Item 1.02. Entry into a Material Definitive Agreement
The foregoing description of the contribution agreement and loan forgiveness and general release agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 5.01 Changes in Control of Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
There are no arrangements known to us, the operation of which may, at a subsequent date, result in a change in control of our company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Our newly-appointed officer and director has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years. At this time, we do not have any written employment agreements or other formal compensation agreements with our sole officer and director. Compensation arrangements our officers and directors are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
Item 8.01 Other Events
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Following the transactions described above, our corporate offices have been moved and our phone number has changed. Our new office address and phone number is:
2443 Fillmore St# 380 San Francisco, CA94115 + 1 650-600-9910 ( USA)
In the near future, we plan to change our name to
Form 10 Information Forward Looking Statements
Some of the statements contained in this Form 8-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 8-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting operations, successful capital raises, market growth, services, and products. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
• Our ability to attract and retain management and field personnel with
experience in our industry;
• Our ability to raise capital when needed and on acceptable terms and
• The intensity of competition; and
• General economic conditions.
All written and oral forward-looking statements made in connection with this Form 8-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and we cannot assure you of the accuracy or completeness of the data included in this report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue. We have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.
3 BUSINESS Overview
Vopia is a search technology software and online platform to collect, merge and validate the best business information from the web. We provide mobile and tablet browsers with a powerful search engine, targeted in-depth data collection and optimal solutions through a more efficient method. As the search engine environment has matured, the next challenge is clearly that of transparency and in-depth relevance. The most obvious online tool shortfall concerns the market that relates to business information, where services such as Google, Yellowpages, Manta, Yelp, Linkedin and Kompass are the market leaders, but have limited resources on company data and tend to focus on selected countries. The Vopia solution bridges this gap, with the creation of the most powerful mobile search specifically for professionals and focused on businesses across all countries.
Vopia's core competencies are pivotal to its success.
º Vopia's software and WebCrawler are constantly and automatically updating the database with new and applicable data from the companies' websites. º Vopia has affiliate agreements guaranteeing additional and relevant information on each company. º On Vopia, users can find the companies and products they want immediately - in any type of industry and worldwide. º Over 45 million company websites from 60 countries are currently indexed in Vopia. º Performing a search on Vopia is simple, manageable and easy to do.
Build the most powerful mobile data search application to find up-to-date information on businesses worldwide.
Vopia will be established as the preferred B2B and B2C platform. The core of this platform is our unique search engine with advanced crawler technology. In the future the search engine will be complemented by additional services and applications as illustrated below.
Vopia will continuously focus on delivering the best and fastest overview on structured company information worldwide. The primary target is to digitalize information on every company in the world. This will secure Vopia a unique position and will make it easier and faster to do business worldwide.
Vopia offers a strong search tool to attract users. Some features of our search engine include:
Company search - 90 million companies sort by category, keyword, popularity and location.
People search - 250 million professionals sort by industry, job title and location.
Products search - 50 million products (included EAN Products)
Social network - 240 million social networks.
Free search - To deliver web address, emails, whois lookup, website summary, phone, contacts and social links.
Target search - To deliver free limited contact information by targeted keyword and location.
Map application - To show website information by industry and location by Google map application.
Vopia offers a range of products and services to attract potential data buyers like:
API - To deliver website information by targeted keyword.
Self-service - To deliver contact information and email by targeted keyword.
Internet Traffic - Leveraging its knowledge about generating traffic from Google using search engine optimization.
E-mails - Offer companies an email service to alert them when their profiles have been updated or viewed.
Network - Attracting a wide range of companies through their own community networks and pressroom.
Services towards Partners
Services - A partnership with Vopia can direct targeted users and potential buyers to services like specific suppliers and greater in-depth company information. Participants will also have access to credit information, online travel booking, online purchase of IT services and hardware, recruitment services, stock listing and financial services, online marketing and advertising.
Content - Vopia also offers partnerships for other portals with a Business-to-Business oriented content, which gives the partner a high quality of dynamic content with a high relevance for the targeted user and audience.
Location - Vopia will provide a business API to find products and suppliers by specific location and user ranking.
Vopia's competitors are the market leaders in search engine technology and their success is a symbol of our potential market. Our competitive edge is based on newly developed web crawlers, data mining software and advanced search algorithms, which guarantee users a more effective mobile search experience. Below is a list of our key competitors categorized into four sections:
A - Full Web
These search sites are the mobile equivalent of Google or Yahoo. They search the full web to get the best response to your query. Type a keyword or phrase into a text-box on the mobile site, and it will display a page with a list of responses. To better adapt to the mobile Internet, quite a number of these sites now pursue an "answers not links" policy. These sites use mobile analytics and user search-history to tailor responses to the individual user.
B - Locater
Location-based search engine that looks in specific geographic areas for what the user has requested. These are most often interested in local shops, events and entertainments.
C - Researcher
These search engines are geared towards answering specific questions. If you want to know why the sky is blue, or who did the voice for Principal Skinner in the Simpsons, these mobile sites are for you. Some use "intelligent" search engines to try and locate the best answer. Some search an internal database of information. Others forward your query onto a living researcher, who finds the answer to your question and sends it back to you.
D - Different
This category covers those search engines which serve such a specific (and often very clever) purpose that they simply do not fit into any other category.
5 No. Name Description Type http://mobile.answers.com is the mobile version of www.answers.com. Searches result in a encyclopedia-style 1 Answers entry on the subject matter. C http://mobile.aol.com/ - the mobile portal of AOLs search 2 AOL engine A http://m.ask.com is the mobile portal of web search engine 3 ASK www.ask.com A www.chacha.com maintains a panel of experts. ChaCha forwards users texts to the person best qualified to answer the question, and promises 4 ChaCha answers within minutes C Maintained by Conde Nast, the mobile search site www.concierge.com targets holiday makers. It searches destination brochures, holiday sites, hotels and weather information from around the 5 Concierge world. B Google Search for mobile users, http://m.google.com/, offers advertisers the chance to place 6 Google mobile ads alongside search results. A http://www.minfo.com/guanxi/en/ is an SMS based search service, with an optional downloadable client. It is a city-search service for China, providing entertainment and amenities 7 Guanxi information. B www.hiogi.com is a community of people connected via Twitter, SMS and the mobile Internet. . . .
Item 9.01. Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit No. Description 3.1* Articles of Incorporation 3.5* Bylaws 10.1 Contribution Agreement 10.2 Loan Forgiveness and General Release Agreement
*Incorporated by reference to Registration Statement on Form S-1 filed on