8-K

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): March 10, 2015

QUINT MEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52218	20-2590810
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

330 Clematis Street, Suite 217, West Palm Beach, Florida	33401
(Address of principal executive offices)	(Zip Code)

(561) 514-0936

Registrant’s telephone number, including area code

Not applicable.

(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 (see General Instruction A.2. below):

[  ]	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 1.01. Entry into a Material Definitive Agreement.

On March 10, 2015, Quint Media, Inc. (“we,” “us,” “our,” or “Company”) entered into a debt settlement agreement (the “Debt Settlement Agreement”) with Leone Group, LLC (“Leone”), American Capital Ventures, Inc. (“ACV”), Georgia Georgopoulos, Catherine Cozias and Trels Investments, Ltd. (“Trels” and collectively with Leone, ACV, Ms. Georgopoulos and Ms. Cozias, the “Holders”). Pursuant to the Debt Settlement Agreement, the Company and the Holders agreed to settle all of the outstanding debt owed under certain promissory notes and accounts payable, to Leone, ACV, Ms. Georgopoulos, Ms. Cozias and Trels, and the Holders agreed to convert their respective portions of the debt into shares of restricted common stock of the Company. The Company agreed to issue an aggregate of 346,319,970 shares of common stock in settlement of approximately $1,039,359.89 of debt owed by the Company, as follows:

a.	142,193,090 shares to Leone, in settlement of $234,375 in principal and $44,327.05 of accrued and unpaid interest pursuant to certain promissory notes, and $147,877.215 of accounts payable by the Company;
b.	142,193,090 shares to ACV in settlement of $234,375 in principal and $44,327.05 of accrued and unpaid interest pursuant to a promissory note, and $147,877.215 of accounts payable by the Company;
c.	21,225,001 shares to Ms. Georgopoulos, in settlement of $53,547.61 in principal and $10,327.39 of accrued and unpaid interest pursuant to a promissory note;
d.	21,225,001 shares to Ms. Cozias, in settlement of $53,547.61 in principal and $10,327.39 of accrued and unpaid interest pursuant to a promissory note; and
e.	19,483,788 shares to Trels, in settlement of $49,154.78 in principal and $9,296.58 of accrued and unpaid interest pursuant to a promissory note.

Pursuant to the terms of the Debt Settlement Agreement, at any time before the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, the Holders shall have a first right of refusal, subject to the terms of the Debt Settlement Agreement, to participate in any future financing sought by the Company, on a pro rata basis, with the maximum funding amount of each future financing for each respective party being in proportion to that respective party’s total ownership percentage of the Company at that time, which shall only be triggered after a total of $50,000 in the aggregate in funding is obtained by the Company subsequent to the effective date of the Debt Settlement Agreement.

If the Company, at any time before the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, issues common stock at a price per share below $0.003 (the “Settlement Price”), or issues a security convertible at a conversion price per share below the Settlement Price, taking into account any applicable adjustments for a consolidation, recapitalization or reorganization of the Company (the “Lower Issuance Price”), the Holders shall have the right to receive additional shares of the Company’s common stock, without additional payment, such that the effective Settlement Price pursuant to the Debt Settlement Agreement would be equal to the Lower Issuance Price.

The foregoing description of the Debt Settlement Agreement is a summary only and is qualified in its entirety by reference to the full text of such document, filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. As of the date of this report, we had a total of approximately 409,292,970 shares of common stock issued and outstanding. We claim an exemption from the registration requirements of the Securities Act, for the private placement of the above referenced securities, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transactions did not involve a public offering, the recipients acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Prior independent registered public accounting firm

On March 12, 2015, the Company’s Board of Directors approved the dismissal of MaloneBailey, LLP (“MaloneBailey”) as our independent registered public accounting firm. MaloneBailey was engaged as our independent registered public accounting firm to audit our financial statements for the fiscal year ended February 28, 2014. The Company informed MaloneBailey of its dismissal on March 12, 2015. The decision to dismiss MaloneBailey was effective as of the date of notification of dismissal.

The report of MaloneBailey on our financial statements for the fiscal year ended February 28, 2014 did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles, except that both such reports raised substantial doubts on our ability to continue as a going concern as a result of our continued losses from operations since inception, and our stockholders’ and working capital deficiencies.

