SAPX Seven Arts Entertainment Inc (PK)

 

U.S. 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): December 3, 2014 (December 1, 2014)

 

SEVEN ARTS ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

 

Wyoming		001-34250		45-3138068
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

8721 Sunset Boulevard, Suite 209, West Hollywood, CA 90069

(Address of principal executive offices)

 

(323) 372-3080

(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 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))

 

 

 

Section 5 - Corporate Governance and Management

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective December 1, 2014 the Board of Directors of Seven Arts Entertainment Inc. (the “Company”) appointed Rachel Boulds as the Company's Chief Financial Officer. Ms. Boulds will also serve as the Company's principal financial officer and principal accounting officer. The Company's Board of Directors also approved an engagement agreement (the “Agreement”) with Ms. Boulds, which is effective as of December 1, 2014. The Agreement with Ms. Boulds is for a term of 2 years, commencing December 1, 2014, and provides for (i) a monthly fee of $1,250 plus $750 worth of the Company’s common stock for the first six months of services; (ii) a monthly fee of $1,500 plus $500 worth of the Company’s common stock for the next six months of services and; (iii) a monthly fee of $2,000 plus $250 worth of the Company’s common stock for the following year of services.

A copy of Ms. Boulds’ Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of Ms. Boulds’ Agreement does not purport to be complete and is qualified by reference to such exhibit.

Prior to joining the Company, Ms. Boulds has been engaged in private practice as an accountant and consultant. Ms. Boulds specializes in preparation of full disclosure financial statements for public companies to comply with GAAP and SEC requirements. From August 2004 through July 2009, she was employed as an audit senior for HJ & Associates, LLC, where she performed audits and reviews for public and private companies, including the review of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as an audit senior for Mohler, Nixon and Williams. From September 2001, through July 2003, Ms. Boulds worked as an ABAS associate for PriceWaterhouseCoopers. From April 2000 through February 2001, she was employed an eCommerce accountant for the Walt Disney Group’s GO.com division. Ms. Boulds holds a B.S. in accounting from San Jose State University, 2001 and is licensed as a CPA in the state of Utah.

 

The Company announces the resignation of Mr. Robert La Salle, its former Chief Financial Officer. The Company wishes Mr. La Salle all the best in his future endeavors.

 

Item 7.01. Regulation FD Disclosure.

 

On December 2, 2014, the Company issued a press release announcing the appointment of Ms. Boulds as the Company's Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the press release attached hereto as Exhibit 99.1 announcing Ms. Boulds' appointment, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
10.1		Engagement Agreement Rachel Boulds dated December 1, 2014
99.1		Press release dated December 2, 2014

 

 

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.

 

	Seven Arts Entertainment Inc.
Date: December 3, 2014	By:	/s/ Rick Bjorklund
		Rick Bjorklund Chairman and CEO

 

 

3

Exhibit 10.1

 

Rachel Boulds, CPA, PLLC

6371 S. Glenoaks Street

Murray, UT 84107

(801) 230-3945

 

 

Engagement Letter for Accounting / CFO Services

 

December 1, 2014

 

RE: WirelessConnect Inc.

 

TO: Mr. Rick Bjorklund:

This letter is to set forth the terms and objectives of our proposed engagement and the nature and limitations of the services I will provide to your company until mutually changed.

 

A.

Agreed Upon Services. Effective upon the execution of this agreement I will serve in the position of Chief Financial Officer (CFO) for WirelessConnect, Inc. and its subsidiaries. In the capacity as CFO for the Company my responsibilities will include, but are not limited to.

 

1)

Responsible for all accounting functions for the Company and its subsidiaries while maintaining strict accounting procedures and implementing of operational best practices.

 

2)

Prepare the Company’s quarterly and year-end financial statements and Form 10-Q and 10-K and work with the Company, attorneys and auditor in order to ensure quarterly and year end financials are filed by the required SEC deadline.

 

3)

Ensure that effective internal controls are in place and ensure compliance with GAAP and SEC rules for financial reporting.

 

4)

Sign any necessary corporate documents.

