Attached files
| file | filename |
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| EX-10.1 - EX-10.1 - Axiologix Education Corp | v208907_ex10-1.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 Event Earliest Reported): January 27, 2011 (January 24,
2011)
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Axiologix
Education Corporation
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(Exact
name of registrant as specified in its
charter)
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Nevada
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333-161321
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61-1585332
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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501 Scarborough Dr., Suite
308E
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Egg
Harbor Township, NJ 08234
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(Address
of principal executive
offices)
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(609)
646-2005
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(Registrant's
telephone number)
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(Former
name or former address, if changed since last
report.)
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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 Instructions A.2 below):
¨
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
1.01 Entry into Material Definitive Agreement.
On
January 24, 2011, we entered into an asset purchase agreement with
Edumedia Software Solutions Corporation (“Edumedia”) to acquire Edumedia’s
assets used or held for us in connection with its E*Pad software platform in
exchange for 10,000,000 shares of our common stock and $120,000 in cash payable
in equal weekly installments of $2500.
Item
2.01. Completion of Acquisition or Disposition of Assets
On
January 24, 2011, we closed on the Edumedia transaction described in Item 1.01
above.
Item
3.02. Unregistered Sales of Equity Securities
On
January 24, 2011, we issued 10,000,000 shares of our common stock in the closing
under the asset purchase agreement for the Edumedia transaction described in
Item 1.01 above. Our securities were offered and sold solely to
an accredited investor in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended since the issuance did
not involve a public offering, the recipient took the shares for investment and
not resale and we took appropriate measures to restrict transfer.
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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Asset
Purchase Agreement with Edumedia Software Solutions
Corporation
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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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Date: January
27, 2011
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Axiologix
Education Corporation
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a
Nevada corporation
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By:
/s/ John P. Daglis
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Name:
John P. Daglis
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Title:
President, Chief Executive Officer, Treasurer,
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Principal Accounting Officer, Chief Financial
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Officer and Director
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