During the fiscal year ended February 28, 2014, and through the date of dismissal, (a) we had no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference to the subject matter of the disagreement in connection with its reports and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that, in connection with MaloneBailey’s audit of our financial statements for the fiscal year ended February 28, 2014, MaloneBailey advised us that there was a material weakness in our internal control over financial reporting relating to (1) the lack of multiple levels of management review on complex accounting and financial reporting issues, and (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems.

We provided MaloneBailey with a copy of this disclosure prior to its filing with the Securities and Exchange Commission, and requested that MaloneBailey furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided by MaloneBailey is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New independent registered public accounting firm

On March 12, 2015, our Board of Directors approved the engagement of Salberg & Company, P.A. (“Salberg”) as our independent registered public accounting firm, and Salberg was engaged on March 12, 2015. During our two most recent fiscal years and through March 11, 2015, neither the Company nor anyone on its behalf consulted Salberg regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to us that Salberg concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).

Item 5.01 Changes in Control of Registrant.

The information called for by this Item 5.01 is contained in Item 1.01 hereof and incorporated herein by reference. As a result of the issuance of shares pursuant to the Debt Settlement Agreement, the Holders acquired voting control of the Company. Following the share issuances pursuant to the Debt Settlement Agreement, Leone and ACV each hold approximately 37% of the Company’s common stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2014, Joseph Arcuri submitted his resignation as a member of our Board of Directors. There were no disagreements between us and Mr. Arcuri as to our operations, policies (including accounting or financial policies), or practices.

On March 10, 2015, Joseph Carusone submitted his resignation as Vice President, Investor Relations, and a member of our Board of Directors. There were no disagreements between us and Mr. Carusone as to our operations, policies (including accounting or financial policies), or practices.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Debt Settlement Agreement dated March 10, 2015 by and between Quint Media, Inc., Leone Group, LLC, American Capital Ventures, Inc., Georgia Georgopoulos, Catherine Cozias and Trels Investments, Ltd.
16.1	Letter of Malone Bailey, LLP dated March 16, 2015.

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.

	QUINT MEDIA, INC.
Date: March 16, 2015	By:	/s/ Constantin Dietrich
		Constantin Dietrich, Chief Executive Officer

EX-10.1

DEBT SETTLEMENT AGREEMENT

This DEBT SETTLEMENT AGREEMENT (this “Agreement”) is dated March 10, 2015 (the “Effective Date”), by and between Leone Group, LLC (“LA”), American Capital Ventures, Inc. (“ACV”), Georgia Georgopoulos (“GG”), Catherine Cozias (“CC”), Trels Investments, Ltd. (“Trels”) (collectively the “Holders”) and Quint Media, Inc., a Nevada corporation (“QUNI”).

R E C I T A L S:

WHEREAS, LA is the owner of a portion, totaling $234,375.00 in principal and $44,327.05 of accrued and unpaid interest (the “LA Debt”), of six promissory notes, dated June 15, 2009, May 6, 2011, September 24, 2013, February 13, 2014, March 31, 2014, and July 15, 2014, originally issued by QUNI to Trels, in the original principal amounts of $50,000.00, $250,000.00, $100,000.00, $50,000.00, $75,000.00, and $100,000.00, respectively, which all currently bear interest at the rate of 7% per annum (the “Notes”), as well as a total of $147,877.215 of accounts payable by the Company (collectively, the “LA Debt”).

WHEREAS, ACV is the owner of a portion, totaling $234,375.00 in principal and $44,327.05 of accrued and unpaid interest, of the Notes, as well as a total of $147,877.215 of accounts payable by the Company (the “ACV Debt”).

WHEREAS, GG is the owner of a portion, totaling $53,547.61 in principal and $10,127.39 of accrued and unpaid interest (the “GG Debt”), of the Notes.

WHEREAS, CC is the owner of a portion, totaling $53,547.61 in principal and $10,127.39 of accrued and unpaid interest (the “CC Debt”), of the Notes.

WHEREAS, Trels is the owner of a portion, totaling $49,154.78 in principal and $9,296.58 of accrued and unpaid interest (the “Trels Debt”), of the Notes.

