Attached files
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| EX-10.2 - Mobicard Inc. | ex10-2.htm |
| EX-10.1 - Mobicard Inc. | ex10-1.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): March 18, 2015
PEER TO PEER NETWORK
(Exact name of registrant as specified in its charter)
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Nevada
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001-33968
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45-4928294
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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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2360 Corporate Circle, Suite 400, Henderson, NV
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89074-772
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (702) 608-7360
n/a
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Settlement Agreement
On March 18, 2015, the Board of Directors of Peer to Peer Network, a Nevada corporation (the "Company") authorized the execution of that certain settlement agreement and stipulation dated March 19, 2015 (the "Settlement Agreement") with IBC Funds LLC, a Nevada limited liability company ("IBC Funds").
The Company had certain payables outstanding due and owing to creditors aggregating $39,574.55 (collectively, the "Payables"). IBC Funds purchased the Payables from their respective holders and subsequently filed a claim against the Company in the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the "Circuit Court"), Case No. 2015 CA 1486 (the "Claim"), for the payment of the Payables. Thus, the Company and IBC Funds desired to resolve and settle the Payables and entered into the Settlement Agreement. In accordance with the terms and provisions of the Settlement Agreement, the Company and IBC Funds agreed to submit the Settlement Agreement to the Circuit Court for a hearing on fairness of such terms and conditions and the issuance of settlement shares exempt from registration. In settlement of the Claims, the Company shall initially issue and deliver to IBC Funds in one or more traunches shares of its common stock sufficient to satisfy the compromised amount at a 42% discount to market based on the market price during the valuation period and further issue to IBC Funds 4,800,000 free-trading shares as a settlement fee (collectively, the "Settlement Shares").
The Circuit Court Judge, Honorable Rochelle T. Curley, issued an Order dated March 20, 2015 reflecting that a hearing was held as to the fairness of the terms and conditions of the Settlement Agreement and order that the resale of the Settlement Shares by IBC Funds will be exempt from registration under the Securities Act of 1933, as amended (the "Securities "Act"), in reliance upon Section 3(a)(1) of the Securities Act.
The Board of Directors determined it was in the best interests of the Company and its shareholders to enter into the Settlement Agreement and resulting 3(a)(10) issuance of Settlement Shares in order to ensure the acceleration of generation of revenue from multiple sources.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.1 Settlement Agreement and Stipulation dated March 19, 2015 between Peer to Peer Network and IBC Funds LLC.
10.2Circuit Court Order Granting Approval of Settlement Agreement and Stipulation dated March 20, 2015.
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PEER TO PEER NETWORK
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/s/ Marc Lasky
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Marc Lasky
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Chief Executive Officer
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| Date: March 25, 2015 |
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