Attached files
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| EX-10.27 - GREEN EQUITY HOLDINGS, INC. | v189125_ex10-27.htm |
United
States Securities And Exchange Commission
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of Earliest Event Reported): June 25,
2010
(January
29, 2010)
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CX2 TECHNOLOGIES, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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001-52396
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20-2889663
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3700 Airport Road, Suite
410B, Boca Raton, Florida 33431
(Address
of principal executive offices) (Zip Code)
(561)
347-9235
(Registrant's
telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
;the Exchange Act (17 CFR 240.14d-2(b))
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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 Entry into a Material Definitive Agreement
On April 30, 2010, CX2 Technologies,
Inc. (the "Company," "CX2" or the "Registrant") entered into a Stock Purchase
Agreement (the "Agreement") with Fusion Capital Investments Corp. ("Fusion
Capital"). Pursuant to the Agreement, Fusion has agreed to acquire a
majority of the Company's issued and outstanding shares of common stock via a
new stock issuance of 29,000,000 shares, in exchange for $55,100 in cash and
payment of the Company's legal fees related to the proposed
transaction. $25,000 of the purchase price will be paid at
the closing, with the remaining $30,100 already paid to the Company upon
execution of the Agreement.
Item
3.02 Unregistered Sales of Equity Securities
On January 29, 2010, the Registrant
issued a total of 4,925,750 shares of common stock to six
individuals – the Company's
CEO and five consultants – as compensation for services
rendered. The issuance of these shares was
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. 2,700,000 of these shares were
issued to Michael Rand, then the Company's CEO, President and sole
director.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective March 11, 2010, Michael Rand,
sole Director, President and CEO of CX2, resigned from all positions held with
the Company, including resigning from Board service. There was no
disagreement, as defined in 17 CFR 240.3b-7, between the Registrant and Mr. Rand
at the time of Mr. Rand's resignation from the Board of
Directors.
Also on March 11, 2010, the Company
appointed Lester Hahn as sole Director, President and CEO to replace Mr.
Rand. Mr. Hahn will serve as a director until his successor has been
elected at the next annual meeting of the Registrant's shareholders or until his
earlier resignation, removal, or death, and Mr. Hahn has not been appointed to
any committees of the Board as the Board does not presently have any
committees.
Mr. Hahn, age 80, has worked for the past four years as a
sales representative and shareholder relations for GEOCommand, Inc., a
consultant to CX2. Prior to joining GEOCommand,
Mr. Hahn was the President and owner of Hahn Sales, Inc., a manufacturer's
representative for organizations for home furnishings as well as an
importer. Hahn Sales, located in Stoughten, Massachusetts, was in
business for 37 years. Mr. Hahn attended Lowell Technological
Institute in Lowell Massachusetts in 1947 where he studied Textile Engineering.
He did not receive a degree.
Mr. Hahn does not have any employment
agreement or other compensatory agreement in place with the Company, and is not
presently being compensated for his service as an officer and director of the
Company.
The Registrant has not entered into any
transactions with Mr. Hahn described in Item 404(a) of Regulation
S-K. However, Mr. Hahn did receive 400,000 of
the shares issued by the Company in January of 2010 (described under Item 3.02
above) as compensation for consulting services he rendered to the
Company.
Mr. Hahn was not appointed pursuant to
any arrangement or understanding between Mr. Hahn and any other
person.
See Item 3.02 above for disclosure about
shares of stock issued to Michael Rand as compensation for unpaid wages prior to his
resignation.
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Financial
Statements and Exhibits
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(d)
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Exhibits
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Exhibit
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Description
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10.27
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Stock
Purchase Agreement by and between Fusion Capital Investments Corp. and CX2
Technologies, Inc., dated April 30,
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: June
25, 2010
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CX2
Technologies, Inc., a Nevada corporation
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By:
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/s/ Lester Hahn | ||
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Lester
Hahn, CEO
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