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): June 27, 2011
NATIONAL INTELLIGENCE ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
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Nevada | 333-163628 | 27-0310225 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
| Identification Number) |
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| 1800 Ravinia Place Orland Park, IL 60462 |
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| (Address of principal executive offices) |
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| (312) 775-9700 |
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| (Registrant’s Telephone Number) |
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(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo, Huettel, LLP
3033 Fifth Avenue, Suite 400
San Diego, CA 92103
phone: 619.546.6100
fax: 619.546.6060
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 1.01
Entry Into a Material Definitive Agreement
(1)The Carrillo Promissory Note
On June 27, 2011, National Intelligence Association, Inc., a Nevada corporation (the "Company") issued a twelve month, 10% Promissory Note (the “Carrillo Note”) to Mr. Luis Carrillo III (“Mr. Carrillo”) in the amount of two thousand dollars ($2,000) to evidence such funds previously loaned by Mr. Carrillo to the Company. The Carrillo Note is due on or before June 27, 2012.
The description of the Carrillo Note is a brief summary only and is qualified in its entirety by its respective terms set forth therein, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”).
(2)The Carrillo Settlement Agreement
On July 7, 2011, the Company entered into a Settlement Agreement and General Mutual Release (the “Carrillo Settlement Agreement”) with Mr. Luis Carrillo III (“Holder”). Pursuant to the terms of the Carrillo Settlement Agreement, the Company issued 200,000 shares (the “Shares”) of its common stock to Holder for the cancellation of that certain Promissory Note issued by the Company in favor of the Holder on June 27, 2011 ( the “Carrillo Note”) to evidence funds previously loaned by the Holder. The Carrillo Note had a principal amount of $2,000 and accrued simple interest at a rate of 10% per annum and was due and payable on or before June 27, 2012.
The foregoing summary description of the terms of the Carrillo Settlement Agreement may not contain all information that is of interest. For further information regarding the terms and conditions of the Carrillo Settlement Agreement, reference is made to such Agreement, which is filed as Exhibit 10.2, hereto, and is incorporated by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Form 8-K related to the aforementioned Carrillo Promissory Note is incorporated herein by reference.
Item 3.02
Unregistered Shares Of Equity Securities
The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Carrillo Settlement Agreement is incorporated by reference into this Item 3.02.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being acquired were being acquired for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
Item 9.01
Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Description of Exhibit |
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10.1 | Carrillo Promissory Note dated June 27, 2011. |
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10.2 | Carrillo Settlement Agreement dated July 7, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| NATIONAL INTELLIGENCE ASSOCIATION, INC | ||
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Dated: July 7, 2011 | By: | /s/ James J. Miller |
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| James J. Miller |
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| Chief Executive Officer |
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Exhibit 10.1
UNSECURED PROMISSORY NOTE
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PRINCIPAL AMOUNT: | $2,000 |
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LOAN DATE: | April 26, 2011 |
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EXECUTION DATE: | June 27, 2011 |
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INTEREST RATE: | 10.00% SIMPLE INTEREST |
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BORROWER: | National Intelligence Association, Inc. |
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LENDER: | Luis Carrillo III |
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DUE DATE: | June 27, 2012 |
1.
Principal Repayment. For value received, National Intelligence Association, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Luis Carrillo III (the “Lender”), the principal amount of two thousand US dollars ($2,000), with simple interest accruing at an annual rate of 10.00% thereon. The principal amount is due and payable on or before the twelve month anniversary hereof (the “Due Date”).
2.
Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.
3.
Default. Borrower will be in default if any of the following occur:
(a)
Borrower fails to make the Principal Repayment when due;
(b)
Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;
(c)
Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf in connection with this Note is false or misleading in any material respect; or,
(d)
A receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any Bankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissed within 60 days after such filing.
4.
Borrower’s Right to Prepay. Borrower may pay without penalty, all or a portion of the amount owed earlier than it is due. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note.
5.
Waiver of Demand, Presentment, etc. The Borrower hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.
6.
Payment. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.
7.
Assignment. The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto.
8.
Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender
9.
Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission, to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in the records of the Borrower. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.
10.
Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.
11.
Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.
IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.
NATIONAL INTELLIGENCE ASSOCIATION, INC.
By: /s/ James J. Miller
Name: James J. Miller
Title: CEO
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Exhibit 10.2
SETTLEMENT AGREEMENT AND
GENERAL MUTUAL RELEASE
This Settlement Agreement and General Mutual Release (“Agreement”) is made and entered into as of July 7, 2011, by and between, on the one hand, National Intelligence Association, Inc., a Nevada corporation (“NIAS”) and, on the other hand, Mr. Luis Carrillo III (“Holder”). NIAS and Holder are sometimes referred to herein as “Party” or “Parties”.
