Attached files
file | filename |
---|---|
EX-99.1 - CONSULTING AGREEMENT - Sibling Group Holdings, Inc. | ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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)
October
19, 2009
____________________________
SIBLING
ENTERTAINMENT GROUP HOLDINGS, INC.
(Formerly
SONA DEVELOPMENT CORP.)
(Exact
name of registrant as specified in charter)
Texas
(State or
other Jurisdiction of Incorporation or Organization)
000-28311
|
333
HUDSON STREET, 207
NEW
YORK, NY 10013
|
76-027334
|
(Commission File
Number)
|
(Address
of Principal Executive Offices and zip code)
|
(IRS Employer Identification
No.)
|
(212)
414-9600
(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 registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
|
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
3.02
|
UNREGISTERED
SALES of EQUITY SECURITIES
|
Since our
last 10-Q filing, on August 19, 2009 through the filing date of this report, we
sold 690,000 shares at a price of $0.05 per share or $34,500 in the
aggregate to two accredited investors. These shares were sold pursuant to our
“Series BB” private placement of up to 9,000,000 shares, or for an aggregate
offering price of $450,000. For every two shares purchased under the
“Series BB” private placement, one warrant is to be issued for the purchase of
one additional share at a price of $0.20 per share, and one warrant is to be
issued for the purchase of one additional share at a price of $0.50 per
share. Accordingly, these two investors may acquire up to an
additional 690,000 shares. Pursuant to our “Series BB” private
placement, the Company has sold 690,000 shares in the aggregate, or $34,500 in
the aggregate.
We
believe that the offer and sale of the foregoing units were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Sections
4(2) and 4(6) thereof and Regulation D as promulgated thereunder. The securities
were offered and sold only to persons believed by us to be, and who represented
to us in writing that they are, accredited investors as defined in Regulation
D.
In
addition, we entered into an agreement with Stocks That Move LLC on October 1,
2009 to provide a variety of corporate services including introducing the
Company to third party marketing companies, investment bankers and other
corporate promotion companies including StockThatMove.com in exchange for
restricted Common Stock in the aggregate of 2,000,000 shares.
As
previously reported, the Company initiated offers on August 1, 2009 for three
(3) executive compensation agreements with its principal officers Mitchell
Maxwell as its President and Chief Executive Officer; James Cardwell as its
Chief Operating Officer and Chief Financial Officer; and Richard Bernstein as
its Vice President, and reserved six million (6,000,000) shares.
In lieu
of completing a full executive compensation agreement, the Board authorizes the
Company to issue the allocation of shares to each of the officer as indicated as
of August 1, 2009 without any rights to redemption or forfeiture by the Company
if the Company or the officer fails to complete and executed compensation
agreements and at no time is this considered a waiver of compensation by any of
the officers for services rendered or to be rendered in the following
manner:
Mitchell
Maxwell – President / CEO
|
–
3,500,000 shares
|
James
Cardwell – COO / CFO
|
–
1,500,000 shares
|
Richard
Bernstein – Vice President
|
–
1,000,000 shares
|
At the
time of this filing, we a total of 21,764,066 shares (inclusive of the 8,690,000
shares which are the subject of this report) issued and
outstanding.
ITEM
5.02
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS
|
On October 8, 2009, Victoria Maxwell registered as an officer of the Company and from the Board of Directors.
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
99.1
|
CONSULTING
AGREEMENT with STOCK THAT MOVE
LLC
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
SIBLING
ENTERTAINMENT GROUP HOLDINGS, INC.
|
|||
Date: October 19,
2009
|
By:
|
/s/ James
Cardwell
|
|
James
Cardwell
Chief
Financial Officer
|
|||