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): May 2, 2016
Stratean Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53498 | 87-044945 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
70 North Main Street, Ste. 105 Bountiful, Utah |
84010 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 801-244-4405
___________________________________________________ (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 (17CFR 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 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 5.02 is incorporated into this Item 1.01 by reference.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective May 2, 2016, the Company’s board of directors appointed Todd Thompson to act as the Company’s Secretary. The description of Mr. Thompson’s employment history is set forth below.
Mr. Thompson is a season business professional who has an extensive investment management background. Mr. Thomson holds a B.S. in Computer Science from the University of Utah and a Masters of Computer Graphic from the Academy of Art University in San Francisco. Over past five years he has served in senior management positions for the following Companies; CEO and Founder of Trillium Capital, an investment company dealing in commercial and residential real estate transactions; President of RePlay Entertainment Group, where he is responsible for the creation and development of mobile applications; Director of Operations for Cardinal Points, Inc. where he is responsible for managing the creation and sourcing of a wide range of textiles from China and Italy for the United States market. Mr. Thompson will continue to serve in all of these positons in addition to his services as the Company’s Secretary.
Mr. Thompson does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
There are no family relationships between Mr. Thompson and any of the Company’s directors or executive officers.
Aside from the following, Mr. Thompson has not had any material direct or indirect interest in any of the Company’s transactions or proposed transactions over the last two years.
Effective May 2, 2016, the Company entered into an agreement with Mr. Thompson to act as the Company’s Secretary. The agreement will have an initial term of 180 days with a right for the Company to renew following the term. Under the agreement, the Company agreed to compensate Mr. Thompson, based on his performance, with a combination of shares of common stock and cash, not to exceed 150,000 shares of common stock and $150,000.
A copy of the agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference. The foregoing description of the agreement is qualified in its entirety by reference to the full text thereto.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Agreement, dated May 2, 2016 with Todd Thompson |
| 2 |
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.
Statean Inc.
| /s/ Zachary Bradford |
| Zachary
Bradford Chief Financial Officer |
| Date: May 9, 2016 |
| 3 |
Agreement for Appointment as Corporate Secretary
THIS AGREEMENT made as of the 25th day of April 2016, between Stratean Inc. a corporation incorporated under the laws of the State of Nevada (the " Company"); and Todd Thompson (" Mr. Thompson").
WHEREAS the Company desires to obtain the benefit of the services of Mr. Thompson, and Mr.
Thompson desires to render such services on the terms and conditions set forth.
IN CONSIDERATION of the promises and other good and valuable consideration (the sufficiency and receipt of which are hereby acknowledged) the parties agree as follows:
| 1. | Services |
Mr. Thompson agrees that he will at all times faithfully, industriously, and to the best of his skill, ability, experience and talents, perform all of the duties required of his position. In carrying out these duties and responsibilities, he agrees to comply with all legal and Company policies, procedures, rules and regulations, both written and oral, as are required by any regulating body and as announced by the Company from time to time. It is also understood and agreed to by Mr. Thompson that his assignment, duties and responsibilities and reporting arrangements may be changed by the Company in its sole discretion without causing termination of this agreement.
| 2. | Position Title |
As the Company Secretary, Mr. Thompson is required to perform the following duties and undertake the following responsibilities in a professional manner:
| a) | Act as an officer of the Company through the positon of Secretary. |
b) Perform duties as commonly expected of the Secretary.
| c) | Assist the Company with the due diligence process related to raising capital in exempt private placement offerings. |
d) Mr. Thompson will be responsible for setting his own schedule.
| 3. | Compensation |
a) As full compensation for all services provided the employee shall receive no fixed salary but will be compensated based upon overall performance and upon successful completion of a significant capital raise.
b) Compensation will be a mix of shares of the Company’s $0.001 par value common stock and cash.
c) The compensation under this agreement shall not exceed 150,000 shares of Common stock and
$150,000 in cash.
d) All reasonable expenses arising out of agreement shall be reimbursed assuming same have been
authorized prior to being incurred and with the provision of appropriate receipts.
| 4. | Consultant |
All parties acknowledge that for both federal and state tax purposes, Mr. Thompson will be treated as an independent Consultant and will be responsible for all taxes that arise from compensation received from the Company.
| 5. | Non-compete |
All parties acknowledge that Mr. Thompson is an independent consultant may also participate in other business arrangements. Due to the potential conflict of interest that may arise Mr. Thompson agrees to act in good faith and agrees to not obstruct or interfere with any business dealing of the Company. In the case that a material conflict of interest arises Mr. Thompson agrees to notify the Board of directors immediately. Mr. Thompson acknowledges that he may have access to privileged or confidential information he agrees to not disclose said information.
| 6. | Service term |
This agreement will have an initial term of 180 days. Upon expiration the Company will evaluate the performance and retains the right to put a long term agreement in place to be mutually agreed upon by all parties.
| 7. | Laws |
This agreement shall be governed by the Laws of the State of Nevada
IN WITNESS WHEREOF the employer has caused this agreement to be executed by its duly
authorized officers and Mr. Thompson.
/s/ Todd Thompson
Mr. Todd Thompson
Date:04/26/2016
/s/ S. Matthew Schultz
Mr. S. Matthew Schultz, CEO
Date:05/02/2016
| 2 |