Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT10_2 - China Intelligence Information Systems Inc. | exhibit10_2.htm |
| EX-10.1 - EXHIBIT10_1 - China Intelligence Information Systems Inc. | exhibit10_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): May 24, 2010
|
CHINA
VOIP & DIGITAL TELECOM INC.
|
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(Exact
name of registrant as specified in its
charter)
|
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Nevada
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333-131017
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98-0509797
|
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
|
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incorporation
or organization)
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11th
Floor Tower B1, Yike Industrial Base, Shunhua Rd,
High-tech
Industrial Development Zone, Jinan, China 250101
|
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(Address
of principal executive offices)
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86-531-87027114
(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 the registrant under any of the following
provisions (see
General Instruction A.2. below):
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
1.01 Entry into a Material Definitive Agreement.
On May
24, 2010, China VoIP and Digital Telecom Inc., a Nevada corporation (the
“Company”), entered into the Stock Purchase Agreements (each, a “May 24 Purchase
Agreement” and together, the “May 24 Purchase Agreements”) with three investors
named therein (the “May 24 Investors”) to sell in a private placement to the May
24 Investors 9,000,000 shares in total (each investor purchased 3,000,000
shares) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), for $0.27 per share (the “May 24 Shares”) for an aggregate purchase
price of $2,430,000. The Company will issue the May 24 Shares within
thirty five (35) working days after the signing of the May 24 Purchase
Agreement.
On May
25, 2010, the Company entered into a Stock Purchase Agreement (the “May 25
Purchase Agreement,” and together with the May 24 Purchase Agreements, the
“Agreements”) with the investor named therein (the “May 25 Investor,” and
together with the May 24 Investors, the “Investors”) to sell in a private
placement to the May 25 Investor 1,000,000 shares of the Common Stock for $0.27
per share (the “May 25 Shares,” and together with the May 24 Shares, the
“Shares”) for an aggregate purchase price of $270,000. The Company
will issue the May 25 Shares within thirty five (35) working days after the
signing of the May 25 Agreement.
Copies of
the forms of the Agreements described above are filed as Exhibits 10.1 and 10.2
and the above summary of the agreements is qualified in its entirety by
reference to such agreements, which are incorporated herein.
Item
3.02 Unregistered Sale of Equity Securities.
As
described in more detail in Item 1.01 of this Report on Form 8-K, the Company
will issue to the Investors the Shares within thirty five (35) working days
after the signing of the Agreements. The issuance of the shares of
Common Stock described in the preceding sentence is exempt from registration
under the Securities Act of 1933 (the “Act”) by reason of the exemption provided
by Section 4(2) of the Act for a transaction not involving a public
offering.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Form
of Stock Purchase Agreements dated as of May 24, 2010 by and between the
Company and the investors named therein.
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10.2
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Form
of Stock Purchase Agreement dated as of May 25, 2010 by and between the
Company and the investor named
therein.
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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.
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CHINA
VOIP & DIGITAL TELECOM, INC.
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|||
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Date:
June 4, 2010
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By:
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/s/
Li Kunwu
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Li
Kunwu
President
and Chief Executive Officer
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Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Form
of Stock Purchase Agreements dated as of May 24, 2010 by and between the
Company and the investors named therein.
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10.2
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Form
of Stock Purchase Agreement dated as of May 25, 2010 by and between the
Company and the investor named
therein.
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