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): September 15, 2015

WISDOM HOMES OF AMERICA, 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:

¨ 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))

Section 1 – Registrant’s Business and Operations.

Item 1.01 Entry into a Material Definitive Agreement.

On March 26, 2014, we entered in a Note and Stock Purchase Agreement with an investor whereby we issued a 20% Convertible Promissory Note in the face amount of $100,000, and 300,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $100,000. On May 5, 2015, and effective as of April 26, 2015, we entered into a First Amendment to 20% Convertible Secured Promissory Note pursuant to which the parties extended the maturity date of the Note from April 26, 2015, to October 31, 2015. The transaction closed on May 15, 2015, the day the executed amendment was delivered to us.

On March 28, 2014, we entered in a Note and Stock Purchase Agreement with an investor whereby we issued a 20% Convertible Promissory Note in the face amount of $100,000, restricted in accordance with Rule 144, in exchange for $100,000. On May 5, 2015, and effective as of April 28, 2015, we entered into a First Amendment to 20% Convertible Secured Promissory Note pursuant to which the parties extended the maturity date of the Note from April 28, 2015, to April 30, 2016. The transaction closed on May 15, 2015, the day the executed amendment was delivered to us. Then, on May 19, 2015, we entered into a Second Amendment to 20% Convertible Secured Promissory Note pursuant to which the parties reduced the maturity date of the Note from April 30, 2016, to October 31, 2015. This transaction closed on May 20, 2015, the day the executed amendment was delivered to us.

On September 15, 2015, we received an executed Second Amendment to 20% Convertible Secured Promissory Note, and an executed Third Amendment to 20% Convertible Secured Promissory Note, each dated July 24, 2015, pursuant to which we assigned all payments under that certain Non-Recourse Secured Promissory Note dated May 19, 2014, as amended on July 24, 2015, and executed by Platinum Technology Ventures, LLC in the principal amount of Two Hundred Thousand Dollars ($200,000), to the investors. There were eight (8) payments of Ten Thousand Dollars ($10,000) left under the Platinum Note beginning on August 20, 2015.

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Second Amendment to 20% Convertible Secured Promissory Note dated July 24, 2015.

10.2		Third Amendment to 20% Convertible Secured Promissory Note dated July 24, 2015.

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.

	Wisdom Homes of America, Inc.

Dated: September 17, 2015	By:	/s/ James Pakulis
		James Pakulis
	Its:	President and Chief Executive Officer

EXHIBIT 10.1

SECOND AMENDMENT TO

20% CONVERTIBLE SECURED PROMISSORY NOTE

This Second Amendment to 20% Convertible Secured Promissory Note (this “Amendment”) is entered into and effective on July 24, 2015 (the “Effective Date”) by and between Wisdom Homes of America, Inc. (f/k/a SearchCore, Inc.), a Nevada corporation (the “Company”) and Robert S. and Rita DeLue, Trustees of the Robert S. and Rita DeLue 1995 Revocable Family Trust (the “Holder”).

RECITALS

WHEREAS, the Company and Holder are parties to that certain 20% Convertible Secured Promissory Note dated April 26, 2014, in the original principal amount of One Hundred Thousand Dollars ($100,000) (the “Original Note”);

WHEREAS, the Company and Holder entered into a First Amendment to 20% Convertible Secured Promissory Note on May 5, 2015 (the “First Amendment”); and

WHEREAS, the Company and Holder desire to amend certain provisions of the Original Note, effective as of the Effective Date, as set forth herein.

NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Holder agree as follows:

AGREEMENT

1. The Company is the holder of that certain Non-Recourse Secured Promissory Note dated May 19, 2014, as amended on July 24, 2015, executed by Platinum Technology Ventures, LLC in the principal amount of Two Hundred Thousand Dollars ($200,000) (the “Platinum Note”). The Company hereby agrees to assign one-half (1/2) of all payments made pursuant to the Platinum Note after the date hereof, constituting eight (8) payments of Ten Thousand Dollars ($10,000) each beginning on August 20, 2015, to Holder to pay down the principal and interest due under the Original Note, as amended by the First Amendment.

2. Other than as set forth herein, the terms and conditions of the Original Note, as amended by the First Amendment, shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company and Holder have executed this Agreement on the date first written above.

“Company”		“Holder”

Wisdom Homes of Nevada, Inc.,		Robert S. and Rita DeLue 1995 Revocable
a Nevada corporation		Family Trust

By:	/s/ James Pakulis	By:	/s/ Robert S. DeLue
	James Pakulis		Robert S. DeLue
Its:	President	Its:	Trustee

		By:	/s/ Rita DeLue
			Rita DeLue
		Its:	Trustee

EXHIBIT 10.2

THIRD AMENDMENT TO

20% CONVERTIBLE SECURED PROMISSORY NOTE

This Third Amendment to 20% Convertible Secured Promissory Note (this “Amendment”) is entered into and effective on July 24, 2015 (the “Effective Date”) by and between Wisdom Homes of America, Inc. (f/k/a SearchCore, Inc.), a Nevada corporation (the “Company”) and Equity Trust Co. Custodian f/b/o David E. Backman IRA #T050826 (the “Holder”).

RECITALS

WHEREAS, the Company and Holder are parties to that certain 20% Convertible Secured Promissory Note dated April 28, 2014, in the original principal amount of One Hundred Thousand Dollars ($100,000) (the “Original Note”);

WHEREAS, the Company and Holder entered into a First Amendment to 20% Convertible Secured Promissory Note on May 5, 2015 (the “First Amendment”), and a Second Amendment to 20% Convertible Secured Note on May 19, 2015 (the “Second Amendment”); and

WHEREAS, the Company and Holder desire to amend certain provisions of the Original Note, effective as of the Effective Date, as set forth herein.

NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Holder agree as follows:

AGREEMENT

2. Other than as set forth herein, the terms and conditions of the Original Note, as amended by the First Amendment and Second Amendment, shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company and Holder have executed this Agreement on the date first written above.

“Company”		“Holder”

Wisdom Homes of Nevada, Inc.,		Equity Trust Co. Custodian f/b/o
a Nevada corporation		David E. Backman IRA #T050826

By:	/s/ James Pakulis	By:	/s/ David E. Backman
	James Pakulis		David E. Backman
Its:	President	Its:	Lender/Owner of IRA Account