Attached files
| file | filename |
|---|---|
| EX-3.2 - InterCore, Inc. | v206937_ex3-2.htm |
| EX-3.3 - InterCore, Inc. | v206937_ex3-3.htm |
| EX-3.5 - InterCore, Inc. | v206937_ex3-5.htm |
| EX-10.17 - InterCore, Inc. | v206937_ex10-17.htm |
| EX-10.18 - InterCore, Inc. | v206937_ex10-18.htm |
| EX-10.19 - InterCore, Inc. | v206937_ex10-19.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, 2010
(December
29, 2010)
|
HEARTLAND
BRIDGE CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other
jurisdiction
of incorporation)
|
000-54012
(Commission
File
Number)
|
27-2506234
(I.R.S.
Employer
Identification
No.)
|
1
International Boulevard, Suite 400
Mahwah,
NJ 07495
(Address
of principal executive offices) (zip code)
(201)
512-8732
(Registrant’s
telephone number, including area code)
I-Web
Media, Inc.
706
Hillcrest Drive
Richmond,
Texas 77469
(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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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
|
On
December 15, 2010, our Board of Directors approved the issuance of warrants to
purchase our common stock to certain of our officers, directors, and consultants
to reward and compensate them for their outstanding service to the
company. As a result, on December 29, 2010, we issued the following
warrants to purchase our common stock:
|
Name
|
No. of Warrants
|
Exercise Price
|
||||||
|
James
F. Groelinger
|
100,000 | $ | 1.50 | |||||
|
Frederick
Larcombe
|
50,000 | $ | 1.50 | |||||
|
Steven
H. Gifis
|
50,000 | $ | 1.50 | |||||
|
Frederick
Voight
|
50,000 | $ | 1.50 | |||||
|
Wayne
LeBlanc
|
50,000 | $ | 1.50 | |||||
|
L.
Bruce Glasser
|
50,000 | $ | 1.50 | |||||
These
warrants and the underlying shares are, restricted in accordance with Rule 144,
with an exercise price of One Dollar Fifty Cents ($1.50) per
share. The warrants vest 50% immediately and 50% in one year from the
issuance date, and expire on December 29, 2014. The issuance of
the warrants was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, and the recipients were either accredited or
sophisticated and familiar with our operations.
Item 5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Pursuant
to the Agreement to Purchase Common Stock (the “Agreement”) by and between our
former majority shareholder, Mr. Kenneth S. Barton, and Rockland Group, LLC, a
Texas limited liability company (“Rockland”), which closed on November 3,
2010, and under which Rockland agreed to purchase an aggregate of 10,000,000
shares of our common stock from Mr. Barton, Mr. Anthony R. Turnbull submitted
his resignation as a member of our Board of Directors, effective upon the
appointment of one or more Directors to serve on our Board of
Directors. We appointed new Directors to our Board of Directors,
effective December 29, 2010, and Mr. Turnbull’s resignation from our Board of
Directors was effective that same day. We are not aware of any
disagreements with Mr. Turnbull of the type required to be disclosed per Item
5.02(a) of this Form 8-K.
Effective
December 29, 2010, Mr. James F. Groelinger and Mr. Wayne LeBlanc were appointed
to our Board of Directors.
Mr. James
F. Groelinger has been our Chief Executive Officer since November
2010. Since 2007, Mr. Groelinger has also been the Managing Director
at Bellegrove Associates where he provides strategic guidance to emerging clean
energy entrepreneurs and companies. This guidance includes, but is
not limited to, evaluating potential energy-related investments, assisting
inventors with energy-related patents and products, as well as developing
strategies for creating joint ventures between U.S. and foreign entities or
governments. Since 2009, Mr. Groelinger has also been the Executive
Director of Clean Energy Alliance, Inc., which is a national association of
clean energy incubators for the purpose of fund raising, policy development, and
strategy. From 2001 to 2007, Mr. Groelinger was the Chief Executive
Officer, President and a Director of EPV Solar, Inc., which was a photovoltaic
technology company that developed a technology for the production of thin-film
photovoltaic products. As CEO and President of EPV Solar, Mr.
Groelinger led the company and oversaw sales as they increased from nil to more
than $20 million annually, developed products sales in the U.S., Germany, and
Spain, oversaw joint ventures with foreign manufacturers, and managed a complex
$60 million debt-for-equity recapitalization, setting the stage for a $70
million third-party financing and initial public offering. Mr.
Groelinger received his BChE from the City College of New York, New York, and
his MBA in Finance from Temple University.
2
Mr. Wayne
LeBlanc has been our Senior Managing Director for Business Development since
November 2010. Mr. LeBlanc is a senior business development
executive. Since 1999, Mr. LeBlanc has been a managing partner in
Solutions for Energy Management where he has been involved in brokering
electricity to large customers and serving as a consultant for demand side
management. Mr. LeBlanc is also currently a managing partner in
eMEDiSAFE, a company formed to address the recent requirements to convert to
electronic medical records to reduce health care costs. From
2007-2008, Mr. LeBlanc was Vice President of Business Development for EPV
Solar. In this position he was part of an executive team assembled to
secure capital for manufacturing expansion, both in the U.S. and
internationally, and recruitment of senior staff. From 2000-2004, Mr.
