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) April 26, 2012
PSYCHIC FRIENDS NETWORK INC.
(Exact name of registrant as specified in its charter)
Nevada 001-33968 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2360 Corporate Circle, Suite 400, Henderson, NV 89074-772
(Address of principal executive offices) (Zip Code)
(702) 608-7360
(Registrant's telephone number, including area code)
n/a
(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 April 30, 2012, pursuant to a certain Financing Agreement entered into with
Right Power Services Ltd, a foreign corporation, in connection with our March
30, 2012 acquisition of the assets of PFN Holdings, Inc., the Company accepted a
subscription agreement with Right Power Services Limited, a foreign corporation,
for a private placement representing the second tranche of investment as called
for under the Financing Agreement for issuance of 333,333 shares of its common
stock at a price of $0.75 per share for proceeds of $250,000. These shares were
issued without a prospectus, in reliance on the exemption from registration
found in Regulation S of the Securities Act of 1933, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On April 26, 2012, our board of directors appointed Dr. Peter Newton to a vacant
director position. Dr. Newton will stand for election at the Company's next
annual meeting of shareholders.
Dr. Newton is a medical doctor and entrepreneur. Dr. Newton has been in private
practice for over 15 years in Beverly Hills, CA. His entrepreneurial spirit
helped launch several businesses, both medically and non-medically related into
successful corporations. In 2003, he helped launch LaPeer Surgery Center and
Health Systems, a multi-million dollar surgery center and health group. In 2007,
he became a founding member of Beverly Hills Hospitality Group, LLC a real
estate/hospitality investment group where members are working on building and
developing a boutique hotel in Dana Point, CA. In 2010, he became a board member
of PriceDoc.com, a start-up healthcare pricing site recognized in the Wall
Street Journal, and featured on CBS news, NBC news, and ABC news, to name a few,
where cash paying consumers can shop for, compare and purchase affordable
medical and dental procedures from qualified providers in their area.
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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.
PSYCHIC FRIENDS NETWORK INC.
/s/ Marc Lasky
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Marc Lasky
Chief Executive Officer
Date: May 4, 2012
