-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExRGBWgIgtnvc+1nSXKUSDyOfPtbHV6F+E5a8bLswq0lJTL5u20yVPJaAOMPJoGb oYNN6UbJUjf/Mm/Q1mCQgg== 0000931731-09-000126.txt : 20090501 0000931731-09-000126.hdr.sgml : 20090501 20090430191516 ACCESSION NUMBER: 0000931731-09-000126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090428 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090501 DATE AS OF CHANGE: 20090430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XCELLINK INTERNATIONAL INC. CENTRAL INDEX KEY: 0001382574 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-143767 FILM NUMBER: 09786026 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE RD SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 206-522-2256 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE RD SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: Bluebird Exploration Co. DATE OF NAME CHANGE: 20061204 8-K 1 xcellink-8klicensemalbourne.htm XCELLINK - 8K 043009 - LIC AGREE, MALBOURNE

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): April 27, 2009

XCELLINK INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

 

333-147767

(Commission File Number)

 

None

(IRS Employer Identification No.)

 

Suite 2302-7 ING Tower

308 Des Voeux Road

Central, Hong Kong

(Address of principal executive offices)(Zip Code)

 

+61 3 9654 3837

(Registrant’s telephone number, including area code)

 

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))

 

 

SECTION 1 – REGISTRANTS BUSINESS AND OPERATIONS

 

Item 1.01 Entry into a Material Definitive Agreement

 


 

By an agreement dated April 27, 2009 we agreed to acquire an exclusive and irrevocable global license (the “License”) in perpetuity to use and sublicense the Patented Technologies, as defined herein, and any improvements and to manufacture, distribute, and sell any related products (the “Products”) to certain technologies (the “Patented Technologies”) invented, developed and/or acquired by Xcellink International Limited, a British Virgin Islands corporation operating out of Hong Kong, such Patented Technologies which relate to the automated data interchange of financial transactions between customers and merchants over local, wired or wireless electronic link using an information device - most commonly a mobile phone.

 

In order to acquire the License and as a term of the agreement, director Mark Fingarson has agreed to transfer 20,000,000 shares of the stock he currently holds to Xcellink International Limited for pro-rata distribution among its shareholders.  There was no additional consideration or financial statements or other reportable out put of expenses associated with this agreement. The parties will be working expeditiously and in good faith to negotiate terms for the full acquisition of Xcellink International Limited by Xcellink International Inc. No assets or properties have been acquired.

 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers.

 

As a term of the License Agreement, effective April 27th, 2009, Michael Malbourne accepted an appointment by the Board of Directors of the Company to act as a member of the Board of Directors, and serve as the Company’s Secretary and Treasurer, until his successor is duly qualified and elected or appointed.

 

Michael has over 30 years experience at the most senior levels in company management with extensive experience in all aspects of accounting, corporate finance, marketing, strategic planning and risk management for a number of companies. These include: SIRF Ltd, Exicom Ltd, Pratt Industries Group, Caterpillar Tractor Co, ES & A Bank Ltd as well as being CEO/Director of Xcellink International Ltd operating out of Hong Kong since 2003.

 

Mr. Malbourne does not yet have any agreement, arrangement or interested transaction with the Company.

 

SECTION 8.01 – OTHER EVENTS

 

Item 8.01 Other Events

 

On April 27th, 2009, the Company’s head office was moved from 3148 Kingston Road, Scarborough Ontario Canada M1M 1P4 with phone number (416) 543-2869 to Suite 2302-7 ING Tower, 308 Des Voeux Road, Central, Hong Kong, with phone number +61 3 9654 3837.  

 

 


Item 9.01 Financial statements and Exhibits

 

(d) Exhibits

 

The following exhibit is filed as part of this report:

 

No.

Description

 

10.1

License Agreement

 

 

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.

 

 

Xcellink International Inc.

(Registrant)

 

Date: April 28, 2009

By:

/s/    Mark Fingarson

 

Name: Mark Fingarson

 

Title: President and Chief Executive Officer

 

 

 

?? ?? ?? ??
EX-10.1 2 licenseagree.htm LICENSE AGREE

 

Exhibit 10.1

 

LICENSE AGREEMENT

 

THIS LICENSE AGREEMENT (the “Agreement”), dated as of the 27th day of April, 2009, is entered into by and between XCELLINK INTERNATIONAL LIMITED, a British Virgin Island Corporation operating out of Hong Kong (“Licensor”) and XCELLINK INTERNATIONAL INC., a Nevada corporation (“Licensee”).

 

WHEREAS:

A.  Licensor has been engaged in research during the course of which it has invented, developed and/or acquired certain technologies resulting in patented processes related to the automated data interchange of financial transactions between customers and merchants over local, wired or wireless electronic link using an information device - most commonly a mobile phone (the “Patented Technologies”) which Patented Technologies are wholly owned by the Licensor;

B.  Licensor wants to enter into this Agreement with the objective of furthering the development, use and exploitation of its Patented Technologies, while securitizing the Patented Technologies by way of providing the License (as defined herein) to the Licensor which is a publicly traded corporation and Licensee wants to acquire license to the Patented Technologies; and

C.  The Licensee wants Licensor to license its Patented Technologies to the Licensee on the terms and conditions set out in this agreement.

