WEBXU, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-06-05: Form 8-K; Period of report 2014-06-05; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2014-03-25: Form 8-K/A; Period of report 2014-01-31; Description 4.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 4.01.
- 2014-03-05: Form 8-K; Period of report 2014-01-31; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2013-11-29: Form 8-K; Period of report 2013-11-29; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-06-05 | 8-K | 2014-06-05 | 7.01 Regulation FD Disclosure | 7.01 On April 11, 2014, Webxu, Inc. (the “Company”) entered into an agreement with Hartley Moore Accountancy Corporation to conduct a full audit of Webxu’s financials in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States). | form8k.htm |
| 2014-03-25 | 8-K/A | 2014-01-31 | 4.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.01 (a) On January 31, 2014, L.L. Bradford and Company LLC (“L.L. Bradford”) informed Webxu, Inc. that it was terminating as our independent registered public accounting firm effective immediately. 4.02 Registrant acknowledges that the financial statements contained in Registrant’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2012, should not be relied upon because the financial statements therein have not been audited. | form8ka.htm |
| 2014-03-05 | 8-K | 2014-01-31 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 31, 2014, L.L. Bradford and Company LLC informed Webxu, Inc. that it was terminating as our independent registered public accounting firm effective immediately. | form8k.htm |
| 2013-11-29 | 8-K | 2013-11-29 | 7.01 Regulation FD Disclosure | 7.01 On November 13, 2013, Webxu, Inc. (the “Company”) entered into an agreement with Western Sage CPA’s to initially begin compilation of Company financials and issue an accountants report in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. | form8k.htm |
| 2013-05-08 | 8-K | 2013-05-03 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On May 1, 2013, we acquired the assets of Bar None Inc. to provide marketing solutions for online businesses, media agencies, and marketers. | form8k.htm |
| 2013-02-28 | 8-K | 2013-02-27 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 On January 17, 2013, we terminated the Share Exchange Agreement with MTPM HOLDINGS, LLC. 8.01 On February 27, 2013, we issued a press release and shareholder letter from our CEO, Keith Schaefer. | form8k.htm |
| 2012-12-11 | 8-K | 2012-12-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 3, 2012, we acquired Mediatrust Performance Marketing, Inc. Mediatrust Performance Marketing, Inc. provide marketing solutions for online businesses, media agencies, and marketers. | form8k.htm |
| 2012-10-29 | 8-K | 2012-10-09 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 (b) Effective September 5, 2012, Mr. John Ellis resigned as our Chief Operating Officer. | form8k.htm |
| 2012-06-01 | 8-K | 2012-06-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On May 25, 2012, and also as more fully described in Item 1.01 above, the Company issued to AJTJ Capital LLC 5,000,000 shares of its common stock, subject to the terms and conditions of the Restricted Stock Agreement. | form8k.htm |
| 2012-05-24 | 8-K | 2012-05-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 On May 18, 2012, and also as more fully described in Item 1.01 above, the Company became obligated on a short-term debt obligation in the amount of $1,800,000 to Breakwater Structured Growth Opportunities Fund L.P. pursuant to the Loan Agreement and Senior Secured Promissory Note. 3.02 On May 18, 2012, and also as more fully described in Item 1.01 above, the Company issued to Breakwater Structured Growth Opportunities Fund L.P. a warrant to purchase up to 1,000,000 shares of the Company’s common stock at $1.00 per share. | form8k.htm |
| 2012-05-16 | 8-K | 2012-05-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On May 14, 2012, WebXU, Inc. (the “Company”) entered into a Letter Agreement with Evolved Technology, LLC, Ryan Poelman and PC Global Investments LLC (the “Letter Agreement”) pursuant to which PC Global Investments LLC and Ryan Poelman (the “Threadpoint Owners”) entered into a binding letter agreement (“LOI”) for the sale of Thread Point Holding, LLC (and its subsidiaries, Threadpoint, LLC and Managed Media Holding, LLC and Managed Media Group, LLC) under the terms set forth below (the “Proposed Acquisition”) by June 15, 2012. | form8k.htm |
| 2012-05-09 | 8-K | 2012-05-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2012-05-02 | 8-K | 2012-05-02 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On April 28, 2012, the board of directors of the Company set the date for the Company’s annual shareholders meeting for August 29, 2012 at 10:00 a.m. in or about Palm Springs, California to be determined by the officers of the Company. | form8k.htm |
| 2012-03-27 | 8-K | 2012-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 10, 2012, we entered into an amended employment agreement with Jeffrey Aaronson, our Chief Financial Officer and Corporate Secretary. | v307317_8k.htm |
| 2012-03-07 | 8-K | 2012-03-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 On March 1, 2012, and also as more fully described in Item 1.01 above, the Company became obligated on a short-term debt obligation in the amount of $1,200,000 to Breakwater Structured Growth Opportunities Fund L.P. pursuant to a Loan Agreement and Senior Secured Promissory Note. 3.02 On March 1, 2012, and also as more fully described in Item 1.01 above, we issued to Breakwater Structured Growth Opportunities Fund L.P. a warrant to purchase up to 1,000,000 shares of our common stock at $1.50 per share. | v304921_8k.htm |
| 2012-01-24 | 8-K/A | 2011-11-14 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of businesses acquired. | v245805_8ka.htm |
