8-K 1 g4471.txt CURRENT REPORT DATED 10-13-10 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): October 13, 2010 ADD-ON EXCHANGE, INC. (Exact name of registrant as specified in its charter) Delaware 000-52867 38-3794899 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 410 Park Avenue, 15th Floor, #1981, New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) (800) 818-1385 (Registrant's telephone number, including area code) 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): [ ] 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On October 17, 2010, the Company entered into a Share Exchange Agreement by and between GoIP Global, Inc. ("GOIG"), Malcolm Myers and the Company ("Agreement"). Pursuant to the Agreement, Malcolm Myers, the Company's controlling shareholder ("Myers"), agreed to exchange 35,000,000 of the Company's common stock owned by Myers for 100,000,000 shares of GOIG common stock. In addition, Myers assigned a convertible promissory note made by the Company and payable to Myers in the principal amount of $500,000 to GOIG as additional consideration for the issuance of the above described 100,000,000 shares of GOIG common stock by GOIG to Myers. As part of the Agreement, GOIG agreed to loan up to $300,000 to the Company, such obligation being represented by a convertible secured promissory note in the principal amount of up to $300,000 made payable by GOIG and payable to the Company in monthly advances of at least $15,000 during the 12 months following the date of the note. The note is silent of what happens if only the first 12 months of advances are made to the Company. The note is secured by all of the assets of the Company and is convertible into the Company's common stock at a conversion priceto be determined in the future by dividing $2,000,000 by the number of shares outstanding on the date of conversion immediately before the event of conversion. Pursuant to the Agreement, Aaron Greengrass and Iser Steinmetz resigned from the Company's Board of Directors and Isaac H. Sutton was appointed to the Board of Directors of the Company. Mr. Sutton is the Chief Executive Officer of GOIG and a member of GOIG's Board of Directors. See Item 5.02, below. Pursuant to the Agreement, the Company entered into a consulting agreement with Kailmora Management Ltd. and John Parkinson, our Chief Financial Officer and a member of our Board of Directors. See Item 5.02 for a description of this compensatory arrangement. Pursuant to the Agreement, the Company entered into a consulting agreement with John Rafuse, our Chief Executive Officer and a member of our Board of Directors. See Item 5.02 for a description of this compensatory arrangement. Pursuant to the Agreement, the Company entered into a consulting agreement with 0803681 B.C., Ltd. and Aaron Greengrass, our Chief Technical Officer and a former member of our Board of Directors. See Item 5.02 for a description of this compensatory arrangement. Pursuant to the Agreement, the Company entered into a consulting agreement with Strategic Management Consultancy LLC, a company owned by Malcolm Myers, our controlling shareholder. See Item 5.02 for a description of this compensatory arrangement. 2 ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES. COMMON STOCK ISSUED: On October 13, 2010, the Company's Board of Directors approved the issuance of the following shares of common stock to the persons name below and for the consideration indicated below: Name Number of Shares Consideration ---- ---------------- ------------- Malcolm Myers 45,150,000 $ 45,150 (1) John Rafuse 11,250,000 $ 11,250 (2) Meshulem Steinmetz 8,000,000 $ 8,000 (2) Aaron Greengrass 1,200,000 $ 1,200 (2) John Parkinson 1,450,000 $ 1,450 (2) Pinchas Lichtenstein 250,000 $ 250 (2) RK2009Trust 4,500,000 $ 24,561 (3) Moshe Shneebalg 4,500,000 $ 24,561 (3) Vivien Korn 4,000,000 $ 21,832 (3) Fay Korn 1,500,000 $ 8,187 (3) Joseph Kaufman 1,000,000 $ 5,458 (3) Chaim Eckstein 1,000,000 $ 5,458 (3) Domick Affieri 6,400,000 $139,840 (4) Joel Wertzberger 4,200,000 $ 91,770 (4) Craven Walk Holdings, Inc. 4,500,000 $ 98,325 (4) ---------- -------- Total Shares Issued 98,900,000 $487,292 ========== ======== ---------- (1) Shares issued in conversion of debt. (2) Shares issued for services rendered to the Company. (3) Shares issued to interim funders in conversion of debt. (4) Shares issued to recent funders in conversion of debt. Management believes the above shares of Common Stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. No broker or underwriter was involved in any of the above transactions. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. As discussed in Item 1.01, above, the Company entered into four consulting agreements pursuant to the Share Exchange Agreement. A summary of the terms of those consulting agreements follows.

~~UNITED~~Consultant ~~STATES~~Term Compensation Services to be Rendered ---------- ---- ------------ ----------------------- 0803681 B.C. Ltd. one year US$1,000/month Services normally provided and Aaron Greengrass by a Chief Technical Officer; part-time basis; minimum 20 hours/month Kailmora Management Ltd. one year US$3,000/month Services normally provided and John Parkinson by a Chief Financial Officer; part-time basis; Minimum 20 hours/month

~~SECURITIES~~John ~~AND~~Rafuse ~~EXCHANGE~~one ~~COMMISSION~~year US$8,000/month Services normally provided by a Chief Executive Officer Strategic Management three US$10,000/month (1) Liaise with auditors, Consultancy LLC years accountants and lawyers; advise Board of Directors on matters related to finance, operations, corporate strategy operate and maintain office in New York

