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EX-10.1 - AGREEMENT WITH GLOBAL EQUITY VENTURES, LLC DATED FEBRUARY 17, 2010 - Max Sound Corp | f8k021710ex10i_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) February 17, 2010
So
Act Network, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
000-51886
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10685-B
Hazelhurst Drive #6572
Houston,
Texas 77043
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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
February 17, 2010 So Act Network, Inc (the “Company”) entered into a consulting
agreement (the “Agreement”) with Global Equity Ventures, LLC
(“Global”). Pursuant to the Agreement, Global has agreed to provide,
on a non-exclusive basis, investor awareness and business advisory
services.
Furthermore,
in consideration for the Agreement, the Company shall issue to Global 1,000,000
non-refundable shares of the Company’s restricted common stock within one week
of signing the Agreement, in exchange for Global’s services for a period of 12
months.
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.
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Agreement with Global, we issued a total of 1,000,000 shares of our
common stock, par value $.001 per share, to Global 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
9.01 Financial Statements and Exhibits.
(d) Exhibits
NUMBER
EXHIBIT
10.1 Agreement
with Global Equity Ventures, LLC dated February 17, 2010.
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:
February 18, 2010
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By:
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/s/
Greg
Halpern
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Name:
Greg Halpern
Title:
President, Chief Executive Officer, Chief Financial
Officer
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