Current Report Filing (8-k)

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): November 5, 2014

SEARCHCORE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-51225	43-2041643
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 North Northeast Loop 323 Tyler, TX 75708 (Address of principal executive offices) (zip code)

(800) 727-1024 (Registrant’s telephone number, including area code)

___________________________________________________
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Ghost Management Group, LLC

On December 11, 2012, we entered into an Agreement and Plan of Reorganization, pursuant to which we sold our finder site, weedmaps.com. Pursuant to the terms of the sale and as partial consideration, we received a Secured Promissory Note in the original principal amount of Three Million Dollars ($3,000,000). Pursuant to the Note, we are to receive (i) Two Hundred Fifty Thousand Dollars ($250,000) on January 15, 2013 (which payment date was extended to January 31, 2013), which was received; (ii) One Hundred Thousand Dollars ($100,000) each month beginning on February 25, 2013, and continuing on the twenty fifth (25th) of each month thereafter for a total of twenty eight (28) months, which payments for February 2013 through October 2014 were received; and (iii) Sixteen Thousand Five Hundred Dollars ($16,500) on July 25, 2015.

On November 5, 2014, we entered into a First Amended to Secured Promissory Note with Ghost Management Group, LLC—the current obligor under the Note. Pursuant to this amendment, Ghost Management made a principal payment of One Hundred Thousand DollarS ($100,000) on November 4, 2014, which represented the payment that would otherwise have been due on May 25, 2015. In consideration for accelerating this payment, we agreed to waive the final payment of Sixteen Thousand Five Hundred Dollars ($16,500) that would have been due on July 25, 2015. All other payment obligations under the Note remain unchanged, and accordingly, we will receive six (6) more payments of One Hundred Thousand Dollars on the 25th of each month between November 25, 2014, and April 25, 2014.

Item 1.02 Termination of a Material Definitive Agreement.

On November 5, 2014, we repaid the promissory note to LG Capital Funding, LLC, that on May 16, 2014, we entered into in connection with a Securities Purchase Agreement, pursuant to which we sold LG Capital an 8% Convertible Promissory Note in the original principal amount of One Hundred Five Thousand Dollars ($105,000). We repaid the entire principal balance of the Note, plus accrued interest and a prepayment premium in the amount of One Hundred and Fifty Thousand Nine Hundred Twelve Dollars and Thirty Three Cents ($150,912.33).

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1(1)		Securities Purchase Agreement dated December 31, 2012

10.2		First Amendment to Secured Promissory Note dated November 5, 2014

10.3(2)		Securities Purchase Agreement dated May 16, 2014

10.4(2)		8% Convertible Promissory Note dated May 16, 2014

________________

(1) Incorporated by reference from our Form 10-12G filed with the Commission on January 30, 2013.

(2) Incorporated by reference from our Current Report on Form 8-K dated May 12, 2014, and filed with the Commission on May 23, 2014.

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.

	SearchCore, Inc.

Dated: November 6, 2014	By:	/s/ James Pakulis
		James Pakulis
		President and Chief Executive Officer

EXHIBIT 10.2

FIRST AMENDMENT TO

SECURED PROMISSORY NOTE

This First Amendment to Secured Promissory Note (this “Amendment”) is entered into on November 5, 2014 by and between Ghost Management Group, LLC, a Delaware limited liability company (the “Company”) and SearchCore, Inc., a Nevada corporation (the “Holder”). Each of the Company and the Holder may be referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the Company (as successor to the original obligor, RJM BV, and subsequent successor to Ghost Media Group, LLC, a Nevada limited liability company effective as of October 1, 2014) is currently the obligor under that certain Secured Promissory Note dated December 31, 2012 in the original principal amount of $3,000,000 in favor of the Holder (the “Note”);

WHEREAS, the Parties desire to amend the Note as set forth herein to accelerate one of the monthly payments and to reduce the outstanding principal amount.

NOW, THEFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Pursuant to Section 2(B) of the Note, the Company is obligated to make a payment in the amount of One Hundred Thousand Dollars ($100,000) on the twenty fifth (25th) of each month through and including May 25, 2015, plus, pursuant to Section 2(C) of the Note, a final payment in the amount of Sixteen Thousand Five Hundred Dollars ($16,500) on July 25, 2015 (the “Last Payment”).

2. At Holder’s request, the Company agreed to make, and made, by wire transfer to the Holder on November 4, 2014, an additional principal payment for the month of November 2014 of One Hundred Thousand Dollars ($100,000), which the Company and Holder agree was an early payment of the monthly amount that would be due May 25, 2015. As consideration for the early payment, the Holder hereby waives the Last Payment and reduces the amount owing under the Note by the amount of the Last Payment. All other payment obligations will remain as stated in the Note, as follows: six payments of One Hundred Thousand Dollars ($100,000) due on the 25th of the month, from November 25, 2014 through and including April 25, 2015, at which point the Note will be paid in full.

3. Other than as set forth herein, the term and conditions of the Note shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the date first set forth above.

“Company”		“Holder”

Ghost Management Group, LLC,		SearchCore, Inc.,
a Delaware limited liability company		a Nevada corporation

/s/ Justin Hartfield		/s/ James Pakulis
By: Justin Hartfield		By: James Pakulis
Its: Manager		Its: Chief Executive Officer

/s/ Douglas Francis
By: Douglas Francis
Its: Manager