Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - Oxford City Football Club, Inc. | ex10_1.htm |
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): October 25, 2011
Smart Kids Group, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 333-153294 | 05-0554762 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Suite 234, 9768-170 St. Edmonton, AB Canada | T5T 5L4 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (780) 222-6257
|
___________________________________________________ (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 (17CFR 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)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On October 25, 2011, Smart Kids Group, Inc., a Florida corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain License Agreement with Smart Kids International Holding, Inc., a Nevada corporation (“SKIH”), dated June 20, 2005. The Amendment allows the Company to pay the monthly license fee to SKIH in the form of common stock in the Company.
The following description of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 is incorporated into this Item 3.02 by reference.
On October 25, 2011, the Company issued the following shares:
§ 38,000,000 shares of common stock to SKIH under the License Agreement and Amendment;
§ 46,882,500 shares of common stock to the Company’s accountants for services rendered; and
§ 30,000,000 shares of common stock to a private investor for $30,000.
The above issuances were made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment to the License Agreement, dated October 25, 2011 |
| 2 |
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.
Smart Kids Group, Inc.
/s/ Richard Shergold
Richard Shergold
Chief Executive Officer
Date: October 25, 2011
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