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): July 7, 2011
NATIONAL INTELLIGENCE ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-163628 | 27-0310225 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
| Identification Number) |
| 1800 Ravinia Place Orland Park, IL 60462 |
|
| (Address of principal executive offices) |
|
| (312) 775-9700 |
|
| (Registrant’s Telephone Number) |
|
(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo, Huettel & Zouvas, 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
On July 7, 2011, National Intelligence Association, Inc., a Nevada corporation (the "Company") issued two (2) 12-month, 10% Promissory Notes (the “Notes”) to Millington Capital Corp. (“MCC”) in the amount of thirty five thousand dollars ($35,000) each to evidence funds previously loaned by MCC to the Company totaling $70,000. The Notes are due on or before July 7, 2012.
The description of the Notes is a brief summary only and is qualified in its entirety by the respective terms set forth therein. A copy of the Note evidencing the April 21, 2011 loan is filed as Exhibit 10.1 to this Current Report on Form 8-K and a copy of the Note evidencing the June 1, 2011 loan is filed as Exhibit 10.2 to this Current Report on Form 8-K.
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 is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Description of Exhibit |
10.1 | Promissory Note issued to Millington Capital Corp. dated July 7, 2011. |
10.2 | Promissory Note issued to Millington Capital Corp. 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.
| NATIONAL INTELLIGENCE ASSOCIATION, INC. | |||
|
|
|
| |
Dated: July 7, 2011 | By: | /s/ James J. Miller |
| |
|
| James J. Miller |
| |
|
| Chief Executive Officer |
| |
2
Exhibit 10.1
UNSECURED PROMISSORY NOTE
____________________________________________________________________________________________________________
PRINCIPAL AMOUNT:
$35,000
LOAN DATE:
April 21, 2011
EXECUTION DATE:
July 7, 2011
INTEREST RATE:
10.00% SIMPLE INTEREST
BORROWER:
National Intelligence Association, Inc.
LENDER:
Millington Capital Corp.
DUE DATE:
July 7, 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 Millington Capital Corp. (the “Lender”), the principal amount of thirty five thousand US dollars ($35,000), 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
2
Exhibit 10.2
UNSECURED PROMISSORY NOTE
____________________________________________________________________________________________________________
PRINCIPAL AMOUNT:
$35,000
LOAN DATE:
June 1, 2011
EXECUTION DATE:
July 7, 2011
INTEREST RATE:
10.00% SIMPLE INTEREST
BORROWER:
National Intelligence Association, Inc.
LENDER:
Millington Capital Corp.
DUE DATE:
July 7, 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 Millington Capital Corp. (the “Lender”), the principal amount of thirty five thousand US dollars ($35,000), 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
2