SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2011
NATIONAL INTELLIGENCE ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
1800 Ravinia Place
Orland Park, IL 60462
(Address of principal executive offices)
(Registrants Telephone Number)
(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo Huettel, LLP
3033 Fifth Avenue, Suite 400
San Diego, CA 92103
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))
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 27, 2011, National Intelligence Association, Inc. (the Company) entered into a Settlement Agreement and General Mutual Release (the Settlement Agreement) with Dr. Luis Carrillo Diaz (Holder). Pursuant to the terms of the Settlement Agreement, the Company issued 500,000 shares (the Shares) of its common stock to Holder for the cancellation of that certain Promissory Note (the Note) issued by the Company in favor of the Holder on April 12, 2011 to evidence funds previously loaned by the Holder. The Note had a principal amount of $5,000 and accrued simple interest at a rate of 10% per annum and was due and payable on demand upon ten (10) days written notice.
The foregoing summary description of the terms of the Settlement Agreement may not contain all information that is of interest. For further information regarding the terms and conditions of the Settlement Agreement, reference is made to such Agreement, which is filed as Exhibit 10.1, hereto, and is incorporated by reference.
UNREGISTERED SHARES OF EQUITY SECURITIES.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (Securities Act), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an Investor) confirmed to the Company that it or he is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being acquired were being acquired for investment intent and were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
FINANCIAL STATEMENTS AND EXHIBITS