Current Report Filing (8-k)
September 14 2015 - 9:46AM
Edgar (US Regulatory)
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 2, 2015
NET TALK.COM, INC.
(Exact Name of Registrant as Specified in
its Charter)
Florida |
000-53668 |
20-4830633 |
(State of Incorporation) |
(Commission File Number) |
(IRS Employer |
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Identification Number) |
1080 NW 163rd Drive, No. Miami
Beach, Florida 33169
(Address of principal executive offices) (Zip
code)
(305) 621-1200 (305) 621-1200 FREE
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below of the
Form 8-K if the 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 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 8.01 Other Events.
On September 2, 2015, KBM Worldwide, Inc. (“KBM”)
filed a complaint against Net Talk.com, Inc. (the “Company”), Anastasios Kyriakides (the chief executive officer of
the Company), Steven M. Healy (the chief financial officer of the Company), Kenneth Hosfeld (a director of the Company), Telestrata,
LLC and Samer Bishay, in the U.S. District Court for the Eastern District of New York. The complaint alleges, among other things,
violations of the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934, as amended and Rule 10b-5 thereunder,
by the Company, Mr. Kyriakides, Mr. Healy and Mr. Hosfeld, and breaches of contract by the Company, relating to a convertible promissory
note issued by the Company in the amount of $53,500 to KBM on or about December 15, 2014. The complaint alleges, among other things,
that the Company failed to maintain sufficient shares of common stock reserved for issuance upon conversion of the note and failed
to timely issue shares of common stock upon receipt of a conversion notice under the note. The complaint seeks damages of not less
than $107,000 plus interest, fees, and legal expenses, and injunctive relief directing the Company to permit the note to be converted
to common stock.
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.
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Net Talk.com, Inc. |
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By: |
/s/ Anastasios Kyriakides |
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Name: |
Anastasios Kyriakides |
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Title: |
Chief Executive Officer |
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Dated: |
September 14, 2015 |
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