- Current report filing (8-K)
June 23 2009 - 2:05PM
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): June 8, 2009
YATINOO,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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333-149995
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20-8066540
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(State
of other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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510
Turnpike Street, Suite 103
North
Andover, MA 01845
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(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (978) 222-9813
Not
applicable
(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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
Entry Into a Material
Definition Agreement
Yatinoo,
Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) dated
as of June 8, 2009, with Atmosphere Corp., a recently formed Delaware
corporation. Under the APA, the Company sold to Atmosphere certain
non-core assets identified as OZQ8.com, rights to the unfinished software source
code relating to an Internet business and social network of the Company, and a
license to use all of the intellectual property of the Company.
On April
16, 2009, the Company completed the acquisition of OZQ8, Inc., a Kuwait
corporation (“OZQ8”). The Company purchased all of the outstanding
capital stock and assets of OZQ8, pursuant to a Securities and Asset Purchase
Agreement which has been filed as Exhibit 10.1 to the Company’s Form 8-K filed
with the SEC on April 20, 2009. A purchase price of $45,000 was
paid. OZQ8 owns and operates the domain www.ozq8.com, along with
other related domain names, source code and intellectual property
rights.
The
Company disclosed in a Form 8-K filed with the SEC on April 29, 2009, that it
had entered into a Software License Agreement dated April 23, 2009 (the
“License”), with Web Vois Global Communication, Inc. (the “Licensor”), a
Moroccan corporation. The Licensor owns technology, patents and
published works (the “Technology”) related to voice over Internet Protocol
(“VOIP”). The Licensor granted to the Company an exclusive license to
use and modify the software in source code to develop the Company’s website
called the Atmosphere (a social network). This is expected to provide
the Company with VOIP, videos, text input and audio and Twitter capabilities,
via mobile devices. The Company paid the Licensor a fee of $33,0000
upon execution of the License and is obligated to pay $33,000 for the first year
thereafter and $16,500 every three months after the first year.
The
Company granted Atmosphere Corp. a non-exclusive 25 year license to use the
intellectual property associated with the portal Yatinoo.com and the Yatinoo
search engine. In addition, under the terms of the Web Vois License,
the Company granted Atmosphere Corp., a sub-license to use the Web Vois software
in an unfinished source code.
The
Company has been unable to re-list its securities on the OTC Bulletin Board
maintained by FINRA which has prevented it from obtaining the funds necessary to
expand its business. The Company’s Board of Directors therefore
decided to limit its activities to its original business of operating the portal
Yatinoo.com. In consideration for the foregoing sale of assets and
grant of a license to Atmosphere Corp., the Company will receive 5% of the
outstanding Common Stock of Atmosphere Corp.
Item
5.03
Amendment to Articles of
Incorporation or By-Laws
On June 23, 2009, the Company amended
and restated its Certificate of Incorporation to decrease the number of
authorized shares of common stock, par value $.001 per share (the “Common
Stock”), from five hundred million to fifty million, and (ii) effect a reverse
stock split pursuant to which for every forty (40) shares of Common Stock, which
shall have been issued and shall be outstanding immediately prior to the
effectiveness of this amendment shall be reverse split into one (1) share of
Common Stock.
The above-described amendment was
approved by unanimous written consent of the Board of Directors and at least a
majority in interest of the shareholders. On June 19, 2009, the
record date for the reverse split, there were 34,896,000 shares issued and
outstanding which will be exchanged for 872,400 reverse split
shares.
Item
9.01
Financial Statement and
Exhibits
(a)(b)
Financial Statistics – None
(d)
Exhibits
3.1
Amended and Restated Certificate of Incorporation of Yatinoo, Inc.
10.1
Asset Purchase Agreement dated as of June 8, 2009, by and between the Yatinoo,
Inc. and Atmosphere Corp.
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 thereunto
duly authorized.
Date:
June 23, 2009
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Yatinoo,
Inc.
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By:
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/s/
Francis P. Magliochetti
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Francis
P. Magliochetti
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Interim
CEO
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