FONU FONU2 Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20509

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 4, 2015

Date of Report

(Date of earliest event reported)

 

FONU2 INC.

(Exact name of registrant as specified in its charter)

 

NEVADA		000-49652		65-0773383
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employee I.D. No.)

 

 

135 Goshen Road Ext., Suite 205

Rincon, GA 31326

(Address of Principal Executive Offices)

 

(912) 655-5321

Registrant's Telephone Number

 

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:

 

☐  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))

 

 

Item 1.02 Termination of a Material Definitive Agreement

 

On November 4, 2015, following the filing of a Current Report on Form 8-K which included, among other items, a description of the Company’s relationship with Ms. Penny Marshall, the Company received the form of Mutual Release Agreement that the Company had previously provided to Ms. Marshall signed by Nutmeg Productions, Inc. and Parkway Productions, Inc.   Studioplex City, LLC signed the agreement on November 4, 2015. As part of the release, all parties have agreed to cancel the two picture contract with Ms. Marshall, and that Ms. Marshall shall retain the 7,083,333 shares that were issued to her as consideration.  Furthermore, the Company agreed to transfer ownership of the screenplay option on Effa to Nutmeg Productions and/or its assignees. This cancelation will reduce liabilities on the Company’s balance sheet by approximately $425,000.

 

Separately, the Company has entered into new discussions with her representatives regarding Ms. Marshall directing and/or producing Effa and/or other projects to be filmed with the Company in Coastal Georgia.

 

Item 3.02 – Unregistered Sales of Equity Securities

 

On October 30, 2015 the Company issued 52,000,000 shares of common stock to Vis Vires Group Inc on a partial conversion of a convertible note in the value of $6,240.00 ($0.00012 / share). This issuance of shares was exempt under Section 4(a)(2) of the Securities Act.

 

As of November 6, 2015, there are 720,314,079 common shares issued and outstanding. On November 04 2015, the Company’s Board of Directors authorized the issuance of 35,000,000 restricted and unregistered common shares of Company stock to Mr. Robert Duvall with a total value of $7,000 as a stock payment under his employment agreement. Mr. Duvall is the Company’s Vice President of Rentals. These shares will be issued at a future date when the Company has sufficient reserve to process the issuance.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description of Exhibit
10.1		Mutual Release Agreement between Studioplex City, LLC a Georgia corporation, Nutmeg Productions, Inc. and Parkway Productions, Inc. dated November 4, 2015.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FONU2 INC., a Nevada corporation
Date:  November 6, 2015	By:	/s/ Roger Miguel
		Roger Miguel, Chief Executive Officer

 

 

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Exhibit 10.1

 

MUTUAL RELEASE AGREEMENT

 

This mutual release agreement (“Release”) is made and entered into as of November 4, 2015, by and between Studioplex City, LLC a Georgia corporation (“SC”, “Party”), and Nutmeg Productions, Inc. and Parkway Productions, Inc. (together “NP&PP”, “Party” “Parties”).

 

WITNESSETH

 

WHEREAS, SC and NP&PP entered into a Two Picture Director and Executive Producer Agreement dated September 9, 2014 (“Agreement”) under which NP&PP was to perform various services for SC including, but not limited to directing and executive producing (“Services”); and

 

WHEREAS, the Parties wish to cancel the Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do agree as follows:

 

1)

Cancellation of Agreement. The Parties agree that the Agreement is hereby canceled and terminated as of the date hereof, and that neither SC nor NP&PP have any further rights, liabilities or obligations under the Agreement.

 

2)

Release by SC. SC, on behalf of itself and on behalf of any other person or entity claiming through or under SC, does hereby release and forever discharge NP&PP, their general partners and limited partners, partners, respective directors, officers, employees, shareholders, agents, assigns, attorneys, successors, heirs, administrators, executors, representatives, and all others who may have acted or been claimed to have acted in concert with NP&PP, liable or who might be claimed to be liable from any and all claims charges, complaints, liabilities, obligations, promises, agreements, controversies, damages, demands, actions, causes of action or suits of any kind or nature whatsoever, whether they sound in law, equity, tort or contract, which SC may have had, now has or may have against NP&PP arising out of any act or omission of NP&PP under the Agreement or in any way connected with any and all transactions, occurrences or other matters relating to the Agreement.

 

 

3)

Release by NP&PP. NP&PP, on behalf of itself and on behalf of any other person or entity claiming through or under NP&PP, does hereby release and forever discharge SC, their general partners and limited partners, partners, respective directors, officers, employees, shareholders, agents, assigns, attorneys, successors, heirs, administrators, executors, representatives, and all others who may have acted or been claimed to have acted in concert with NP&PP, liable or who might be claimed to be liable from any and all claims charges, complaints, liabilities, obligations, promises, agreements, controversies, damages, demands, actions, causes of action or suits of any kind or nature whatsoever, whether they sound in law, equity, tort or contract, which NP&PP may have had, now has or may have against SC arising out of any act or omission of SC under the Agreement or in any way connected with any and all transactions, occurrences or other matters relating to the Agreement.

 

4)

Stock: On February 18, 2015, NP was issued 7,083,333 shares of common stock (“Stock”) of Fonu2, Inc. (ticker reference “FONU”). Said Stock shall remain the property of NP.

 

5)

Screen play Option: By virtue of the execution of the agreement, SC hereby assigns its option on the Screen play currently titled “EFFA” to NP and or its assignees.

 

6)

Miscellaneous.

 

(a)

This Release shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns. Any and all rights granted to any of the Parties hereto may be exercised by their agents or personal representatives.

 

(b)

Time is of the essence of this Release.

 

(c)

This Release may be executed in several counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

 

(d)

This Release shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia.

 

(e)

This Release constitutes the sole and entire agreement of the Parties herein with respect to the subject matter hereof and no promises, agreements or understandings, whether oral or written, shall be of any force or effect unless set forth herein.

 

(f)

Parties agree to use reasonable endeavors to negotiate an agreement within 90 (ninety) days hereof with the intention of NP&PP providing the services of Penny Marshall for future motion picture development, production and exploitation.

 

 

IN WITNESS WHEREOF, the Parties hereto have signed and sealed this Mutual Release Agreement as of the day and year first above written.

 

Studioplex City, LLC
By:	/s/ Roger Miguel
Its:	CEO
Date:	11/4/15
Nutmeg Productions, Inc.
By:	/s/ Penny Marshall
Its:	Chairman
Date:	11/2/15
Parkway Productions, Inc.
By:	/s/ Penny Marshall
Its:	Chairman
Date:	11/2/15

 

 

 

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