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)
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Nevada
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333-149158
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26-1212244
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(State
Or Other Jurisdiction Of Incorporation Or Organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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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
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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.
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Exhibit
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Description
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10.1
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Fee Agreement with Weed & Co.
LLP
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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.
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SF Blu Vu,
Inc.
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Dated:
December 14, 2009
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By:
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/s/ Richard
O. Weed
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Richard
O. Weed
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President
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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:
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.
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.
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Very
truly yours,
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Date
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By:
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/s/ Richard
O. Weed
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Richard
O. Weed
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Managing
Partner
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Approved
and Agreed
SF Blu
Vu, Inc.
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/s/
George Marquez
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Name:
George Marquez
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