World Surveillance Group Inc (fka WSGI)

[sharklady00]

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


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