WHEREAS, the Holders and QUNI want to settle all of the outstanding debt of the Notes through the conversion of each of the Holders’ respective portions of the Notes into shares of restricted common stock of QUNI (“Common Stock”), pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (“Securities Act”).

NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, the parties mutually agree as follows:

1. Conversion of Note.

1.1 Conversion Price. As of the Effective Date, QUNI and the Holders agree to settle all of the outstanding debt owed under the Notes, and the Holders shall convert their respective portions of the Notes into shares of restricted Common Stock at the fixed conversion price of $0.003 (the “Settlement Price”) per share, which shall result in QUNI’s issuance of a total of 346,319.970 shares of restricted Common Stock (the “Shares”).

1.2 Pursuant to this Section 1, and upon the Effective Date, LA shall receive 142,193,090 shares of restricted Common Stock receive in exchange for the entirety of the LA Debt.

1.3 Pursuant to this Section 1, and upon the Effective Date, ACV shall receive 142,193,090 shares of restricted Common Stock receive in exchange for the entirety of the ACV Debt.

1.4 Pursuant to this Section 1, and upon the Effective Date, GG shall receive 21,225,001 shares of restricted Common Stock receive in exchange for the entirety of the GG Debt.

1.5 Pursuant to this Section 1, and upon the Effective Date, CC shall receive 21,225,001 shares of restricted Common Stock receive in exchange for the entirety of the CC Debt.

1.6 Pursuant to this Section 1, and upon the Effective Date, Trels shall receive 19,483,788 shares of restricted Common Stock receive in exchange for the entirety of the Trels Debt.

2. Representations and Warranties of QUNI.

2.1 Authorization. The execution, delivery and performance by QUNI of this Agreement and the performance of all of QUNI’s obligations hereunder have been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by QUNI. This Agreement constitutes the valid and binding obligation of QUNI enforceable in accordance with its terms. The execution and performance of the transactions contemplated by this Agreement and compliance with its provisions by QUNI will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, its Certificate of Incorporation or Bylaws or any agreement to which QUNI is a party or by which it or any of its properties is bound.

2.2 Issuance of Shares. The issuance and delivery of the Shares in accordance with this Agreement have been duly authorized by all necessary corporate action on the part of QUNI, and the Shares to be delivered pursuant to this Agreement, when so delivered, will have been duly and validly authorized and issued by the Company and will be fully paid and nonassessable.

2.3 Binding Obligation. Assuming the due execution and delivery of this Agreement, this Agreement constitutes the valid and binding obligation of QUNI, enforceable against QUNI in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (ii) to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

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3. Representations and Warranties of the Holders.

3.1 Authorization. Each of the Holders has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes a valid and legally binding obligation of each of the Holders, enforceable in accordance with their respective terms.

3.2 Restricted Securities. None of the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Holders understand that the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

4. Miscellaneous.

4.1 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

4.2 Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof.

4.3 Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to conflict of laws).

4.5 No Waiver/Amendments. Any waiver by any party to this Agreement of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver be construed as a waiver of such provision respecting any future event or circumstance. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Holders and QUNI.

4.6 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

4.7 Costs. Each party will bear the costs and expenses incurred by it in connection with this Agreement and the transaction contemplated thereby.

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4.8 Survival of Terms. All representations, warranties and covenants contained in this Agreement or in any certificates or other instruments delivered by or on behalf of the parties hereto shall be continuous and survive the execution of this Agreement and the Closing.

4.9 Assignment. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of any assignee, subject to the terms and conditions hereof.

4.10 Notices. Notices hereunder shall be given only by personal delivery, registered or certified mail, return receipt requested, overnight courier service, or telex, telegram, facsimile or other form of electronic mail and shall be deemed transmitted when personally delivered or deposited in the mail or delivered to a courier service or a carrier for electronic transmittal or electronically transmitted by facsimile (as the case may be), postage or charges prepaid, and properly addressed to the particular party to whom the notice is to be sent.

4.11 Headings. The headings used in this Agreement are for convenience only and shall not by themselves determine the interpretation, construction or meaning of this Agreement.