 

5)

Perform any and all duties that are reasonable and that are customarily performed by a person holding a similar position.

 

B.

Professional Fees. Compensation will be paid as follows:

 

1)    Months 1 - 6, a monthly consulting fee of $1,250 and $750 worth of common stocks in accordance with Rule 144.

 

2)    Months 7 - 12, a monthly consulting fee of $1,500 and $500 worth of common stocks in accordance with Rule 144.

 

3)    Months 13 - 24, a monthly consulting fee of $2,000 and $250 worth of common stocks in accordance with Rule 144.

 

C.

Factors Affecting Professional Fees. Professional fees are based on several factors, the most important of which include time and labor involved; skill requisite to perform the professional services properly, and any special circumstances or projects that may arise. Taking these factors into consideration it may in the future become necessary to increase my compensation. Any increase will be mutually discussed and agreed upon.

 

 

Please date and sign a copy of this letter and return it to acknowledge your agreement with the terms of this engagement.

 

Sincerely,
Rachel Boulds, CPA

 

Response: This letter correctly sets forth the understanding of WirelessConnect Inc, on behalf of the Company.

 

Rick Bjorklund, CEO and Chairman

 

 

 

Exhibit 99.1

 

Seven Arts Entertainment Announces Appointment of New Chief Financial Officer

 

LOS ANGELES, CA – December 2, 2014 – Seven Arts Entertainment Inc. (OTC: SAPX) (“Seven Arts” or the “Company”) is pleased to announce the appointment of Ms. Rachel Boulds as the Company’s new Chief Financial Officer effective December 1, 2014.

 

Prior to joining the Company, Ms. Boulds has been engaged in private practice as an accountant and consultant. Ms. Boulds specializes in preparation of full disclosure financial statements for public companies to comply with GAAP and SEC requirements. From August 2004 through July 2009, she was employed as an audit senior for HJ & Associates, LLC, where she performed audits and reviews for public and private companies, including the review of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as an audit senior for Mohler, Nixon and Williams. From September 2001, through July 2003, Ms. Boulds worked as an ABAS associate for PriceWaterhouseCoopers. From April 2000 through February 2001, she was employed an eCommerce accountant for the Walt Disney Group’s GO.com division. Ms. Boulds holds a B.S. in accounting from San Jose State University, 2001 and is licensed as a CPA in the state of Utah.

 

“I am pleased at this opportunity to join Seven Arts management team,” Ms. Boulds stated. “I look forward to working with Seven Arts directors and management team to execute on Seven Arts future business plan and vision.”

 

"We welcome Rachel to our management team," said Rick Bjorklund, Chairman and CEO of Seven Arts. "With her financial background and experience, Rachel will position Seven Arts in a leadership role to disseminate our financial statements in a timely fashion."

 

The Company also wishes to announce the resignation of Mr. Robert La Salle, its former Chief Financial Officer. We wish Mr. La Salle all the best in his future endeavors.

 

About Seven Arts Entertainment Inc.

Seven Arts Entertainment Inc. is a global diversified company with wireless communications and motion picture production assets. Seven Arts vertically integrated portfolio of solutions target a diverse array of enterprises and multiple disciplines. Seven Arts operates three wholly owned subsidiaries in its current portfolio: Seven Arts Filmed Louisiana which holds all rights to Seven Arts movie assets. iPTerra Technologies, Inc. is a designer, developer, manufacturer and marketer of a real-time 2-way wireless and/or wireline communications, and mine-safety solution for the global mining and industrial industry (www.ipterra.net). Aeronetworks provides advanced telecommunications and broadband services to niche markets including entertainment venues, rural communities and Native American tribes (www.aeronetworks.net).

 

Cautionary Information Regarding Forward-Looking Statements.

Forward-looking statements contained in this press release are made under the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from the anticipated. The information contained in this release is as of December 2, 2014. Seven Arts assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

 

Contact:

Seven Arts Entertainment Inc.

Rick Bjorklund, Chairman and CEO

rick@aeronetworks.net