SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2011
NATIONAL INTELLIGENCE ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
1800 Ravinia Place
Orland Park, IL 60462
(Address of principal executive offices)
(Registrants Telephone Number)
Copy of all Communications to:
Carrillo, Huettel & Zouvas, LLP
3033 Fifth Avenue, Suite 400
San Diego, CA 92103
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 31, 2011, National Intelligence Association, Inc., a Nevada corporation (the Company) entered into a Consulting Agreement (the Consulting Agreement) with Equities Awareness Group (EAG) pursuant to which EAG shall assist the Company with its investor relations efforts for a period of 12 months in exchange for: i) cash in the amount of $35,000 per month; ii) a one-time issuance of 4,000,000 restricted shares of the Common Stock of the Company; and iii) $50,000 worth of warrants (the Warrant) at an exercise price of $0.10 exercisable for a period of 3 years.
The foregoing summary description of the terms of the Consulting Agreement and Warrant may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Consulting Agreement and Warrant, this reference is made to such documents, which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by this reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
ITEM 3.02 UNREGISTERED SHARES OF EQUITY SECURITIES
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (Securities Act), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an Investor) confirmed to the Company that it or he is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Description of Exhibit
Consulting Agreement between National Intelligence Association, Inc. and Equities Awareness Group dated March 31, 2011
Warrant between National Intelligence Association, Inc. and Equities Awareness Group dated March 31, 2011
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL INTELLIGENCE ASSOCIATION, INC.
Dated: April 8, 2011
/s/ James J. Miller
James J. Miller
Chief Executive Officer