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) January 6, 2010
UOMO Media Inc.
(Exact name of registrant as specified in its charter)
Nevada
333-131621
20-1558589
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
161 Bay St. 27th Floor, Toronto, Ontario, Canada
M5J 2S1
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
(416) 368-4400
________________________________________________________________________
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On January 6, 2010, we issued a Promissory Note to Green Stone Capital, in consideration of a loan of up to a total of $150,000 USD over a total term of one year and six months. The entire unpaid Principal Amount and accrued interest under this Note shall become immediately due and payable at the end of the each 12-month repayment term as per the terms of the Promissory Note. We are permitted to make partial payments against the principal balance of $150,000 USD plus the calculated accrued interest at the time of repayment, at any time without penalty.
The Promissory Note issued by UOMO Media Inc. to Green Stone Capital is filed as Exhibit 10.1 to this report, incorporated herewith.
This report may contain forward-looking statements that involve risks and uncertainties. We generally use words such as “believe,” “may,” “could,” “will,” “intend,” “expect,” “anticipate,” “plan,” and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including: our ability to continue as a going concern, the various interrelationships between our officers and directors which may cause conflicts of interest, amendments to current regulations adversely affecting our business, results of operations and prospects, our ability to raise additional capital, that we do not carry insurance and we may be subject to significant lawsuits which could significantly increase our expenses, and such other risks and uncertainties as may be detailed from time to time in our public announcements and filings with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Promissory Note issued by UOMO Media Inc. to Green Stone Capital, dated January 6, 2010.
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.
UOMO Media Inc.
(Registrant)
Date: January 11, 2010
/s/ Camara Alford
(Signature)
Name: Camara Alford
Title: Chief Executive Officer
PROMISSORY NOTE
AMOUNT
First Tranche: US$100,000
ISSUANCE DATE
January 6, 2010
MATURITY DATE
January 6, 2011
AMOUNT
Second Tranche: US$50,000
ISSUANCE DATE
July 6, 2010
MATURITY DATE
July 6, 2011
FOR VALUE RECEIVED, UOMO Media Inc. (“Borrower”), a Nevada corporation, having an address of 161 Bay Street, 27 th Floor, Toronto, Ontario, M5J 2S1, Canada, hereby promises to pay to the order of Green Stone Capital, (“Lender”), the sum drawn up to Total of One Hundred Fifty Thousand U.S. Dollars (US$150,000), together with interest on the unpaid principal amount, upon the terms and conditions specified below.
1. TRANCHES. The Borrower will receive advanced amounts in 2 separate tranches (“Tranche”) up to an aggregate of US$150,000 under the terms set forth herein. The aggregate unpaid principal balance outstanding, if any, at any time during the term of this Note shall be referred to as the “Principal Amount.”
2. TERM. The Principal Amount of each Tranche and all interest accrued shall be due and payable and must be paid to the Lender no later than 12 Months from Date of each Tranche (the “Maturity Date”).
3. RATE OF INTEREST. Interest payable on the Principal Amount shall accrue at a fixed rate equal to 20%. Interest shall be calculated at the end of the 12-month term based on the outstanding Principal Amount at the end of the term. Outstanding interest is due at the time the Principal Amount is due as set forth in this Note. Interest shall only accrue on sums advanced and received by Borrower under this Note.
4. RATE OF INTEREST: EARLY PREPAYMENT OPTION. Interest payable on the Principal Amount shall be reduced and accrued at a fixed rate equal to 10% should the Borrower wish to pay back the outstanding Principal Amount at 6 Months from Date of Each Tranche. Interest shall be calculated at the end of the 6-month term based on the outstanding Principal Amount at the end of the term. Outstanding interest is due at the same time the Principal Amount is paid as outlined herein. Interest shall only accrue on sums advanced and received by Borrower under this Note.
5. PREPAYMENT. Prepayment of the Principal Amount and interest may be made at any time, in any amount, without penalty.
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6. NOTE DUE AND PAYABLE . The entire unpaid Principal Amount and accrued interest under this Note shall become immediately due and payable upon the insolvency of the Borrower, the commission of an act of bankruptcy by the Borrower, the execution by the Borrower of a general assignment for the benefit of creditors, or the filing by or against the Borrower of a petition in bankruptcy or a petition for relief under the provisions of any bankruptcy, insolvency, company creditors’ arrangement, similar statute, or any other statute applicable to the relief of debtors, of the United States, Canada, or any other jurisdiction, and the continuation of such petition without dismissal for a period of 90 days or more.
7. WAIVER. No previous waiver and no failure or delay by the Lender or the Borrower in acting with respect to the terms of this Note shall constitute a waiver of any breach, default, or failure of condition under this Note or the obligations secured thereby. A waiver or modification of any term of this Note or of any of the obligations secured thereby must be made in writing and signed by a duly authorized officer of the Lender and shall be limited to the express terms of such waiver.
The Borrower hereby expressly waives presentment and demand for payment on the Maturity Date.
8. CONFLICTING AGREEMENTS. In the event of any inconsistencies between the terms of this Note and the terms of any other document related to any advances evidenced by this Note, the terms of this Note shall prevail.
9. GOVERNING LAW. This Note shall be construed in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein, and the parties stipulate to the personal jurisdiction of the courts of the Province of Ontario.
[ The remainder of this page is intentionally left blank; Signature page to follow. ]
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IN WITNESS WHEREOF, the parties hereto have executed this Promissory Note as of the 6th day of January, 2010.
Borrower:
UOMO MEDIA INC.
Authorized signature:
/s/ Camara Alford
Camara Alford
Chairman & CEO
Lender:
GREEN STONE CAPITAL
Authorized signature:
/s/ Tenchi Hartman
Tenchi Hartman
President
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