THE PARTIES AGREE AS FOLLOWS:

1.0

PROPERTY RIGHTS IN AND TO THE TECHNOLOGY:

1.1                   The Licensee acknowledges and agrees that Licensor owns all right, title and interest in and to the Technology.

1.2                   The Licensor must, at the request of Licensee, enter into such further agreements and sign all documents as may be required to ensure the full transfer of ownership of the Patented Technologies via a share exchange agreement (the “Share Exchange Agreement”) through which Licensor agrees with Licensee to exchange 100% of the issued and outstanding shares of Licensor for shares in the share capital of Licensee.

2.0

GRANT OF LICENSE:

2.1                   In consideration of the one time royalty payment of 20,000,000 shares in the capital of Licensee, to be provided by Licensor majority shareholder, Mark Fingarson (“Fingarson”) and transferred from stock registered to Fingarson in efforts to increase shareholder value, Licensor grants to the Licensee an exclusive and irrevocable global license in perpetuity to use and sublicense the Patented Technologies and any improvements and to manufacture, distribute, and sell the any related products (the “Products”) on the terms and conditions set out in this Agreement.

 


2.2                   The license granted under this agreement is granted to the Licensee and not to any Affiliated Companies.

2.3                   Notwithstanding Article 3.1, the parties acknowledge and agree that Licensor may use the Patented Technologies and any improvements without charge in any manner only as such use may be required for the further development of the Patented Technologies and not for commercial use.

3.0

PATENTS:

3.1                   The Licensee may identify any process, use or products arising out of the Technology and any improvements that may be patentable and Licensor will, on the request of the Licensee, take reasonable steps to apply for a patent in the name of Licensor provided that the Licensee pays all costs of applying for, registering and maintaining the patent in the jurisdictions in which the Licensee designates that a patent is required. All current patents issued for the Patented Technologies are set out on Schedule “A” hereto.

3.2                   On the issuance of a patent obtained, the Licensee becomes the licensee of the patent on the terms and conditions set out in this agreement.

4.0

APPOINTMENT OF DIRECTOR

4.1       As a term of this Agreement, Michael Malbourne, CEO and director of the Licensor, shall also be appointed to the board of directors of Licensee.

5.0

GENERAL:

5.1                   The Licensee must permit any duly authorized representative of Licensor, during normal business hours and at Licensor's sole risk and expense, to enter any premises of the Licensee for the purpose of inspecting the Products and the manner of their manufacture and generally of ascertaining whether or not this agreement has been, is being, or will be complied with by the Licensee.

5.2                   Subject to the limitations set out in this Agreement, this Agreement operates for the benefit of and is binding on the parties and their respective successors and permitted assigns.

5.3                   No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times in respect of any terms or conditions of this agreement operates as a waiver of that party's rights under this agreement. A waiver of any provision of, or right under, this agreement must be in writing signed by the party entitled to the benefit of that provision or right, and is effective only to the extent set out in any written waiver.

5.4                   No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.

5.5                   Marginal headings as used in this agreement are for the convenience of reference only and do not form a part of this agreement and are not be used in the interpretation of this agreement.

 


5.6                   The terms and conditions contained in this agreement which, under this agreement, require performance by the parties after the expiry or termination of this agreement, remain in force despite this agreement’s expiry or termination for any reason.

5.7                   Part or all of any Article, part, section, clause, paragraph or subparagraph of this agreement that is indefinite, invalid, illegal or otherwise voidable or unenforceable may be severed from this agreement and the balance of this agreement continues in full force and effect.

5.8                   This Agreement sets out the entire understanding between the parties and no changes to this agreement are binding unless signed in writing by the parties to this agreement.

5.9

Time is of the essence of this Agreement.

5.10                In this Agreement, unless the contrary intention appears, the singular includes the plural and vice versa and words importing a gender include other genders.

 

THE PARTIES INTENDING TO BE LEGALLY BOUND have executed this Agreement as of the date first above written.

 

XCELLINK INTERNATIONAL INC.

XCELLINK INTERNATIONAL LIMITED

 

By: /s/ Mark Fingarson

By. /s/ Michael Malbourne

 

Name:Mark Fingarson

Name: Michael Malbourne

Title: President/Director

Title: CEO/Director

 

 

/s/ Mark Fingarson

Mark Fingarson

 


SCHEDULE "A"

 

DESCRIPTION OF "TECHNOLOGY"

 

 

Licensor File #

Inventor(s)

Description

Patent #

India

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

207687

Malaysia

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

MY-123132-A

United States

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

US 7,024,385 B1

Canada

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

2,264,048

Philippines

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

1-1997- 57704

China

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

ZL 97197543.4

ARIPO

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

AP 1088

Singapore

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

T-NO. 64100 [WO 98/09260]

Australia

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

731121

Vietnam

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

1831

New Zealand

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

334917

Taiwan

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

105305

South Africa

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

97/7747

International PCT

 

John Warwick Adcock and Rodney Alfred John Reynolds

Automatic Electronic Funds Transfer System and Method

PO 2011

 

 

 

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