| 2012-01-10 | 8-K | 2012-01-08 | 7.01 Regulation FD Disclosure | 7.01 On January 8, 2012, Webxu, Inc. (the “Company”) entered into a non-binding letter agreement (the “LOI”) with Threadpoint, LLC and its affiliate, Managed Media Group, LLC (collectively, “Threadpoint”) to memorialize our intent to acquire Threadpoint (the “Proposed Acquisition”) and Threadpoint’s granting to the Company the exclusive right to enter into such a transaction with Threadpoint between the date of execution of the LOI and until termination of the LOI. | v245014_8k.htm |
| 2011-12-06 | 8-K | 2011-12-05 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 5, 2011, the registrant dismissed Seale and Beers, CPAs (“Seale and Beers”) as our independent auditors. | v242523_8k.htm |
| 2011-12-01 | 8-K | 2011-11-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 21, 2011, our Board of Directors elected Michael Thorson as a director contingent on his acceptance. | v242085_8k.htm |
| 2011-11-16 | 8-K | 2011-11-14 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On November 15, 2011, we acquired Lot6 Media, Inc. and its wholly owned subsidiary, Lot6 Media, LLC. | v240899_8k.htm |
| 2011-11-01 | 8-K | 2011-11-01 | 7.01 Regulation FD Disclosure | 7.01 On November 1, 2011, WebXU, Inc. (“Company”) submitted a letter to shareholders to provide certain information about recent Company developments and plans for the fiscal year. | v238854_8k.htm |
| 2011-10-27 | 8-K | 2011-10-24 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 24, 2011, WebXU, Inc. (“Company”) completed the transfer of CST Oil & Gas Corporation (“Subsidiary”) to Steven Tedesco and Christine Tedesco (jointly, the “Acquirer”), in consideration for the Acquirer’s agreement to assume all liabilities associated with the Subsidiary, and the Acquirer’s agreement to cancel the majority of their shares pursuant to the that certain Merger Agreement dated July 22, 2011, and described in the Company’s Form 8-K dated July 27, 2011. | v238310_8k.htm |
| 2011-10-20 | 8-K | 2011-10-14 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Effective on October 14, 2011, the registrant merged with its wholly owned Delaware subsidiary, Webxu, Inc., pursuant to a Statement of Merger filed with the Colorado Secretary of State and a Certificate of Ownership and Merger filed with the Delaware Secretary of State. 8.01 In connection with the name change described in Item 5.03 above, upon merging with our wholly owned Delaware subsidiary, Webxu, Inc., pursuant to a Statement of Merger filed with the Colorado Secretary of State and a Certificate of Ownership and Merger filed with the Delaware Secretary of State, our state of incorporation was changed to Delaware. | v237600_8k.htm |
| 2011-10-18 | 8-K | 2011-10-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 13, 2011, our Board of Directors elected Jeffrey Aaronson as a director. | v237449_8k.htm |
| 2011-10-07 | 8-K | 2011-09-09 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective October 3, 2011, John Ellis resigned from the Board of Directors in connection with his appointment as the registrant’s President and Chief Operating Officer. | v236730_8k.htm |
| 2011-07-27 | 8-K | 2011-07-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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 | 1.01 On July 27, 2011, we completed a reverse triangular merger in which we acquired WebXU, Inc. (“Webxu”), a company that acquires and integrates consumer-oriented businesses in the online customer acquisition and e-commerce field. 2.01 On July 27, 2011, we acquired a holding company that acquires and integrates consumer-oriented business in the customer acquisition and e-commerce industries by conducting the Merger described in Item 1.01. 3.02 On July 27, 2011, and also as more fully described in Items 1.01 and 2.01 above, in connection with the Merger Agreement, we sold 15,914,531 shares of our common stock to the Webxu Owners in exchange for 100% ownership of Webxu. 5.01 As more fully described in Items 1.01 and 2.01 above, on July 27, 2011, in the Merger, we acquired the Webxu Group, which acquires and integrates consumer-oriented business in the customer acquisition and e-commerce industries, by entering into the Merger Agreement. 5.02 As more fully described in Items 1.01, 2.01, and 5.01 above, on July 27, 2011, in the Merger, we acquired the Webxu Group. | v229633_8k.htm |
| 2010-01-25 | 8-K | 2010-01-25 | 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On January 25, 2010, we changed the name of our company to CST Holding Corp. by filing Articles of Amendment to our Articles of Incorporation with the Colorado Secretary of State. | whistlepigcst8k_1252010.htm |
| 2009-09-30 | 8-K | 2009-09-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 See Item 1.01, Entry into a Material Definitive Agreement. 3.02 In connection with the Share Exchange transaction, on September 30, 2009, we issued the following shares of our common stock to the former shareholders of CST: Christine Tedesco-4,000,000 shares; Steven Tedesco-4,000,000 shares. 5.01 The disclosures set forth in “Item 1.01 Entry into a Material Definitive Agreement” and “Item 2.01 Completion of Acquisition of Disposition of Assets” above are hereby incorporated by reference into this Item 5.01. 5.02 Effective the closing date of the Share Exchange, Jeanie Clifford resigned all officer and director positions of the Company and a new board of directors comprising Christine Tedesco and Michael Thomsen took office, subject only to the notice requirements under Rule 14f-1. 5.03 The Company intends to file Articles of Amendment to the Articles of Incorporation with the Secretary of State of the State of Colorado pursuant to which WhistlePig Enterprises, Inc. will change its corporate name to “CST Holding Corp,” or some derivation thereof. 5.06 As described in Item 2.01 of this report, on September 30, 2009 WHISTLEPIG completed the acquisition of CST. | whistlepig8k_9302009.htm |
| 2008-10-15 | 8-K | 2008-10-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | whistepig8k_101508.htm |