Attached files
| file | filename |
|---|---|
| EX-10.2 - Willing Holding, Inc. | v179818_ex10-2.htm |
| EX-10.1 - Willing Holding, Inc. | v179818_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 earliest event reported): March 26, 2010
WILLING HOLDING,
INC.
(Exact
name of registrant as specified in its charter)
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Florida
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000-53234
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26-0655541
|
||
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
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21218 St.
Andrews Ave. #131
Boca Raton, FL
33432
(Address
of principal executive offices) (Zip Code)
(561)
705-4386
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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On March
23, 2010, the registrant Willing Holding, Inc., a Florida corporation (the
“Company”) and 11i Solutions, Inc., a Georgia corporation (“11i Solutions”),
entered into a Purchase Agreement (the “Agreement”), effective March 26,
2010. The parties additionally entered into an Escrow Agreement
(“Escrow Agreement”) on March 26, 2010. As per the terms of the
Agreement 11i Solutions will acquire a majority position in the capital stock of
the Company (the “Agreement”). The Board of Directors of the Company has
unanimously approved the Purchase Agreement. Unless otherwise indicated, we
refer to the Company, as we, us, or our, in this Current Report on Form 8-K
(“Form 8-K Report”).
11i Solutions provides wireless
technologies and other services and hardware to a variety of rapidly expanding
markets, specifically: critical infrastructure security, antiterrorism, homeland
security, intelligence, and law enforcement. 11i has designed and developed
innovative, multi-purpose solutions, addressing the growing problem of the
malicious use of cellular-wireless technology. 11i targets the commercial,
government and international markets for its products and services. 11i
Solutions is headquartered in Kennesaw, Georgia.
Upon the
terms and subject to the conditions of the Agreement, 11i Solutions purchased
25,000,000 shares of the Class A common stock of the Company (the “Shares”)
pursuant to the distribution terms provided in the Escrow Agreement for
$225,000.00. Pursuant to the terms of the Agreement Thomas L.
DiStefano III resigned as chief executive officer of the Company and Domingo M.
Silvas III was appointed as the new chief executive
officer. Additionally, Melissa K. Conner resigned as a director of
the Company under the terms of the Agreement. The Agreement provides that Mr.
DiStefano and Mr. Silvas will serve as co-chairmen of the Company until all
closing conditions under the Agreement and the Escrow Agreement have been
satisfied. The terms of the Agreement include 11i Solutions paying
all the outstanding debt obligations of the Company during a ninety
day period commencing on March 26, 2010, the effective date of the
Agreement. At such time as the full purchase price for the Shares has
been paid and all outstanding debt obligations of the Company have been
discharged under the terms of the Escrow Agreement, Mr. DiStefano will resign
from his position as co-chairman of the Company.
The Company’s new chief executive
officer and co-chairman Domingo M. Silvas III, served in the United States Army
NG as a combat medic from March 1992 to March1996. From Dec 1996
through March 2000 he was an operation manager for NAF located in Germany. In
2000 he founded Leads Direct a web-based online management/delivery system for
clients and their sales associates. From March 2005 to September 2007
Mr. Silvas was a senior project director for Core Technologies. In
August 2007, Mr. Silvas founded 11i Networks, Inc. and became its Chairman where
he raised the initial startup capital, and recruited the management
team. In Jan 2010, 11i Networks,
Inc.’s subsidiary 11i Solutions, Inc. was launched as a wireless
technology company with products and solutions developed for anti-terrorism and
homeland security. In July 2009, while serving as chairman
of 11i Networks, Inc., Mr. Silvas became chief executive officer of
AquaGold International Inc. (OTCPK:AQUI) a water bottling company with the
purpose of restructuring its management team and creating business
development opportunities. Mr. Silvas resigned
from AquaGold
International Inc. in December 2009 to concentrate exclusively on 11i
Solutions, Inc. and its capital formation, technology development,
business development and transition from a private to public
company.
The Company is not aware of any
arrangement or understanding between Mr. Silvas and any other person, pursuant
to which he was selected as a director except as provided in the
Agreement. Mr. Silvas is not a party to any transaction or currently
proposed transaction with the Company that is reportable under Item 404(a) of
Regulation S-K.
The
Agreement contains certain rescission rights for both the Company and 11i
Solutions including without limitation the mutual right to rescind the Agreement
if 11i Solutions has not complied with the terms of the Agreement, including
full payment of the purchase price for the Shares within the ninety day
term.
The
foregoing descriptions of the Agreement and Escrow Agreement are only
summaries, do not purport to be complete and are qualified in their entirety by
reference to the Agreement and Escrow Agreement, attached as Exhibits 10.1 and
10.2 to this Form 8-K Report, which agreements are incorporated herein by
reference.
2
The
Agreement and Escrow Agreement have been included to provide security holders
with information regarding their terms. The representations, warranties and
covenants contained in the Agreement and Escrow Agreement were made
only for purposes of the Agreement and as of specified dates, were solely for
the benefit of the parties to the Agreement, and may be subject to limitations
agreed upon by the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in connection with the
execution of the Agreement and Escrow Agreement. The representations and
warranties may have been made for the purposes of allocating contractual risk
between the parties to the Agreement and Escrow Agreement instead of
establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to potential investors and other third parties. Information
concerning the subject matter of the representations and warranties may change
after the date the Agreement and Escrow Agreement, which subsequent information
may or may not be fully reflected in the Company’s public
disclosures.
Item
9.01 Financial Statements and Exhibits.
The following exhibits are filed
herewith:
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Exhibit No.
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Description
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10.1
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Share
Purchase Agreement by and among Willing Holding, Inc., 11i Solutions,
Inc., and Thomas L. DiStefano III, effective as of March 26,
2010.
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10.2
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Escrow
Agreement by and among Willing Holding, Inc., 11i Solutions, Inc., and the
additional party named therein serving as escrow agent, dated as of March
26, 2010.
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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.
Dated: April
1, 2010
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WILLING
HOLDING, INC. (Registrant)
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By:
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/s/ Domingo M. Silvas III
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Name:
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Domingo
M. Silvas III
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Title:
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Chief
Executive Officer and Co-Chairman
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Share
Purchase Agreement by and among Willing Holding, Inc., 11i Solutions,
Inc., and Thomas L. DiStefano III, effective as of March 26,
2010.
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10.2
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Escrow
Agreement by and among Willing Holding, Inc., 11i Solutions, Inc., and the
additional party named therein serving as escrow agent, dated as of March
26, 2010.
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