Attached files
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| EX-10 - JOINT VENTURE AGREEMENT - CYBERMESH INTERNATIONAL CORP. | ex10.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 22, 2011
CYBERMESH INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-52207
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98-0512139
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(State or other jurisdiction of
incorporation) |
(Commission File
Number)
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(IRS Employer
Identification No.)
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2517 Indian Farm Lane NW
Albuquerque, NM 87107
(Address of principal executive offices and Zip Code)
505-359-5002
Registrant's telephone number, including area code
#200-245 East Liberty Street
Reno, NV 89501
(888) 597-8899
(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:
¨ 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 22, 2011 the Registrant entered into a Joint Venture Agreement (“Agreement”) with ContentX Technologies, LLC, a California limited liability company (“ContentX”), whereby the parties will create a joint venture Nevada limited liability company with the name CTX/CYTL, LLC (“JV”). The JV will engage in the business of exploiting Contentx’s proprietary software (“Software”) designed to recapture royalties for unauthorized computer downloads of copyrighted material on the Internet. Pursuant to the terms of the Agreement, ContentX has exclusively licensed the Software to the JV and Registrant shall contribute $1,000,000 to the JV. For such contributions, ContentX and Registrant shall each own 50% of the JV. Additionally, Registrant shall issue 2,176,753 shares of its restricted common stock to ContentX.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10 hereto.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On June 22, 2011, pursuant the terms of the Agreement (above), Registrant issued 2,176,753 shares of its restricted common stock to ContentX.
The securities were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended (“Act”), pursuant to Section 4(2) of the Act and Rule 506 of Regulation D thereunder, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c)Exhibit
10 Joint Venture Agreement dated June 22, 2011 between Registrant and ContentX Technologies, LLC.
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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Dated: June 23, 2011.
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| CYBERMESH INTERNATIONAL CORP | |
| /s/ John Samuel Porter | |
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John Samuel Porter
President
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