LeBlanc was a founder of Utility Choice Electric, the first independent retail
electric provider in Texas.
|
Item 5.03
|
Amendments
to Articles of Incorporation or Bylaws, Change in Fiscal
Year
|
Effective December
29, 2010, we amended our Articles of Incorporation to change our name to
Heartland Bridge Capital, Inc., and increasing our authorized common stock to
250,000,000 shares, par value $0.0001.
Effective
December 29, 2010, we amended and restated our Bylaws.
Effective
December 29, 2010, we changed our fiscal year from March 31st to December
31st.
Detailed
information regarding these corporate actions can be found in our Definitive
Information Statement on Schedule 14-C, filed with the Commission on December 7,
2010.
|
Item 8.01
|
Other
Information
|
On
December 16, 2010, we entered into a Promissory Note with Rockland Group, LLC, a
Texas limited liability company (“Rockland”), our largest shareholder and an
entity controlled by Harry Pond, one of our Directors. Under the
terms of the promissory note Rockland loaned us $10,000 at an interest rate of
15% per annum and with a maturity date of January 15, 2011.
On
December 27, 2010, we entered into a second Promissory Note with
Rockland. Under the terms of the promissory note Rockland loaned us
$5,000 at an interest rate of 15% per annum and with a maturity date of January
15, 2011.
|
Item 9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
|
2.1
(1)
|
Plan
of Reorganization of AP Corporate Services, Inc.
|
|
|
3.1
(1)
|
Articles
of Incorporation of I-Web Media, Inc. filed April 29,
2010
|
|
|
3.2
|
Amended
Articles of Incorporation of I-Web Media, Inc., filed December 8, 2010
(effective December 29,
2010)
|
3
|
3.3
|
Restated
Articles of Incorporation of Heartland Bridge Capital, Inc., filed
December 8, 2010 (effective December 29, 2010)
|
|
|
3.4
(1)
|
Bylaws
of I-Web Media, Inc.
|
|
|
3.5
|
Restated
Bylaws of Heartland Bridge Capital, Inc.
|
|
|
10.1
(1)
|
Form
of “A” Warrant
|
|
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10.2
(1)
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Form
of “B” Warrant
|
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10.3
(1)
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Form
of “C” Warrant
|
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10.4
(1)
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Form
of “D” Warrant
|
|
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10.5
(1)
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Form
of “E” Warrant
|
|
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10.6
(2)
|
Agreement
to Purchase Common Stock by and between Kenneth S. Barton, Rockland Group,
LLC, and I-Web Media, Inc., dated November 3, 2010
|
|
|
10.7
(2)
|
Securities
Purchase Agreement by and between I-Web Media, Inc. and Rockland Group,
LLC, dated November 4, 2010
|
|
|
10.8
(3)
|
Asset
Purchase Agreement with New Horizon, Inc. dated December 9,
2010
|
|
|
10.9
(3)
|
Convertible
Promissory Note Held by New Horizon, Inc. dated December 9,
2010
|
|
|
10.10
(3)
|
Assignment
of Rights Agreement with New Horizon, Inc. dated December 9,
2010
|
|
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10.11
(3)
|
Asset
Purchase Agreement with RWIP, LLC dated December 10,
2010
|
|
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10.12
(3)
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Convertible
Promissory Note Held by RWIP, LLC dated December 10,
2010
|
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10.13
(3)
|
Warrant
Agreement with RWIP, LLC dated December 10, 2010
|
|
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10.14
(3)
|
Consulting
Agreement with RWIP, LLC dated December 13, 2010
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|
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10.15
(4)
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Development
Services Agreement with NorthStar Partners Consulting, LLC, dated December
22, 2010
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10.16
(4)
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Warrant
Agreement with NorthStar Partners Consulting, LLC, dated December 22,
2010
|
|
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10.17
|
Promissory
Note Held by Rockland Group, LLC, dated December 16,
2010
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4
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10.18
|
Promissory
Note Held by Rockland Group, LLC, dated December 27,
2010
|
|
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10.19
|
Form
of Warrant Issued to Officers, Directors and Consultants on December 29,
2010
|
(1)
Incorporated
by reference from our Registration Statement on Form 10-12G/A filed with the
Commission on August 12, 2010.
(2)
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on
November 8, 2010.
(3)
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on
December 15, 2010.
(4)
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on
December 23, 2010.
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.
|
Dated: December
30, 2010
|
I-Web
Media, Inc.
|
|
a
Delaware corporation
|
|
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/s/ James F. Groelinger
|
|
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By: James
F. Groelinger
|
|
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Its: Chief
Executive Officer
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5