---------- (1) This consulting fee shall be payable at $250 per month until the Company obtains a trading symbol or obtains US$1,000,000 in investor funding, at which time it will increase to US$10,000 per month. 0803681 B.C. Ltd. is owned by Aaron Greengrass, our Chief Technical Officer and former Director. Kalimora Management Ltd. is owned by John Parkinson, our Chief Executive Officer and a member of our Board of Directors. Strategic Management Consultancy LLC is owned by Malcolm Myers, our controlling shareholder. As a condition to closing of the Share exchange Agreement described in Item 1.01, above, (i) two members of our Board of Directors, Aaron Greengrass and Iser Steinmetz, resigned from our Board of Directors. Mr. Greengrass is our consulting Chief Technical Officer; and (ii) Isaac H. Sutton was elected as a Director of the Company effective October 17, 2010. Mr. Sutton's biographical information is set forth below. Mr. Sutton is the Chief Executive Officer and a member of the Board of Directors of GoIP Global, Inc. Neither Aaron Greengrass nor Iser Steinmetz had any disagreement with the Company at the time of their resignations from the Company's Board of Directors. ISAAC H. SUTTON, 56, DIRECTOR Mr. Sutton is a media-savvy strategic marketing executive. He combines in-depth global marketing experience with practical business knowledge. His experience includes founding positions at Aprica Juvenile Products, Fusen Usagi, Inc., Exus Networks, Inc., Starinvest Group, Inc., and, presently, GoIP Global, Inc. His career began at I.S. Sutton & Sons, Inc., an importer of products from the Far East. In 1978, he managed a major Ronald McDonald import Doll Promotion for one year overseas at the age of 24. Examples of his innovative marketing work and vision can be seen in the companies he founded. His goal-driven accomplishments in Uzbekistan drew upon his considerable aptitudes to successfully implement a World Bank project designed to assist the country in increasing its GNP for cotton. Media and information has been Ike's vision and goal during the past several years. Rooted in the belief that technology can facilitate supplying knowledge and information throughout the world inexpensively, GoIP was founded. Based on this premise and the licensing of various worldwide technologies, GoIP will deliver information and education over cell phones. From 2001 through 2006, Ike was the CEO of Starinvest Group, Inc., a public company elected to be a "Business Development Company," one of less than 50 in the United States. Mr. Sutton earned his Bachelor of Arts degree from Pace University in New York. 4 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- 10.1 Share Exchange Agreement dated October 17, 2010, by and Between GoIP Global, Inc. and Malcolm Myers and Add-On Exchange, Inc. 10.2 Convertible Secured Note in the Principal Amount of $300,000 payable by Add-On Exchange, Inc. to GoIP Global, Inc. dated October 17, 2010. 10.3 Collateral Pledge Agreement dated October 17, 2010, by and between Add-On Exchange, Inc. and GoIP Global, Inc. Securing the Convertible Secured Note (Exhibit 10.2 to this Form 8-K). 10.4 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and John Rafuse. 10.5 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and Strategic Management Consultancy, LLC. 10.6 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and Kailmora Management Ltd. and John Parkinson. 10.7 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and 0803681 B.C. Ltd. and Aaron Greengrass. 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: October 28, 2010 ADD-ON EXCHANGE, INC. By: /s/ John Rafuse ------------------------------------- John Rafuse Chief Executive Officer 6 EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 10.1 Share Exchange Agreement dated October 17, 2010, by and Between GoIP Global, Inc. and Malcolm Myers and Add-On Exchange, Inc. 10.2 Convertible Secured Note in the Principal Amount of $300,000 payable by Add-On Exchange, Inc. to GoIP Global, Inc. dated October 17, 2010. 10.3 Collateral Pledge Agreement dated October 17, 2010, by and between Add-On Exchange, Inc. and GoIP Global, Inc. Securing the Convertible Secured Note (Exhibit 10.2 to this Form 8-K). 10.4 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and John Rafuse. 10.5 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and Strategic Management Consultancy, LLC. 10.6 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and Kailmora Management Ltd. and John Parkinson. 10.7 Consulting Agreement dated October 16, 2010, by and between Add-On Exchange, Inc. and 0803681 B.C. Ltd. and Aaron Greengrass.

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): August 17, 2010

Add-on Exchange, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-52867		38-3794899
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

410 Park Avenue, 15th Floor #1981 New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 818-1385

(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:

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))

Item 4.01. Change in Registrant’s Certifying Accountant.

On August 17, 2010, the board of directors of the Add-on Exchange, Inc. (the “Company”) approved the dismissal of Gately & Associates, LLC (“Gately”) as the Company’s independent registered public accounting firm. Gately’s dismissal was effective immediately.

During the fiscal years ended September 30, 2009 and 2008, Gately’s reports on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended September 30, 2009 and 2008 and the subsequent period through August 17, 2010, (i) there were no disagreements between the Company and Gately on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Gately, would have caused Gately to make reference to the matter in its reports on the Company's financial statements; and (ii) there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-K.

On August 17, 2010, the Company provided Gately with a copy of the disclosures it is making in response to Item 4.01 on this Form 8-K, and has requested that Gately furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. As of the date hereof, Gately has not advised the Company as to the timing of its review of this disclosure or the release of its letter stating that it agreed with the statements made herein or the reasons why it disagreed. Upon receipt, the letter from Gately will be filed as an exhibit to this Form 8-K.

On August 17, 2010, the Company engaged Marcum LLP (“Marcum”) as its independent registered public accounting firm for the Company’s fiscal year ended September 30, 2010. The change in the Company’s independent registered public accounting firm was approved by the Company’s board of directors on August 17, 2010.

During the years ended September 30, 2009 and 2008 and the subsequent interim period through August 17, 2010, the Company did not consult with Marcum regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements or (ii) any matter that was either the subject of a disagreement or an event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K.

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: August 17, 2010

ADD-ON EXCHANGE, INC.

By: /s/ John Rafuse

Name: John Rafuse

Title: Chief Executive Officer

Filing Compare · Add-on Exchange, Inc.