ILIM IL2M International Corporation (PK)

 

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

 

May 12, 2015

Date of Report (Date of earliest event reported)

 

il2m INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		333-176587		27-3492854
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3500 West Olive Avenue Suite 810 Burbank, California		91505
(Address of principal executive offices)		(Zip Code)

 

(702) 726-0381

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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))

 

 

 

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

 

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On May 12, 2015, the Board of Directors of il2m International Corp., a Nevada corporation (the "Company") authorized the execution of that certain termination of license agreement and transfer of assets dated May 12, 2015 (the "Agreement") by and among the Company, il2m Inc., a Nevada corporation and the wholly-owned subsidiary of the Company ("il2m") and il2m Global Limited, a Belize corporation ("il2m Global").

 

On April 27, 2015, the Board of Directors and majority shareholders of the Company, believing it to be in the best interests of the Company and its shareholders, approved the termination (the "Termination") of that certain license agreement previously entered into between il2m Global and il2m (the "License Agreement"). In accordance with the terms and provisions of the License Agreement, il2m Global granted to il2m the exclusive right and license worldwide to use certain products and services, including the right to use, display and operate the online work as an interactive web site provider, providing or enabling access by multiple users to chat rooms, message boards, wikis, blogs, as a review site, aggregation site, file sharing site, social networking site, and posting and pinning site copyrights, trademarks, domain names, trade names, trade secrets and confidential information related to the online work (the "Intellectual Property"), and which il2m desired to transfer to il2m Global (the "Transfer").

 

In accordance with the terms and provisions of the Agreement, the parties agreed to terminate the License Agreement and to transfer the Intellectual Property to il2m Global and il2m Global agreed to return 124,100,000 shares of common stock it held of record to the Company.

 

ITEM 2.01 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

 

On May 11, 2015, the Board of Directors of the Company authorized the execution of the Agreement as referenced above.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01    Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired.

 

Not applicable.

 

(b) Pro forma Financial Information.

 

Not applicable.

 

(c) Shell Company Transaction.

 

Not applicable.

 

(d) Exhibits.

 

10.01

Termination of License Agreement and Transfer of Assets dated May 12, 2015 by and among il2m International Corp., il2m Inc. and il2m Global Limited.

 

 

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.

 

	il2m INTERNATIONAL CORP.
DATE: May 19, 2015	/s/ Sarkis Tsaoussian
	Sarkis Tsaoussian
	President/Chief Executive Officer

 

 

3

Exhibit 10.01

 

TERMINATION OF LICENSE AND

 

TRANSFER OF ASSET AGREEMENT

 

This Termination of License and Transfer of Asset Agreement ("Agreement") is entered into as of May 12, 2015 by and among il2m International Corp., a Nevada corporation (the "Company"), il2m Inc., a Nevada corporation and the wholly-owned subsidiary of the Company ("Il2m") and il2m Global Limited, a Belize corporation ("il2m Global").

 

RECITALS:

 

WHEREAS on April 27, 2015, the Board of Directors and majority shareholders of il2m International Corp., a Nevada corporation and the parent corporation of il2m, believing it to be in the best interests of the Company and its shareholders, approved the termination (the "Termination") of that certain license agreement entered into between il2m Global and il2m (the "License Agreement"); .

 

WHEREAS In accordance with the terms and provisions of the License Agreement, il2m Global granted to il2m the exclusive right and license worldwide to use certain products and services, including the right to use, display and operate the online work as an interactive web site provider, providing or enabling access by multiple users to chat rooms, message boards, wikis, blogs, as a review site, aggregation site, file sharing site, social networking site, and posting and pinning site copyrights, trademarks, domain names, trade names, trade secrets and confidential information related to the online work (the "Intellectual Property"), and which il2m desires to transfer to il2m Global (the "Transfer");

 

WHEREAS il2m, the Company and il2m Global wish to set forth their agreement relating to the Termination and the Transfer.

 

NOW THEREFORE, in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. In accordance with Section 9 of the License Agreement, il2m and il2m Global hereby agree to the Termination and the Transfer effective as of the date above. il2m further agrees to return 124,100,000 shares of common stock to the Company for cancellation and return to treasury.

 

 

2. Each of il2m, il2m Global and the Company represent and acknowledge that the execution and delivery of this Agreement is within the power of il2m, il2m Global and the Company, and each has been duly authorized by all necessary corporate action and does not: (i) require the consent of any other person or party; (ii) contravene or conflict with any provision of applicable law or the certificate of incorporation or other corporate agreement; or (iii) contravene or conflict with or result in a default under any other instrument or contract to which either is a party.

 

3. Each of il2m, il2m Global and the Company shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid Termination and Transfer.

 

4. This Agreement shall be effective as of the date first above written and shall be binding upon and insure to the benefit of the parties hereto and their respective successors.

 

	IL2M INC.
Date: May __, 2015	By:
		President/Chief Executive Officer
	IL2M GLOBAL LTD.
Date:  May __, 2015	By:
		President/Chief Executive Officer
	IL2M INTERNATIONAL CORP.
Date:  May __, 2015	By:
		President/Chief Executive Officer