UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 29,2005
NO BORDERS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-27323 88-0429812
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(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
18301 Von Karman ,Suite 1000, Irvine CA 92612
(Address of Principal Executive Offices)
949-251-0722
Registrant's telephone number, including area code:
100 Market Street, Venice CA 90291
(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 t
o 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.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.
We entered into an Amendment to the Stock Purchase and Strategic Alliance
Agreement which we had consummated with Infospan Inc, ("Infospan"), dated
September 27, 2005 (the "Agreement") as such Agreement was reported in our 8K
filing of October 5, 2005 , amendment made as of December 29,2005 and as further
amended on February 6, 2006. Such amendments to the Agreement (referred to
herein as the "Amendment") served to revise certain provisions originally
included in the Agreement and add various other provisions to that Agreement..
Pursuant to the Amendment, Infospan agreed to provide us with assistance through
Infospan's experienced technology personnel to accelerate the full integration
our Platform with open debit card systems, interfacing with banks issuing cards
in countries outside of the US, all to facilitate the accelerated integration of
our Platform with Infospan's business operations in various foreign territories.
Any development work product generated by Infospan personnel will be owned
equally by Infospan and No Borders.
In addition, Infospan agreed to pay for the development of interfaces between
our Platform and up to three different foreign banks upon completion of the
Platform for implementation in the foreign country.
Infospan also guaranteed a $500,000 loan to us from investors Infospan brought
to us;
Moreover, Infospan agreed to provide and has been providing its senior
management team to assist us in re-structuring our company in a professional
manner in order to facilitate anticipated exponential growth while stressing
focus on each activity we undertakes and a full analysis before undertaking any
specific activity. To further assist in this connection, Infospan is providing
us with consultants to provide management structure and focus, with the goal
that these consultants or others will replace the current senior management
team, starting with the our CEO.
We have granted Infospan a non exclusive license to use our Platform and/or
license the rights to affiliated entities outside the US which are formed by
Infospan (other than in Pakistan and Mexico) and which utilize our Platform.
provided that we agree not to grant a license in other areas of the world where
Infospan or its affiliates are then operating a business using our Platform. The
Amendment eliminates our obligation to contribute our Platform and technology to
an entity which in the future is formed outside the United States.
Infospan also agreed to assist us in securing agreements with financial
institutions in foreign countries where Infospan affiliates operate using our
Platform, inclusive of Dubai and Pakistan, with the purpose of providing us with
resources to facilitate the marketing and distribution of our U.S. Bank issued
stored value cards to immigrants from those countries, especially targeting
those immigrants sending money back home.
Infospan has also agreed that it or its Affiliate intend to purchase back the
securities and rights we had previously granted Bridgepoint Partners LP and
Miller Investments, LLC. The agreement with Bridgepoint Partners LP and Miller
Investments LLC were reported in our 8K filing dated September 29, 2005, and the
amendment to such agreements were reported in our 8K filing dated October 25,
2005..
Infospan received shares of our common stock sufficient in number to provide it
a majority of our issued and outstanding shares. Thus we have issued an
additional 70 million restricted shares of our common stock to Infospan Inc. \
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
NOT APPLICABLE
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
The parties intended the above issuance of shares to InfoSpan to be exempt from
the registration requirements under the Securities Act of 1933, as amended (the
"Act"), pursuant to Section 4(2) of the Act. No Borders reliance upon this
exemption is predicated in part upon InfoSpan's representations as set forth in
the Agreement. InfoSpan represented that it is acquiring the shares for
investment purposes only and not with a view to, or the sale in connection with,
a distribution, as that term is used in Section 2(11) of the Act or any state
securities laws. InfoSpan further represented that (a) it does not constitute a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and (b) it is not acquiring the Shares as part of a group
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended InfoSpan also represented that it was knowledgeable, sophisticated
and experienced in making investment decisions of this kind and received
adequate information about No Borders, or had adequate access to information
about us.
An appropriate legend was affixed to the certificate representing the shares so
issued.debenture and warrant issued in the private placement. Each investor
represented that it was knowledgeable, sophisticated and experienced in making
investment decisions of this kind and received adequate information about No
Borders, or had adequate access to information about us.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
As a result of our issuance to InfoSpan, Inc. of additional shares of our
common stock as described in Items 1.01 and 3.02, InfoSpan is the record owner
of 95,955,000 shares of our common stock, which constitutes 56.4% of our issued
and outstanding shares of common stock..
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits. The Amendment and Schedules to the Agreement are not included and
shall be filed as Exhibits to the Form 10K we shall file for the period ending
December 31, 2005.
SIGNATURE
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.
NO BORDERS, INC.
Date:February 8, 2006 By: /s/ Raul Hinojosa
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Raul Hinojosa
President