4.12 Attorneys’ Fees and Costs. In the event any party to this Agreement shall be required to initiate legal proceedings to enforce performance of any term or condition of this Agreement, including, but not limited to, the interpretation of any term or provision hereof, the payment of moneys or the enjoining of any action prohibited hereunder, the prevailing party shall be entitled to recover such sums in addition to any other damages or compensation received, as will reimburse the prevailing party for reasonable attorneys’ fees and court costs incurred on account thereof (including, without limitation, the costs of any appeal) notwithstanding the nature of the claim or cause of action asserted by the prevailing party.

4.13 First Rights of Refusal. At any time before the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, GG, CC, Trels, LA, and ACV shall have a first right of refusal to participate in any future financing sought by the Company, on a pro rata basis, with the maximum funding amount for each future financing for each respective party being in proportion to that respective party’s total ownership percentage of the Company at that time, which shall only be triggered after a total of $50,000.00 in the aggregate in funding is obtained by the Company subsequent to the effective date of this Agreement. In order to exercise this first right of refusal, GG, CC, and Trels shall confirm such intention to participate in the applicable future funding via e-mail communication to LA, ACV, and the Company within 5 business days following receipt of notice from LA, ACV or the Company that such funding shall occur, and provide the applicable funding on a pro rata basis within 10 business days, of GG, CC, and Trels’ first receipt of the applicable e-mail communication notifying them of such financing. However, this section does not apply to any securement of financing that is contingent upon or will close following the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company.

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4.14 Price Protection. If the Company, at any time before the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, issues shares of its common stock at a price per share below the Settlement Price, or issues a security convertible at a conversion price per share below the Settlement Price, taking into account any applicable price adjustments for a consolidation, recapitalization, or reorganization of the Company (the “Lower Issuance Price”), LA, ACV, GG, CC, and Trels shall have the right to receive additional shares of the Company’s common stock, without additional payment, such that the effective Settlement Price pursuant to this Agreement would be equal to the Lower Issuance Price. However, this section does not apply to any issuance of a security or securement of financing that is contingent upon or will close following the Company’s entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company.

4.15 Cross-Closing. The consummation of this Agreement is expressly conditioned upon the simultaneous closing of those certain debt purchase agreements between Trels Investments, Ltd. and Leone Group, LLC, American Capital Ventures, Inc., Georgia Georgopoulos, and Catherine Cozias, those certain stock purchase agreements between Constantin Dietrich, American Capital Ventures, Inc., and Leone Group, LLC, those certain stock purchase agreements between Joseph Carusone, American Capital Ventures, Inc., and Leone Group, LLC, those certain debt purchase and assignment agreements between Constantin Dietrich, Flawsome XLerator GmbH, Joseph Arcuri, Primoris Group, Inc., American Capital Ventures, Inc., and Leone Group, LLC, and that certain debt settlement agreement between the Company, Leone Group, LLC, American Capital Ventures, Inc., Georgia Georgopoulos, Catherine Cozias, and Trels Investments, Ltd. (the “Transactional Documents”).

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IN WITNESS WHEREOF, the Holders and QUNI have caused this Agreement to be executed as of the day and year first above written.

HOLDERS:
LEONE GROUP, LLC
By:	/s/ Laura Anthony
Name:	Laura Anthony
Title:	Managing Member
AMERICAN CAPITAL VENTURES, INC.
By:	/s/ Howard Gostfrand
Name:	Howard Gostfrand
Title:	President
By:	/s/ Georgia Georgopoulos
Name:	Georgia Georgopoulos
	E-mail Address: __________________
By:	/s/ Catherine Cozias
Name:	Catherine Cozias
	E-mail Address: __________________
TRELS INVESTMENTS, LTD.
By:	/s/ B. Livadas
Name:	B. Livadas
Title:	Managing Member
	E-mail Address: __________________
THE ISSUER:
QUINT MEDIA, INC.
By:	/s/ Constantin A. Dietrich
Name:	Constantin A. Dietrich
Title:	CEO

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EX-16.1

March 16, 2015

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

RE:	Quint Media, Inc.
File No.:	000-52218

We have read the statements under Item 4.01 of the Current Report on Form 8-K to be filed with the Securities and Exchange Commission on March 16, 2015 regarding the change of auditors. We agree with all statements pertaining to us.

/s/ MaloneBailey, LLP

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas