Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE ANNOUNCING AGREEMENT WITH CREATIVE LICENSING, INC - Max Sound Corp | f8k123009ex99i_soact.htm |
| EX-10.1 - AGREEMENT WITH CREATIVE LICENSING, INC. DATED DECEMBER 31, 2009 - Max Sound Corp | f8k123009ex10i_soact.htm |
| EX-99.2 - PRESS RELEASE ANNOUNCING CONSULTING AGREEMENT WITH ROY SCIACCA - Max Sound Corp | f8k123009ex99ii_soact.htm |
| EX-10.2 - AGREEMENT WITH ROY SCIACCA - Max Sound Corp | f8k123009ex10ii_soact.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) December 30, 2009
So
Act Network, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
|
000-51886
|
10685-B
Hazelhurst Drive #6572
Houston,
Texas 77043
|
26-3534190
|
||
|
(Commission
File Number)
|
(Address
of Principal Executive Offices and zip code)
|
(IRS
Employer Identification No.)
|
(210)
401-7667
(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:
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
December 30, 2009, So Act Network, Inc (the “Company”) entered into a
sponsorship advertising agreement (the “SAA Agreement”) with Creative Licensing,
Inc. (“CLI”). Pursuant to the Agreement, CLI has agreed to provide
advertising for the Company under the category “Sponsored By” status throughout
CLI's 2010 global program ‘Recreating a Legend’ Season One.
Furthermore,
in consideration for the Agreement, the Company shall issue to CLI 500,000
shares of the Company’s restricted common stock in exchange for CLI’s one-year
advertising for the Company under the category “Sponsored By” status throughout
CLI's 2010 global program ‘Recreating a Legend’ Season One.
The
foregoing description of the Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Agreement attached to this
current report on Form 8-K as Exhibit 10.1.
On
December 31, 2009, So Act Network, Inc (the “Company”) entered into a consulting
agreement (the “Consult Agreement”) with Roy Sciacca
(“Sciacca”). Pursuant to the Agreement, Sciacca has agreed to assist
the Company with marketing and promotion of the Company to the music and
television entertainment market, use his significant global experience in the
entertainment industry to establish contacts for the Company, use his experience
with Quepasa (cross-over to the television world) to help the Company establish
links to substantial foreign markets in the Latin Social Networking, music and
television communities and assist the Company with its cross over into the
entertainment world and adoption by a large audience of the Company’s style of
social/business networking.
Furthermore,
in consideration for the Agreement, the Company shall issue to Sciacca 500,000
shares of the Company’s restricted common stock in exchange for Sciacca’s
extensive consulting for the Company to help the Company substantially penetrate
the entertainment markets.
The
foregoing description of the Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Agreement attached to this
current report on Form 8-K as Exhibit 10.2.
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the CLI and Sciacca Agreements, we issued a total of 1,000,000 shares of our
common stock, par value $.001 per share, to CLI as compensation for services
rendered.
These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the 'Act'). These shares of our Common Stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a 'public offering' as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
these shareholders had the necessary investment intent as required by Section
4(2) since they agreed to and received share certificates bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not
be immediately redistributed into the market and therefore not be part of a
'public offering.' Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
Item
7.01 Regulation
FD Disclosure.
On
January 12, 2010 we issued a press release regarding the Company’s SAA Agreement
described in Item 1.01 above. The press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
On
January 12, 2010 we issued a press release regarding the Company’s Sciacca
Agreement described in Item 1.01 above. The press release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
The
information contained in the press release attached hereto is being furnished
and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that Section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
NUMBER
|
EXHIBIT
|
|
10.1
|
Agreement
with Creative Licensing, Inc. dated December 31, 2009.
|
|
10.2
|
Agreement
with Roy Sciacca
|
|
99.1
|
Press
Release announcing agreement with Creative Licensing,
Inc.
|
|
99.2
|
Press
Release announcing Consulting Agreement with Roy
Sciacca.
|
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.
|
Date:
January 12, 2010
|
By:
|
/s/
Greg
Halpern
|
|
Name:
Greg Halpern
Title:
President, Chief Executive Officer, Chief Financial
Officer
|
||