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Form 8-K for SANSWIRE CORP.
9-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 17, 2008, the Company entered into a subscription agreement (the "Subscription Agreement") with International Legal Consultants, a sole proprietorship ("ILC"). Pursuant to the Subscription Agreement, the Company issued and sold to ILC, for a purchase price of �100,000 (approximately $128,509), 1,223,895 shares of the Company's common stock (the "ILC Common Shares"), two-year warrants to purchase 611,948 shares of the Company's common stock at an exercise price of $0.21 (the "ILC $0.21 Warrants"), and two-year warrants to purchase 611,948 shares of the Company's common stock at an exercise price of $0.315 (the "ILC $0.315 Warrants", and collectively with the ILC $0.21 Warrants, the "ILC Warrants"). Pursuant to the Subscription Agreement, the purchase price from the issuance will be applied towards the continued funding of Sanswire-TAO, the Company's joint venture with TAO Technologies GmbH, pursuant to the Company's June 3, 2008 agreement.
Pursuant to the Subscription Agreement, the Company agreed to file a registration statement registering the ILC Common Shares and the shares of common stock underlying the ILC Warrants with the SEC as soon as possible once the Company is current with its financial statements.
In connection with the issuance of the shares of common stock and warrants pursuant to the Subscription Agreements, the Company relied upon the exemption from securities registration afforded by Regulation D as promulgated by the SEC under the Securities Act of 1933, as amended (the "Securities Act") and/or
Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer of the securities was restricted in accordance with the requirements of the Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
Number
4.1 Subscription Agreement between the Company and
International Legal Consultants
4.2 Class A Warrant
4.3 Class B Warrant
http://biz.yahoo.com/e/081209/snsr.pk8-k.html
You're more than welcome!
Thanks to you for your posts and to everyone who posts here - wonderful tunes to the Lord!
Michael W. Smith
Above All
There are many things for which we can
be thankful today and especially tomorrow!
HAPPY THANKSGIVING to you!
Sharklady
I find Mide's post re Sanswire quite valuable. My decision.
While others were saying Globetel/Sanswire would be out of business last year, Mide was correct in saying 'no' as were many others. It is easy to nick pick about exact timing re the successes of this company but Mide's view serves as a great counter-point to the doom and gloom naysayers who populate this board.
I believe these naysayers are living in a cut & paste past, posting redundant remarks from a year to three years gone by, information concerning people who are long gone and a couple which will probably wind up in the slammer.
We are all entitled to our opinion. Time will tell who is correct but it is looking better each day for us longs.
Keep your bridge - perhaps you can get a good price for the scrap metal. Most of the time, I am not interested in bantering with you or anyone else on this board. If you do not like Mide's post, the ignore button works.
Sharklady
Don't you don't get it Cole?
Globetel/Sanswire information obtained by Mide has been available to all shareholders. Mide has been gracious to share information. Many people do not want to bother and others prefer not to open up a bantering session.
A wise person once said, "If you act like them, you will become like them."
From: Rob Bleckman Sent: Tue 11/25/2008 5:01 PM
To: XXXX
Cc:
Subject: Mide
Attachments:
"Hi **************
No one common shareholder has a pipeline to the company above and beyond
what anyone else does, and all are welcome to help or not help out the
company in any way they choose. I would hope anyone who is a shareholder
would support the company and not exacerbate already difficult situations
but of course we have the shareholders we have, and some of them ask
questions differently or more frequently, and some I never hear from at all
but the same information is available to everyone. Some people like to share
their information and perceptions, some don't.
If members of the I Hub community find Mide's insight and analysis valuable,
then I know they will continue to as long as Mide continues to post, because
it will be based on the same fundamental information as always, and what
you're actually finding valuable is his ability to process information
analytically and logically. To me, it's sort of like reading a newsletter
written by one of those independent financial analysts or investment
counselors- you end up reading the ones you like and generally trust their
take on a situation.
I wasn't aware this was a subject of discussion on IHub but if you think it
would be helpful to post this response, feel free."
Many believe there was much
more to the Seth article that meets the eye. His questionable financial background is one of them. He also was unwarranted in his attack on Globetel. He tries to be a sensationalist.
imo.
Motley Fool's name
is most appropriate when it comes to Sanswire. Remember the articles by Seth, the Art major? Memorable for sure.
imo
Mide,
Thank you for your insight, especially with Sanswire.
Best to you,
Diana
My Dear Cygnus,
Perhaps waiting for years to make an investment in Sanswire/Globetel has hindered your possibility for extraordinary success in other ventures! Perhaps you would best be served in considering investing in another venture which would provide additional avenues of research and revenue.
If you need to read an internet board to determine a stock investment, may I suggest considering real estate?
For now, that is all I have to submit.
Sharklady
I work with 'special' people all of the time and I AM nice.
If I needed help - which I don't - you would be one of the last people I would contact. trust me on this.
Mrs. Sharklady to you
I already did. Just helping out my fellow I-hubbers. eom
Thanks! Great place - I hope to visit here often...
Blessings to you.....
Thank you! It's a great board - Praise Jesus!
Days of Elijah
Wonderful!
LOL! Back to you Laddie!
Amen!
What a great board! Blessings to all....
Mercy Me
you got it in my previous post.
there is no need to banter old information and disagree on current info to keep you employed. It is like discussing politics with someone who has a hard core political stance.
all imo.
Your post contains old information Cyg and has been posted ad nauseum. eom
Robin, the Constitution provides free speech BUT there are laws which address malicious, false and defamatory slander. For instance, a large ad by individuals or a company in well known newspapers could be taken out against individuals and the company they work for if they willfully and purposely propagated lies against them.
Just as a business, the SEC does not focus on one area
but continues to process ALL areas - trust me on this.
What about investigations into people who
post about a company to affect stock price Robin? What do you think the federal agencies should do about that?
Bill Gates did not complete his degree! He was given an honorary degree in 2007. Steve Jobs dropped out of school and may have obtained his degree after Apple took off. Steve Wozniak dropped out of school and later obtained his degree as well. Says a lot for creative individuals who do not fit inside the box.
Didn't I just say that??!?
Robin, do you think Rob would disclose any 'secrets' to anyone? You know he cannot do that..
He was just asking you for questions for a change. That is what you do - why not answer if you can?
I do call him and I email him so I don't understand the problem.