UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Galaxy
Gaming, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
36318P105
(CUSIP
Number)
HANNAH
O’DONNELL
c/o
Bryan M. Williams, Esq.
Sklar
Williams PLLC
410 S.
Rampart Blvd., Suite 350
Las
Vegas, NV 89145
702-360-6000
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
(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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
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Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* 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).
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Hannah
O’Donnell
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(see
instructions)
(a) ☐(b) ☐
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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)
Not
applicable. Non-purchase increase in pro-rata ownership resulting
from issuer redemption of non-related majority
shareholders
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Citizen
of United Kingdom
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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
1,714,286
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8.
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SHARED
VOTING POWER
-0-
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9.
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SOLE
DISPOSITIVE POWER
1,714,286
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10.
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SHARED
DISPOSITIVE POWER
-0-
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,714,286
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(see
instructions)
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.
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TYPE OF
REPORTING PERSON (see instructions)
Individual
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Item
1. Security and Issuer.
The
class of equity securities to which this Schedule 13D relates is
common stock, $0.001 par value per share (“Common
Stock”) of Galaxy Gaming, Inc., a Nevada corporation (the
“Company” or the “Issuer”), with its
principal executive offices at 6767 Spencer Street, Las Vegas, NV
89119.
Item
2. Identity and Background.
(a)This
Schedule 13D is filed by and on behalf of Hannah O’Donnell,
an individual.
(b)The
Reporting Person’s address is 3750 Las Vegas Blvd. South,
Unit 2609 Las Vegas NV 89158.
(c)The
Reporting Person’s principal occupation or employment is:
retiree, private investments.
(d)The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e)The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction nor has the Reporting Person been nor is he
now subject to a judgment, decree, or final order enjoining further
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with
respect to such laws.
(f)The
Reporting Person is a citizen of the United Kingdom, and a Green
Card Resident of the United States.
Item
3. Source or Amount of Funds or Other
Consideration.
Not
applicable. Non-purchase increase in pro-rata ownership resulting
from Company redemption of non-related majority shareholders. See
footnote 1 above.
Item
4. Purpose of Transaction.
Not
applicable. Non-purchase increase in pro-rata ownership resulting
from Company redemption of non-related majority shareholders. See
footnote 1 above. The Reporting Person has initiated a lawsuit to
compel election of directors under NRS §78.345. See footnote 1
above.
The
Reporting Person may, from time to time and for his own account,
increase or decrease his beneficial ownership of Common Stock or
other securities of the Company. The Reporting Person has not
reached any decision with respect to any such possible actions.
If the Reporting Person does increase or decrease his
beneficial ownership of Common Stock or other securities of the
Company, he will timely file an appropriate amendment to this
Schedule 13D. Other than as described in this Schedule 13D
(including footnote 1 referenced above), the Reporting Person does
not have any plans or proposals which relate or would result
in:
(a)The acquisition by any person of additional securities of the
Company, or the disposition of securities of the
Company;
(b)An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c)A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d)Any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number
or term of directors or to fill any vacancies on the Board of
Directors of the Company; provided, however, the Reporting Person
has initiated a lawsuit to compel the election of directors, and
may present a slate of director candidates in proxy filings
conducted in connection with same (see footnote 1 above);
(e)Any material change in the present capitalization or dividend
policy of the Company;
(f)Any other material change in the Company's business or corporate
structure;
(g)Changes in the Company's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the
acquisition or control of the Company by any person;
(h)Causing a class of securities of the Company 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 Company 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)As
of the date hereof, the Reporting Person beneficially owns
1,714,286 shares of the Company’s Common
Stock.
(b)The
Reporting Person has sole voting and sole dispositive power over
such shares. No other person shares any voting or dispositive power
of such shares.
(c)Other
than the transactions described in Item 3 above, the Reporting
Person has not been involved in any transactions involving the
securities of the Company in the last 60 days.
(d)No
other persons are known that have the right to receive or the power
to direct the receipt of dividends from, or the proceeds of sale
of, such securities.
(e)Not
applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
No
other contracts, arrangements, understandings or relationships are
present than as otherwise disclosed in response to Items 2, 3, 4,
and 5, above.
Item 7. Material to Be Filed as Exhibits.
None.
SIGNATURE
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.
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/s/
Hannah O’Donnell
Signature
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June 6,
2019
Date
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