(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
(Address of principal executive offices)
(Registrant's Telephone number)
(Former Name or Former Address, if Changed Since Last Report)
On March 14, 2011, Bazi International, Inc. (the "Company") terminated the Company's exclusive investment banking agreement with John Thomas Financial ("JTF"), dated December 23, 2009, and releasing the Company from any further obligation to JTF under the investment banking agreement. In consideration for the termination of the investment banking agreement, and any liability thereunder, the Company agreed to issue JTF 500,000 shares of the Company's Common Stock, $0.01 par value.
The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The offer and sale of the Shares is exempt from the registration requirements of the Securities Act, pursuant to Regulation D and/or Section 4(2) thereunder.
See Item 3.02 above.
Bazi International, Inc. |
By: | /s/ John Pougnet |
Name: John Pougnet | |
Title: Chief Financial Officer |