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): ~~February~~June 281, 2011

SPOT MOBILE INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Delaware

0-22636

75-2461665

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

4950 Yonge Street, Suite 900, ~~North York, Ontario~~

North York, Ontario M2N 6K1

(Address of principal executive offices, including zip code)

(416) 229-9333

(Registrant’s telephone number, including area code)

(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:

¨	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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Unless otherwise indicated in this Current Report or the context otherwise requires, all references in this Current Report to “Spot Mobile International,” the “Company,” “us,” “our” or “we” are to Spot Mobile International Ltd.

Item 35.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~June 281, 2011, the Company ~~completed~~announced the ~~final~~appointment ~~closing~~ of aMatthew ~~private~~D. ~~placement~~Liotta ~~(the~~to ~~“Private~~fill ~~Placement”)~~a ~~with~~vacancy ~~approximately~~in ~~9 accredited investors (the “Investors”),~~its ~~pursuant~~Board ~~to which the Company sold to the Investors an aggregate~~ of 5Directors, ~~units~~increasing (the ~~“Units”)~~number ~~at a purchase price~~ of ~~$50,000~~Board ~~per~~members ~~Unit~~from ~~(the~~three ~~“Unit~~to ~~Price”)~~four. ~~Each~~Mr. Liotta’s ~~Unit~~appointment is ~~comprised~~effective as of ~~(i)~~June ~~100~~2,~~000~~ ~~shares~~2011 ofand ~~our~~he ~~common~~will ~~stock,~~serve ~~$.001 par~~his ~~value~~term ~~per~~as ~~share~~director (until the ~~“Common~~date ~~Stock”); and (ii) a three-year warrant to purchase 100,000 shares~~ of ~~Common~~the ~~Stock~~next atannual anmeeting ~~exercise price~~ of ~~$0.75 per share, subject to adjustment for stock splits, stock dividends, recapitalizations and~~the ~~similar~~shareholders ~~events~~of (the ~~“Investor Warrants”). In the final closing~~Company, weor ~~sold~~until 5his ~~Units~~successor ~~and~~is ~~received~~duly ~~net~~elected ~~proceeds~~or ~~of approximately $216,250 after payment of placement agent fees and costs relating to the Private Placement~~qualified.

AsMr. Liotta ~~previously~~currently ~~reported,~~serves onas ~~January 25~~Chief Executive Officer for PodPonics, ~~2011~~LLC, wea ~~completed~~company anhe ~~initial~~founded ~~closing~~in of2010. ~~the~~Mr. Liotta ~~Private~~was ~~Placement,~~the ~~having~~Chief ~~sold~~Technology 41Officer ~~Units~~ and ~~received~~ ~~net~~a ~~proceeds~~director of ~~approximately~~Rapid ~~$1.8~~Link ~~million.~~Incorporated ~~The~~(our ~~total~~predecessor) ~~gross~~from ~~proceeds~~October of2008 ~~the~~through ~~Private~~August ~~Placement~~2009. ~~were~~In $22004, Mr.3 Liotta ~~million~~founded One ~~and~~Ring weNetworks, ~~sold~~Inc. an(“One ~~aggregate~~Ring”), ofa 46hybrid ~~Units~~fiber ~~comprised~~and offixed ~~4,600,000~~access ~~shares~~carrier ofand ~~Common~~an ~~Stock~~alternative ~~and~~access ~~Investor~~provider ~~Warrants~~in tothe ~~purchase~~U.S. ~~an additional~~In 42008,~~600,000~~ ~~shares~~Rapid ofLink ~~Common~~Incorporated ~~Stock~~acquired One Ring. ~~The~~Prior ~~net~~to ~~proceeds~~founding ~~from~~One ~~the~~Ring, ~~Private~~Mr. Liotta ~~Placement~~was ~~will~~the bechief executive ~~used~~officer toof ~~fund~~Montara ~~our~~Software, ~~ongoing~~a ~~operations~~content management and toportal ~~provide~~software ~~working~~company, ~~capital~~from 2002 through 2004. AsPrior ofto ~~February 28~~that, ~~2010,~~Mr. Liotta was the ~~Private~~portal ~~Placement~~engineering manager for DevX. Mr. Liotta has ~~been~~also ~~terminated~~served ~~and~~as ~~no further~~a ~~securities~~software ~~will~~architect befor a ~~offered~~variety inof ~~connection~~companies ~~with~~in ~~the~~San ~~Private~~Francisco ~~Placement~~and Atlanta.

