- Current report filing (8-K)
13 Septiembre 2012 - 11:39AM
Edgar (US Regulatory)
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):
September 7
th
, 2012
Wikifamilies, Inc.
(Name of small business issuer specified
in its charter)
Nevada
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000-53559
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80-0214025
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(State or other jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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13520 Oriental St
Rockville, Md 20853
(Address of principal
executive offices)
909-708-4303
(Registrant’s telephone number)
(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
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c
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ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
On September 7
th
,
2012, Wikifamilies Inc., entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders
by which all of the issued and outstanding shares of ClairNET will be exchanged for 36,504,056 shares in Wikifamilies Inc, representing
75% of the company’s common stock. Additionally, ClairNET Ltd shall receive 2,500,000 shares of Voting Only Preferred Stock
in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies
shall acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary
of Wikifamilies Inc.
On September 8
th
,
2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally
tendered by the corporation for the acquisition of the Wikifamilies SA assets, was Rescinded by Mutual agreement. This Rescission
unwinds the March 23
rd
2011, Exchange Agreement between the two parties, and Wikifamilies SA has returned the remaining
26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original
Exchange Agreement. Additionally, WikiFamilies Inc forgave the CHF 423,600 intercompany loan from Wikifamillies Inc to Wikifamilies
SA in full compensation for non-payment of salaries, fees and expenses to the founders.
ITEM 5.02. DEPARTURE OF DIRECTORS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 10th,
2012 the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as Members of the Board of Directors.
John Karlsson is a
successful attorney, entrepreneur and mergers and acquisitions specialist, having founded and successfully grown numerous private
and public ventures. John is Co-founder and Chairman of the Board of Beijing based video-search engine and mobile-gaming leader,
ClairNET Ltd, and has successfully led this start-up tech company to now employ 50 full time PhD software developers. John has
a Bachelor of Arts/Commerce from the University of Victoria and Bachelor of Law from the University of Manitoba. He maintains
his practice designation through the Law Society of British Columbia.
Dan
Clayton is a successful IT entrepreneur
, whose
recent
affiliations
include
being a Founder of
DigitalNetTV
. He
currently resides in
Beijing, China, where he heads the development team for ClairNET and is
in charge of organization, R&D and overseas
development of
ClairNET.
Mr. Clayton has a Bachelor degree from
Harvard University and an SEAS in Computer Science
.
Vincent Qi brings
innumerable working relationships into the company as he formerly worked with the Industrial Bureau of China Railway Ministry,
where he started up three companies engaged in computer software and logistics services. He participated in the establishment
of Beijing Sinova Technologies, Inc., a well known Chinese network company and was COO of Beijing Redsail Netgod Network Technology
Co. Ltd, which was bought by Tom.com. Vincent is a graduate of the University of Maine with a degree in Computer Science.
The Company is assured that combined with the Stellar credentials of the standing Board Members, Wikifamilies is now uniquely
positioned to energetically continue the transformation of the Corporation into a dynamic global industry player in providing
the next generation of intelligent video search technology.
On September
10
th
, 2012, following the Appointment of the new Board Members, Robert Coleridge, Chris Dengler, Steve Brown, William
Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as Board Member and Chief
Financial Officer effective September 13, 2012 and Malcolm Hutchinson resigned his position as Board Member and Chief Executive
Officer effective September 13, 2012.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits.
Exhibit
Number
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Description
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10.1
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Exchange Agreement
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10.2
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License Agreement
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10.3
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Rescission Agreement
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99.1
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Board Resolution of New Directors
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99.2
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Resignation of Malcolm Hutchinson
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99.3
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Resignation of Robert Coleridge
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99.4
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Resignation of Chris Dengler
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99.5
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Resignation of Trisha Malone
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99.6
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Resignation of Steve Brown
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99.7
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Resignation of Thomas Hudson
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99.8
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Resignation of William Hogan
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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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WIKIFAMILIES, INC.
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Dated: September 12
th
, 2012
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By:
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/s/ David E. Price
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David E. Price, Secretary
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