's outstanding Common Stock. Except as set
forth in this Item 5, Citron Investments does not own beneficially any shares of
the Issuer.
SCHEDULE 13D/A
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CUSIP NO. 972638100 Page 6 of 7 Pages
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Mr. Citron may be deemed to beneficially own the 2,363,000 shares of Common
Stock of the Issuer held by Citron Investments (as a right to acquire such
shares), a company for which Mr. Citron is the sole shareholder. In such case,
Mr. Citron would be deemed to beneficially hold 25.1% of the Common Stock of the
Issuer.
(c) Mr. Citron received warrants to purchase a total of 3,781,512 shares of
Common Stock on February 25, 2010. Except for the conversion described above, no
transactions in the class of securities reported have been effected during the
past 60 days by Mr. Citron or Citron Investments.
(d) To the knowledge of Mr. Citron or Citron Investments, no other person
or entity besides Mr. Citron or Citron Investments has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities of Issuer reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the reporting persons or, to the knowledge of the
reporting persons, any other person or Mr. Citron or Citron Investments, or
between such persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this statement:
Exhibit 10.1 Convertible Loan Agreement dated as of March 6, 2008*
Exhibit 10.2 Convertible Promissory Note dated as of March 6, 2008*
Exhibit 10.3 Security Agreement dated as of March 6, 2008*
Exhibit 10.4 Common Stock Purchase Warrant dated as of March 6, 2008*
Exhibit 99.1 Joint Filing Agreement, dated as of March 9, 2010, by and
among Shimon Citron and Citron Investments Ltd. (Filed
herewith)
* Incorporated by reference to Exhibits 10.1, 10.2, 10.3 and 10.4, respectively,
of the Issuer's Current Report on Form 8-K filed on March 13, 2008.
SCHEDULE 13D/A
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CUSIP NO. 972638100 Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 9, 2010 /s/ Shimon Citron
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Shimon Citron
CITRON INVESTMENTS LTD.
/s/ Shimon Citron
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(Signature)
Shimon Citron,
CEO and General Manager
(Name and Title)
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).