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: February 28, 2010
Commission
File Number: 001 – 32032
CONVENIENTCAST
INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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83-0375241
|
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(state
or other jurisdiction of
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(I.R.S.
Employer I.D. No.)
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incorporation
or organization)
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1174 Manitou Dr., PO Box
363, Fox Island, WA 98333
(Address
of principal executive offices)
(253)
549-4336
Issuer’s
telephone number
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the 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 under the Exchange Act (17 CFR 240.14a -12) |
| 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
1.02 Termination of a Material Definitive Agreement
On
December 8, 2009, Convenientcast Inc. (the “Company”, “we”, “us”) entered into
an acquisition agreement with Global Fusion Media Inc. (“Global Fusion”).
Pursuant to the terms of the acquisition agreement, we agreed to acquire C-Store
Network, LLC (“C-Store”), a private company fully owned by Global Fusion and
engaged in the business of advertising in exchange for the issuance of
32,000,000 shares of our common stock to Global Fusion.
Conditions
to the acquisition were not satisfied and no shares were issued, therefore the
agreement to acquire C-Store Network, LLC has been terminated.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective
February 26, 2010, Norman Knowles, Gregory Trevor, and Shane Arsens resigned
from our board of directors. There were no disagreements between
Messers. Knowles, Trevor or Arsens and our company’s policies or
procedures.
Current
board member, Kevin M. Murphy has consented to serve as President/CEO and
current board member Howard Bouch has consented to serve as
Secretary/CFO.
There are
no family relationships among Mr. Murphy and the Registrant or Mr. Bouch and the
Registrant. There were no transactions or proposed transactions
between the Company and Mr. Murphy nor the company and Mr. Bouch which would be
required to be reported hereunder. Following is a brief description
of Mr. Murphy’s and Mr. Bouch’s business experience.
Mr.
Murphy, age 63, is an international consultant, with many years of executive
management experience in corporate reorganization, finance, administration, and
new business development. He has served on the Board of Directors of several
companies. Mr. Murphy has served as President and Director of
Greenleaf Forum Investments,Inc. from February 2000 to present. Mr. Murphy
became CEO and Chairman of the Board of Absolute Future.Com, Inc. on August 15,
2001. He applied for reorganization for Absolute Future.Com through
the Federal Bankruptcy Courts January 31, 2002. Mr. Murphy has served as
President and Director of Greenleaf Forum Investments, Inc. from February 2000
to present. Mr. Murphy has served as President and Director of Wannigan Capital
from September 2002 to the present. Mr. Murphy is associated with Neighborhood
Choices, a private company, in the International Domain registration and resale
industry, and has served as President and Director from incorporation in April
of 2006 to present. Mr. Murphy has served as President and Director of Evergreen
Firewood Inc., a private company in the Alternate Fuel industry from March 2007
to present. Mr. Murphy has served as Director of Convenientcast Inc. (formerly
Lone Mountain Mines) from August 15th, 2003 to present. Mr. Murphy has served as
President and Director of Silver Mountain Mines Inc. a private company from
November 29th, 2007 to present. Mr. Murphy has served as President and Director
of Black Hawk Exploration, Inc. from July 2009 to present and its two wholly
owned subsidiaries Blue Lithium, Inc. since August 2009 and Golden Black Hawk,
Inc. from December 2009 to the present. Mr. Murphy is an alumnus of the
University of California (UCLA), Los Angeles School of Economics and the
California State University (CSULA) at Los Angeles's School of Business, and is
an Alumni of Sigma Alpha Epsilon.
Mr.
Bouch, age 64, is a Private Practice Chartered Accountant with over 36 years of
Public and Private international experience. Mr. Bouch originally qualified as a
Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined
Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo
American Corp, Zambia working as Head Office Chief Accountant for Nchanga
Consolidated Copper Mines (world's 2nd largest) from 1972 - 1976. In 1976, Mr.
Bouch returned to the UK and joined Babcock and Wilcox, Engineers,
Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr.
Bouch was Chief Accountant of a private building firm in Cumbria, England from
1978 - 1984. In 1984 Mr. Bouch established a Private Practice as a
Chartered Accountant and continues to provide professional services to Cumbrian
firms to the present. Mr. Bouch is a Director of Viavid Broadcasting Inc., a
fully reporting, US Public Company, trading on the Pink Sheets under the symbol
VVDB; also of UTEC, Inc. symbol UTEI.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: February 28, 2009 |
CONVENIENTCAST
INC.
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By:
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/s/
Kevin
Murphy
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Kevin
Murphy,
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Director,
President, Chief
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Executive
Officer
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