Current Report Filing (8-k)
10 11월 2015 - 7:24AM
Edgar (US Regulatory)
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 09, 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 9, 2015, the Company
signed a mutual release agreement with Eagle Productions LLC, whereby the Agreement between FONU2 and Eagle Productions LLC with
respect to the production of the film Effa was canceled and terminated as of the date hereof, and that neither FONU2 or
Eagle Productions LLC shall have any further rights, liabilities or obligations under the Agreement. As part of the release
agreement, 166,666,667 shares of common stock (“Stock”) of FONU2 previously issued to Eagle Productions LLC were canceled
and returned to the Company’s treasury.
Item 3.02 – Unregistered Sales of Equity Securities
On November 9, 2015 the Company
cancelled the 166,666,667 shares that were previously issued on February 27, 2015 and being held for the benefit of Eagle Productions,
LLC
As
of November 9, 2015, there are 553,647,412 common shares issued and outstanding.
Item 9.01 – Financial Statements and Exhibits.
Exhibit No. |
|
Description of Exhibit |
10.1
|
|
Mutual Release Agreement between FONU2 Inc. and Eagle Productions, LLC, a Georgia corporation, dated November 9, 2015. |
2
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 9, 2015 |
By: |
/s/ Roger Miguel |
|
|
Roger Miguel,
Chief Executive Officer |
Exhibit 10.1
MUTUAL
RELEASE AGREEMENT
This
mutual release agreement (“Release”) is made and entered into as of November 9, 2015, by and between FONU2 Inc
a Nevada corporation (“FONU2”, “Party”), and Eagle Productions, LLC a Georgia corporation.
(“EP”, “Party” ) (together “Parties)
WITNESSETH
WHEREAS,
FONU2 and EP entered into a Worldwide Rights Acquisition and Investment Agreement dated around March 1, 2015 (“Agreement”)
under which FONU2 and EP were to produce a film directed by Penny Marshall; and
WHEREAS,
the film and agreement with Penny Marshall have been cancelled; 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 FONU2 or EP have any further rights, liabilities
or obligations under the Agreement. |
| 2) | Release
by FONU2. FONU2 on behalf of itself and on behalf of any other person or entity claiming
through or under FONU2, does hereby release and forever discharge EP, 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 EP, 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 FONU2 may have had, now has or may have against EP arising out
of any act or omission of EP under the Agreement or in any way connected with any and
all transactions, occurrences or other matters relating to the Agreement. |
| 3) | Release
by EP. EP on behalf of itself and on behalf of any other person or entity claiming
through or under EP, does hereby release and forever discharge FONU2, 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 EP, liable
or who might be claimed to be liable from any and all claims charges, complaints, liabilities,
oligations, 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 EP may have had, now has or may have against FONU2 arising out
of any act or omission of FONU2 under the Agreement or in any way connected with any
and all transactions, occurrences or other matters relating to the Agreement. |
| 4) | Money:
All monies remaining in EP’s bank account shall be returned to FONU2. |
| 5) | Stock:
On February 27, 2015, EP was issued 166,666,667 shares of common stock (“Stock”)
of Fonu2, Inc. (ticker reference “FONU”). Said Stock shall be cancelled and
returned to FONU2 treasury. |
IN
WITNESS WHEREOF, the Parties hereto have signed and sealed this Mutual Release Agreement as of the day and year first above
written.
Date: November
9, 2015
Eagle
Production, LLC
By:
|
Wendi
Laski |
|
By: |
Jake
Shapiro |
Its:
|
Managing
Director |
|
Its: |
Founder |
Date: November
9, 2015
FONU2 (PK) (USOTC:FONU)
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