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): December 10, 2009
 
SF Blu Vu, Inc.
 (Exact Name Of Registrant As Specified In Charter)
 
Nevada
333-149158
26-1212244
(State Or Other Jurisdiction Of Incorporation Or Organization)
(Commission File No.)
(IRS Employee Identification No.)

4695 MacArthur Court, Suite 1430
Newport Beach, CA 92660
(Current Address of Principal Executive Offices)
 
Phone number: 949-475-9086
(Issuer Telephone Number)

1040 First Avenue, Suite. 173
New York, New York 10021
 (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
 
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 5 --      Corporate Governance and Management

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
On December 10, 2009, Richard O. Weed was elected to the Board of Directors by the stockholders holding a majority of the voting power of the corporation.  Concurrently, Mr. George Marquez resigned as an officer and director of the corporation.

Information Concerning Management

As of December 10, 2009 the issuer’s officer’s and directors are:

President - Richard O. Weed

Secretary - Richard O. Weed

Treasurer - Richard O. Weed

Board of Directors - Richard O. Weed

Business Experience of the Officers and Directors

Richard O. Weed, age 47, Board Member, President, Treasurer and Corporate Secretary, is partner in Weed & Co. LLP.  Weed & Co. LLP is a law firm that provides advice on capital formation and business strategy, including litigation.  The firm is known for using analytical firepower, creative problem solving, and resourceful implementation to assist clients.

RICHARD O. WEED, born San Antonio, Texas, June 18, 1962; admitted to bar, 1987, Texas; 1993, California.  Education: University of Texas at Austin (B.B.A., 1984); St. Mary’s University School of Law (J.D., 1987): University of Southern California (M.B.A., 1992). Phi Delta Phi. Senior Associate Editor, St. Mary’s Law Journal, 1986-1987. Adjunct Professor of Law, Western State University College of Law, Irvine, California 1994-1996; Adjunct Professor of Business, DeVry Institute of Technology, Long Beach, California; 1997; Bankruptcy Litigation Attorney Gibson, Dunn & Crutcher, Irvine, California 1993; Business Litigation Attorney with Foster, Lewis, Langley, Gardner & Banack, Inc., San Antonio, Texas 1987-1991.  Member: State Bar of California; State Bar of Texas; American Bar Association; Orange County Bar Association and Association for Corporate Growth.  PRACTICE AREAS: Securities, Business Law, Mergers, Acquisitions and Divestitures, Corporate Law, and Litigation.

Weed & Co. LLP has a written fee agreement to perform legal services until November 30, 2010.  Under the fee agreement, Weed & Co. LLP receives a fixed fee of $5,000 per month.  Further, Mr. Weed received 100,000 shares of common stock and will receive $1,500 per month for serving as Corporate Secretary.
 
Section 9 --     Financial Statement and Exhibits

Item 9.01      Financial Statement and Exhibits.
 
Exhibit   Description
10.1   Fee Agreement with Weed & Co. LLP
 
          
 
 

 

 


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.
 
 
  SF Blu Vu, Inc.
 
       
Dated: December 14, 2009
By:
/s/ Richard O. Weed
 
   
Richard O. Weed
 
   
President
 
       


Exhibit 10.1 - Fee Agreement with Weed & Co. LLP



Weed & Co. LLP
4695 MacArthur Court, Suite 1430
Newport Beach, CA 92660
Telephone 949.475.9086 Facsimile 949.475.9087

December 10, 2009


SF Blu Vu, Inc.
1040 First Avenue, Suite. 173
New York, New York 10021

RE: Legal Services

Greetings:

The purpose of this letter is to memorialize the fee agreement between SF Blu Vu, Inc., a Nevada corporation, and its subsidiaries (“CLIENT”), and Weed & Co. LLP, a California limited liability partnership (“Law Firm”).

Annual Compliance Package ($5,000/month and 100,000 shares stock) includes: (i) the annual report on Form 10-K or similar filing for the Pink Sheets Information Service; (ii) the annual meeting of stockholders; (iii) three quarterly reports on Form 10-Q or similar filing for the Pink Sheets Information Service; and (iv) up to four current reports on Form 8-K or similar filing for the Pink Sheets Information Service.

Commencing December 1, 2009 and continuing through November 30, 2010, Law Firm shall render the legal services described above as the Annual Compliance Package for a fixed fee of $5,000, payable monthly, in arrears.  CLIENT may engage Law Firm on any new matters in exchange for payment of fees determined in accordance with this agreement.  Law Firm makes no promises or guarantees regarding the outcome of matters upon which Law Firm is engaged to represent CLIENT.

To protect both of the parties and to comply with professional obligations, we have already discussed with each other and resolved any potential conflicts of interest with present or former clients.  The services that Law Firm will provide shall be in accordance with the following terms and conditions.  We advise you to seek the advice of independent counsel before signing this agreement.

