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EX-10.2 - EXHIBIT 10.2 - SAHARA MEDIA HOLDINGS, INC.ex102.htm
EX-10.3 - EXHIBIT 10.3 - SAHARA MEDIA HOLDINGS, INC.ex103.htm
EX-10.1 - EXHIBIT 10.1 - SAHARA MEDIA HOLDINGS, INC.ex101.htm
EX-4.1 - EXHIBIT 4.1 - SAHARA MEDIA HOLDINGS, INC.ex41.htm
EX-4.2 - EXHIBIT 4.2 - SAHARA MEDIA HOLDINGS, INC.ex42.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): June 7, 2010

YOUBLAST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 000-52363 74-2820999
(State or Other Jurisdiction of Incorporation)     (Commission File Number)   (I.R.S. Employer Identification Number)
     
81 Greene Street, 4th Floor
New York, New York 10012
(Address of principal executive offices) (zip code)

(212) 465-3428
 (Registrant's telephone number, including area code)

Copies to:
Marc Ross, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725


(Former name, 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):

[ ] 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 June 7, 2010, YouBlast Global, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with John Thomas Bridge & Opportunity Fund, L.P. (the “Fund), whereby the Company agreed to sell, and the Fund agreed to purchase, in two tranches, up to $250,000 in principal amount of debentures (the “Debentures”) for an aggregate purchase price of $250,000.  In connection with the purchase of the Debentures, the Company has agreed to issue to the Fund warrants (the “Warrants”) to purchase up to 2,000,000 shares of its Common Stock at an exercise price of $0.50 per share.

Pursuant to the Purchase Agreement, on June 7, 2010, the Company sold to the Fund a Debenture in the principal amount of $100,000, and issued the Fund a Warrant to purchase 800,000 shares of its Common Stock,  for gross proceeds of $100,000.  As set forth in the Purchase Agreement, the Fund has agreed to purchase a second Debenture with a face value of $150,000 on or before June 30, 2010 for a purchase price of $150,000.  At the closing of the purchase of the second Debenture, the Company will issue to the Fund a Warrant to purchase up to 1,200,000 shares of its Common Stock.

The Warrants issued and to be issued to the Fund are exercisable for cash only unless a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Warrants is not available after June 7, 2011, after which the Warrants may be exercised on a cashless basis.  The Warrants are subject to adjustment as provided therein.

The Debentures pay interest at a rate of 16% per annum, payable in cash and is due on September 30, 2010.   The Company may extend the Debentures’ maturity date by three month periods if by the maturity date, the company notifies the Debenture holder and delivers to the Debenture holder $25,000 for the extension.  Upon the closing by the Company of one or more financings in which the Company receives gross proceeds of not less than $1,500,000 the Company shall pay an amount equal to 50% of the proceeds of such financing to reduce the principal amount of the Debentures.   If any Event of Default (as defined in the Debentures) occurs, the full principal amount of the Debentures, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become immediately due and payable in cash; provided, however, that in an Event of Default arising from a default in the payment of the principal amount or interest due on the Debenture, the Fund shall have the right to convert all or a portion of such principal of the Debentures into shares of Common Stock (and to receive cash on the (i) accrued interest and (ii) principal amount Holder elects not to convert).  If the Fund elects to convert all of the principal amount of the Debentures into shares of Common Stock then the number of shares of Common Stock issuable upon such conversion shall be an amount of Common Stock equal to the (i) multiple of (A) 20% times (B) Fully Diluted Shares outstanding at the Default Conversion Date (as defined in the Debenture) divided by (ii) 80%.

The Company and the Fund also entered into a Registration Rights Agreement, pursuant to which the Fund was granted piggy-back registration rights with respect to the shares issuable upon conversion of the Debenture or upon exercise of the Warrant (unless such shares may be sold pursuant to Rule 144) promulgated under the Securities Act of 1933, as amended.

John Thomas Financial, Inc. was the exclusive placement agent for the private placement and received a finder’s fee of $13,000 for this transaction and was also paid $13,000 in finders’ fees owed from a prior transaction.

The Company and the Fund also entered into a Royalty Agreement (the “Royalty Agreement”) pursuant to which the Company will pay the Fund 25% of the Net Revenue received by the Company and generated by its YouBlast social network in an amount not to exceed $250,000. The Agreement will terminate on the sooner of the payment by the Company of $250,000 pursuant to the Royalty Agreement or by mutual agreement of the Fund and the Company. As used in the Royalty Agreement, “Net Revenue” means the total gross sales price and/or monetary equivalent of any other consideration actually received by the Company, less discounts, rebates, refunds or reserves applicable thereto.
 
 
 
 

 
 
The forgoing descriptions of the Purchase Agreement, the Debenture, the Warrant, the Registration Rights Agreement and the Royalty Agreement do not purport to be complete and are qualified in their entirety by reference to these agreements which are attached as exhibits to this Current Report and are incorporated into this Item be reference.
 
In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities

See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit
Number
 
Description
4.1
Debenture issued to John Thomas Bridge & Opportunity Fund, L.P.
4.2
Warrant issued to John Thomas Bridge & Opportunity Fund, L.P.
10.1
Securities Purchase Agreement, dated June 7, 2010, between YouBlast Global, Inc. and John Thomas Bridge & Opportunity Fund, L.P.
10.2
Registration Rights Agreement, dated June 7, 2010, between YouBlast Global, Inc. and John Thomas Bridge & Opportunity Fund, L.P.
10.3
Royalty Agreement, dated June 7, 2010, between YouBlast Global, Inc. and John Thomas Bridge & Opportunity Fund, L.P.



 
 

 


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.
 
 
  YOUBLAST GLOBAL, INC.  
       
Dated: June 11, 2010   
By:
/s/ Philmore Anderson IV  
   
Name: Philmore Anderson IV
Title: Chief Executive Officer