InAs ~~consideration~~previously ~~for~~disclosed, ~~services~~Mr. Liotta ~~rendered~~in asNovember ~~the~~2009 commenced ~~placement~~litigation ~~agent~~against inTelenational ~~the~~Communications, ~~Private Placement~~Inc., ~~upon~~our ~~the~~former ~~final closing~~subsidiary, wealleging ~~paid~~wrongful ~~the~~termination ~~placement~~and ~~agent~~damages ~~cash~~for ~~commissions~~unpaid ~~and~~compensation. anMr. Liotta ~~expense~~was ~~allowance~~also ~~fee~~involved ~~aggregating~~in ~~$33,750.~~a Inseparate ~~addition,~~lawsuit asagainst ~~consideration~~Telenational ~~for~~Communications ~~services~~and ~~rendered~~Rapid Link inIncorporated ~~connection~~claiming ~~with~~certain ~~the~~contingent ~~Private Placement,~~purchase atprice ~~the~~payments ~~final~~under ~~closing~~a ~~date~~stock ofpurchase ~~the~~agreement ~~Private~~with ~~Placement,~~Rapid weLink ~~will~~Incorporated. ~~sell~~Both toof ~~the~~these ~~placement~~claims ~~agent~~arose ~~(i) warrants~~prior to ~~purchase~~the ~~10,000~~closing ~~shares~~ of ~~Common~~the ~~Stock~~Share ~~for~~Exchange ~~each~~Agreement ~~Unit~~transaction, ~~sold~~and in the ~~private~~resulting change ~~placement~~in atcontrol ~~an aggregate cost~~ of ~~$10.00 (~~the ~~“Placement~~ ~~Agent Warrants”)~~Company, ~~and~~in ~~(ii) 10,000~~February ~~warrants identical to those sold to Investors~~2010. ~~The~~On ~~Placement~~July 28, ~~Agent~~2010, ~~Warrants~~we ~~will~~entered ~~have~~into a ~~term~~settlement ofagreement ~~five~~with ~~years~~Mr. Liotta and ~~shall~~other beplaintiffs ~~exercisable~~in atboth ~~$0.60~~of ~~per~~these ~~share,~~proceedings ~~subject~~pursuant to ~~adjustment~~which ~~for~~we ~~stock splits,~~agreed ~~stock~~to ~~dividends,~~issue ~~recapitalizations~~an ~~and~~aggregate ~~similar~~of ~~events.~~350,000 shares ~~The~~of ~~Placement~~our ~~Agent~~common ~~Warrants~~stock ~~will~~to ~~also~~the ~~contain~~plaintiffs ~~weighted~~in ~~average~~exchange ~~anti-dilution~~for ~~protection,~~a ~~cashless~~full ~~exercise~~release ~~provisions~~of ~~and~~all ~~“piggy-back”~~liabilities, ~~registration~~damages ~~rights~~and ~~during~~obligations ~~the~~relating ~~lifetime of~~to ~~the~~these ~~Placement Agent Warrants~~matters.

~~The~~There ~~Units~~is ~~were~~no ~~offered~~arrangement ~~and~~or ~~sold~~understanding inbetween ~~reliance~~Mr. Liotta ~~upon~~and ~~exemptions~~the ~~from~~Company, ~~registration~~or ~~under~~to the ~~Securities~~ ~~Act~~Company’s ~~of 1933~~knowledge, asany ~~amended~~other ~~(the~~persons ~~“Securities~~pursuant ~~Act”)~~to inwhich ~~reliance on Section~~Mr. ~~4(2)~~Liotta ofwas ~~the~~selected ~~Securities Act and Rule 506 of Regulation D promulgated thereunder,~~ as ~~transactions by an issuer not involving~~ a ~~public offering~~director. ~~The~~Except ~~subscription~~as ~~agreements executed in connection with the transactions~~ disclosed above, ~~contain~~there ~~representations~~have ~~from~~been ~~the~~no ~~Investors~~transactions, toand ~~support~~no ~~our~~transactions ~~reasonable~~are ~~belief~~proposed, ~~that:~~by ~~(i)~~Mr. ~~the~~Liotta ~~Investors~~with ~~either~~related ~~received~~persons oras ~~had~~defined ~~access~~by ~~to adequate information concerning the Company’s operations and financial condition in order to make an informed investment decision,~~ Item 404(iia) ~~the Investors acquired the Units for their own account for investment purposes only and not with a view to the distribution thereof in the absence~~ of anRegulation S-K. ~~effective~~

registration statement or an applicable exemption from registration, and (iii) the Investors are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act).

Neither the shares of Common Stock nor the Investor Warrants or Placement Agent Warrants, or the Common Stock issuable upon exercise thereof, have been registered under the Securities Act nor may any such securities be offered or sold absent registration or an applicable exemption from registration. The Company has agreed to file a registration statement with the Securities and Exchange Commission, within 90 days of the final closing of the Private Placement, covering the resale by the Investors of the shares of Common Stock issued in the Private Placement as well as the resale by the Investors and the placement agent of the shares of Common Stock issuable upon the exercise of the Investor Warrants and Placement Agent Warrants. Until this registration statement is declared effective by the SEC such shares of Common Stock may not be transferred or resold unless the transfer or resale is registered or unless exemptions from the registration requirements of the Securities Act and applicable state laws are available.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPOT MOBILE INTERNATIONAL LTD.
Dated: March 4, 2010	By:	/s/ Charles J. Zwebner
Dated: June 7, 2011	By:	/s/ Charles J. Zwebner
		Charles J. Zwebner
		Chief Executive Officer

Filing Compare · SPOT MOBILE INTERNATIONAL LTD.