RECITALS
A.
Whereas, on June 27, 2011, NIAS executed an Unsecured Promissory Note (the “Promissory Note”) in favor of the Holder for the principal amount of $2,000, plus any accrued and unpaid interest, (collectively the loan amount including any interest due thereunder shall be referred to as the “Principal Amount”) to evidence funds lent by the Holder to NIAS on April 26, 2011; and,
B.
Whereas, NIAS and Holder wish to mutually cancel and terminate the Promissory Note; and,
C.
Whereas, NIAS and Holder have agreed to settle the Principal Amount by issuing 200,000 shares of NIAS restricted common stock (the “Shares”); and
D.
Whereas, Holder is not receiving any additional consideration from NIAS for purposes of the transactions contemplated hereby, and NIAS is not paying any additional to Holder for any of the transactions contemplated hereby; and,
E.
Whereas, as a result of negotiations between NIAS and Holder, the Parties have proposed a resolution that they deem to be fair and equitable, and by this Agreement, Holder and NIAS wish to compromise, resolve, waive and release any and all claims, known or unknown, by and between them as fully set forth herein which exist or may exist today.
F.
Whereas, each Party, without admitting any liability whatsoever, enters into this Agreement to settle all disputes, claims and actions between the Parties, as well as to settle any and all events or relationships between the Parties.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties covenant and agree as follows:
A.
Recitals. The foregoing recitals are true and correct and incorporated by reference herein.
B.
Consideration. As full consideration for this Agreement hereunder, and as full and final satisfaction for settling the Promissory Note, Holder shall receive 200,000 shares of NIAS common stock, par value $0.001, with such Shares having a tacking date of April 26, 2011.
C.
Mutual Release. Holder, on the one hand, and NIAS, on the other hand, for themselves and their respective predecessors, successors, affiliates, officers, directors, principals, partners, employees, executors, beneficiaries, representatives, agents, assigns, attorneys, and all others claiming by or through them hereby release and forever discharge each other and their respective predecessors, successors, affiliated entities, subsidiaries, parent companies, affiliates, officers, directors, principals, partners, employees, executors, beneficiaries, representatives, agents, assigns, and attorneys from any and all actions, causes of action, suits, proceedings, debts, contracts, controversies, agreements, promises, damages, claims and demands of any kind, nature or description, known or unknown, of any kind whatsoever, whether based upon a tort, contract or other theory of recovery, and whether for compensatory damages, punitive damages or other relief in law, equity or otherwise, that any of the Parties has ever had, now has, or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement, including without limitation all claims arising out of or relating to the Debt.
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D.
Entire Agreement; No Oral Modification. This Agreement constitutes the complete and entire written agreement of compromise, settlement and release between the Parties and constitutes the complete expression of the terms of the settlement. All prior and contemporaneous agreements, representations, and negotiations are superseded and merged herein. The terms of this Agreement can only be amended or modified by a writing, signed by duly authorized representatives of all Parties hereto, expressly stating that such modification or amendment is intended.
E.
Authority to Execute. Each Party executing this Agreement represents that it is authorized to execute this Agreement. Each person executing this Agreement on behalf of an entity, other than an individual executing this Agreement on his or her own behalf, represents that he or she is authorized to execute this Agreement on behalf of said entity.
F.
Voluntary Agreement. The Parties have read this Agreement, have had the benefit of counsel and freely and voluntarily enter into this Agreement.
G.
Counterparts. This Agreement may be executed in counterparts and, if so executed, each counterpart shall have the full force and effect of an original. Further, a telecopied signature page by any signatory shall constitute an original for all purposes.
H.
Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of Nevada, and to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of the State of Nevada without giving effect to conflict of law principles. This Agreement shall be deemed made and entered into in Carson City, State of Nevada, United States of America; however, it is intended to resolve all claims, known or unknown, between NIAS and Holder in any jurisdiction.
IN WITNESS WHEREOF, the Parties have entered into this Agreement made and effective as of the date first hereinabove written.
Dated: July 7, 2011
National Intelligence Association, Inc.
By: /s/ James J. Miller
Name: James J. Miller
Title: Chief Executive Officer
Dated: July 7, 2011
Mr. Luis Carrillo III
By: /s/ Luis Carrillo
Name: Luis Carrillo III
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