Ceelox Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-05-12: Form 8-K/A; Period of report 2014-05-09; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2014-05-08: Form 8-K; Period of report 2014-05-05; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2012-12-03: Form 8-K; Period of report 2012-12-03; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2012-10-31: Form 8-K; Period of report 2012-10-25; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-05-12 | 8-K/A | 2014-05-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Rothstein Kass & Company, P.C. ("Rothstein Kass"), the independent certified public accountants who had been engaged by Ceelox, Inc. (the "Company") as the principal accountant to audit the Company's consolidated financial statements, informed the Company that it was going to resign immediately as the Company's auditor. | celo8ka1-5092014.htm |
| 2014-05-08 | 8-K | 2014-05-05 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Rothstein Kass & Company, P.C. ("Rothstein Kass"), the independent certified public accountants who had been engaged by Ceelox, Inc. (the "Company") as the principal accountant to audit the Company's consolidated financial statements, informed the Company that it was going through a transaction and in connection therewith would be required to resign immediately as the Company's auditor. | celo8k-5052014.htm |
| 2012-12-03 | 8-K | 2012-12-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | celo8k-12032012.htm |
| 2012-10-31 | 8-K | 2012-10-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | celo8k-10252012.htm |
| 2012-03-12 | 8-K | 2012-03-12 | 1.02 Termination of a Material Definitive Agreement | 1.02 On November 23, 2011, the Company entered into a share exchange agreement (“Agreement”) with P2P Cash, Inc. (“P2P”) for the purchase of all of the outstanding capital stock of P2P Ceelox, Inc. (“P2P Acquisition Corp.”). | ci8k-3122012.htm |
| 2012-02-22 | 8-K | 2012-02-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. | ci8k-2222012.htm |
| 2012-01-27 | 8-K/A | 2012-01-27 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 As previously reported on Form 8-K dated July 13, 2011, the Company reported that it received a demand letter (“Demand Letter”) from its primary creditor and majority shareholder, CIP, LLC, a Kansas limited liability company (“CIP”). | ci8ka1-1272012.htm |
| 2011-11-30 | 8-K | 2011-11-30 | 1.02 Termination of a Material Definitive Agreement | 1.02 On November 23, 2011, the Company entered into a share exchange agreement (“Agreement”) with P2P Cash, Inc. (“P2P”) for the purchase of all of the outstanding capital stock of P2P Ceelox, Inc. (“P2P Acquisition Corp.”). | ci8k-11302011.htm |
| 2011-08-10 | 8-K | 2011-08-09 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 As previously reported on Form 8-K dated July 13, 2011, the Company reported that it received a demand letter (“Demand Letter”) from its primary creditor and majority shareholder, CIP, LLC, a Kansas limited liability company (“CIP”). | ci8k-8092011.htm |
| 2011-07-13 | 8-K | 2011-07-12 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 On July 12, 2011, the Company received a demand letter from CIP, LLC (“Demand Letter”) for the payment or transfer of collateral pursuant to an 8% Convertible Promissory Note dated August 17, 2005 in the principal amount of $500,000 (“Note”) by and between the Company’s majority-owned subsidiary, Ceelox, Inc., a Florida corporation (“Ceelox Sub”), and CIP, LLC (“Lender”). | ci8k-7122011.htm |
| 2011-06-28 | 8-K/A | 2011-06-27 | 8.01 Other Events | 8.01 On June 27, 2011, the Company entered into agreements to extend the lock-up agreements entered into on April 27th and 28th, 2011, through July 20, 2011 with three of the Company’s shareholders. | ci8ka1-4272011.htm |
| 2011-04-29 | 8-K | 2011-04-28 | 8.01 Other Events | 8.01 On April 27, 2011, the Company entered into a lock-up agreement with one of its shareholders for purposes of effecting a more orderly disposition of such shareholders shares of common stock. | ci8k-4282011.htm |
| 2011-02-07 | 8-K | 2011-02-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 (b) Ceelox Inc. (formerly Nicaragua Rising Inc.) (the “Company”) on February 12, 2010 acquired substantially all of the outstanding shares of common stock of Ceelox Inc., a private Florida corporation (“Ceelox Private”) and therefore was the legal acquirer in the merger. | ci8k-2072011.htm |
| 2010-04-01 | 8-K/A | 2010-02-12 | 8.01 Other Events | nri8ka02122010.htm | |
| 2010-02-12 | 8-K | 2010-02-11 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status; 8.01 Other Events | 1.01 The following discussion provides only a brief description of the documents described below. 2.01 Because the business operations of Ceelox became the sole business operations of Nicaragua upon the consummation of the Merger, unless the context indicates otherwise, the words “we,” “us” “our” or the “Company” refer to Ceelox before the closing of the Merger or to Nicaragua and Ceelox as a combined company after the closing of the Merger. 3.02 Please refer to the information included in Item 2.01 above. 4.01 Please refer to the information included in Item 2.01 above. 5.01 As a result of the Merger, control of our company changed. 5.02 As a result of the Merger, our sole director, William P. Moore, appointed new officers on February 12, 2010 and appointed Mr. Gerry Euston as a director to take office upon completion of the Merger. 5.06 As a result of the Merger, we ceased to be a shell company as defined in Rule 12b-2 of the United States Securities Exchange Act of 1934, as amended. 8.01 Subject to compliance with applicable federal securities laws and state corporate laws, as soon as practicable following the Merger, the Company intends to change its name to “Ceelox, Inc.” and procure a new trading symbol which bears a closer resemblance to our new name. | nri8k21110.htm |
| 2010-01-20 | 8-K | 2010-01-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. | nri8k12010.htm |
| 2010-01-05 | 8-K | 2009-12-29 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Malone & Bailey P.C. (“Malone”), the independent certified public accountants who had been engaged by Nicaragua Rising, Inc. (the “Company”) as the principal accountant to audit the Company’s consolidated financial statements, was dismissed effective December 29, 2009, which dismissal was approved by the Company’s board of directors on such date. | nri8k122909.htm |
| 2009-11-10 | 8-K | 2009-11-05 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On October 29, 2009, Sunflower Capital, LLC entered into a purchase agreement with Jamielu Miller individually and as representative of certain other shareholders of Nicaragua Rising Inc. (the “Company”), pursuant to which Sunflower Capital, LLC acquired an aggregate of 9,916,000 shares of common stock from Jamielu Miller and 1,175,100 shares of common stock from certain other shareholders for aggregate consideration of $335,000. 5.02 On November 5, 2009, Jamielu Miller, the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and sole director resigned from all of her officer positions with the Company, and has agreed to resign as a director of the Company. | nri8k111009.htm |