Attached files
| file | filename |
|---|---|
| EX-10.1 - World Surveillance Group Inc. | v198183_ex10-1.htm |
| EX-10.2 - World Surveillance Group Inc. | v198183_ex10-2.htm |
| EX-10.3 - World Surveillance Group Inc. | v198183_ex10-3.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): September 30, 2010
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-235332
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88-0292161
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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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17501 Biscayne Blvd., Suite
430, Aventura, Florida 33160
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (786) 288-0717
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))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION
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On
September 30, 2010, Sanswire Corp. (the “Company”) entered into agreements (the
“Agreements”) with Rocky Mountain Advisors Corp. (“Rocky”), Jonathan Leinwand
(“Leinwand”), and Daniyel Erdberg (“Erdberg”) (collectively, the
“Shareholders”), cancelling the conversion agreements (the “Conversion
Agreements”) previously entered into on May 5, 2009, with each of the
Shareholders.
The
Company and the Shareholders have agreed to cancel the Conversion Agreements and
reinstate the past wages or fees of $185,387, $319,118 and $121,487
(collectively, the “Wages”) owed to Rocky, Leinwand and Erdberg,
respectively. In connection with the cancellation of the Conversion
Agreements, the Shareholders have agreed to waive their rights to the 29,615
shares of Series E Preferred Stock, 50,978 shares of Series E Preferred Stock
and 19,407 shares of Series E Preferred Stock (collectively, the “Shares”)
deliverable to Rocky, Leinwand and Erdberg, respectively, allowing the Company
to cancel the Shares. As a result of the cancellation, the Company
has cancelled the Shares and agreed to reinstate the Wages as a debt on the
books of the Company.
As of the
date hereof, the Company is obligated on the Wages. The Wages are a
debt obligation arising other than in the ordinary course of business which
constitute a direct financial obligation of the Company.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
Number
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Description
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10.1
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Agreement,
dated September 30, 2010, by and between Sanswire Corp. and Rocky Mountain
Advisors Corp.
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10.2
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Agreement,
dated September 30, 2010, by and between Sanswire Corp. and Jonathan
Leinwand
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10.3
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Agreement,
dated September 30, 2010, by and between Sanswire Corp. and Daniyel
Erdberg
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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.
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Sanswire
Corp.
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(Registrant)
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Date: October
12, 2010
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/s/
Glenn Estrella
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Glenn
Estrella, CEO
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