Professional Fees

Fees will be based upon the reasonable value of Law Firm’s services as determined in accordance with the American Bar Association Model Code of Professional Responsibility and the California & Texas Rules of Professional Conduct.  Fees will be based on the rates charged by Law Firm.

Law Firm’s rate is $300 per hour.  It is anticipated that CLIENT and Law Firm will agree on a fixed fee for special projects from time to time.  The fixed fee arrangements for special projects will be agreed to in writing. Law Firm's fees will be paid in cash and as follows:
 
1


Initial Retainer

To insure the availability of Law Firm and to increase Law Firm’s proprietary interest in the success of CLIENT, thereby encouraging the Law Firm to maintain the relationship with CLIENT, CLIENT hereby grants to Richard O. Weed, as designee for Law Firm 100,000 shares of CLIENT common stock.  CLIENT agrees to standard piggy back registration rights to register the shares of common stock at CLIENT’S own expense.

Costs and Expenses

CLIENT understands that in the course of representation, it may be necessary for Law Firm to incur certain costs or expenses. CLIENT will reimburse Law Firm for certain costs or expenses actually incurred and reasonably necessary for completing the assigned matter, as long as the charges for costs and expenses are competitive with other sources of the same products or services and approved by CLIENT in advance. More particularly, CLIENT will reimburse Law Firm in accordance with the following guidelines:

1. Computer-Related Expenses - CLIENT will reimburse Law Firm for computerized research and research services. However, any charges over $500 per month will require approval. CLIENT also encourages Law Firm to utilize computer services that will enable Law Firm to more efficiently manage the projects.

2. Travel - CLIENT will reimburse Law Firm for expenses in connection with out of town travel. However, CLIENT will only reimburse for economy class travel and, where necessary, for the reasonable cost of a rental car. All related travel expenses, i.e., lodging and meals, must be reasonable under the circumstances.

3. Filing Fees & Court Costs - CLIENT will reimburse Law Firm for expenses incurred in connection with filing fees and court costs, if any, but will not be responsible for sanctions or penalties imposed due to the conduct of Law Firm.

CLIENT shall pay and hold Law Firm harmless from all such costs and expenses incurred on CLIENT's behalf.  Law Firm may, but shall not be obligated to, advance funds on CLIENT's behalf. In such event, CLIENT agrees to reimburse Law Firm upon demand for the amounts advanced. Substantial outside fees (such as state filing fees or SEC filing services) may be referred to CLIENT for direct payment.

Billing

All bills will include a summary statement of the kinds of services rendered during the relevant period.  CLIENT expects that Law Firm will maintain back-up documentation for all expenses.  CLIENT expects to be billed monthly or at the conclusion of each project and agrees to pay Law Firm’s invoices within fifteen days of receipt.  Law Firm shall bill in increments of one-quarter (1/4) hour unless otherwise agreed in writing.
 
2


Delay in Payment

In the event that any of Law Firm's bills remain unpaid for more than 60 days after receipt by CLIENT, Law Firm shall have the right to discontinue rendering further services to CLIENT in connection with any matter then being handled for CLIENT by Law Firm and to take appropriate action to collect such fees.

Involvement of Client

CLIENT expects to be kept closely involved with the progress of Law Firm’s services in this matter. Law Firm will keep CLIENT apprised of all material developments in this matter, and will provide sufficient notice to enable a representative to attend meetings, conferences, and other proceedings.

There may be times when Law Firm will need to obtain information from CLIENT. All requests for access to documents, employees, or other information shall be granted without unreasonable delay.

Termination

CLIENT shall have the right to terminate Law Firm’s engagement by written notice at any time.  Law Firm has the same right to terminate this engagement, subject to an obligation to give CLIENT reasonable notice to permit it to obtain alternative representation or services and subject to applicable ethical provisions.  Law Firm will be expected to provide reasonable assistance in effecting a transfer of responsibilities to the new service provider.

Disputes

The laws of the State of California shall govern the interpretation of this agreement, including all rules or codes of ethics that apply to the provision of services.  All disputes between us arising out of this engagement that cannot be settled shall be resolved in a federal or state court located in Orange County, California.

If the foregoing accurately reflects our agreement regarding professional services, please sign and return a duplicate copy of this letter.  Thank you in advance for your prompt attention to this matter.
 
 
Very truly yours,
 
       
Date
By:
/s/ Richard O. Weed  
    Richard O. Weed  
    Managing Partner  
       

Approved and Agreed
SF Blu Vu, Inc.
 
         
/s/ George Marquez
   
 
 
Name: George Marquez
   
 
 
 
   
 
 
 

 
 
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