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): ~~August~~March 218, ~~2009~~2010

GABRIEL TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

000-23415

(Commission File Number)

22-3062052

(I.R.S. Employer

Identification No.)

732 North 129th Street, # 105

Omaha, Nebraska 68154

(Address of Principal Executive Offices)

(402) 614-0258

(Registrant’s Telephone Number)

N/A

(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 (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)).

ITEM 1.01 ~~Entry into~~ ENTRY aINTO ~~Material~~A ~~Definitive~~MATERIAL ~~Agreement~~AGREEMENT.

~~Employment~~On March 8, 2010, Gabriel Technologies Corporation (“we,” “us,” “our” or the “Company”) entered into a promissory note purchase agreement (“Purchase Agreement”) with ~~George~~approximately ~~Tingo~~12 investors, made up primarily of individuals, including two of our directors who previously have invested in the Company. Pursuant to the Purchase Agreement, the investors agreed to purchase at one or more closings to be held for this purpose promissory notes of the Company in the aggregate original principal amount of not less than $1,000,000 and not more than $2,500,000. For a description of the material terms of the promissory notes, see the discussion under Item 2.03 below, which is incorporated herein by reference.

OnAs ~~August~~of 21March 25, ~~2009~~2010, ~~Gabriel Technologies Corporation (~~the “Company”) sold and ~~George~~issued ~~Tingo entered~~to ~~into~~the aninvestors ~~Employment~~promissory ~~Agreement~~notes ~~pursuant~~in the toaggregate ~~which~~principal ~~Mr.~~amount ~~Tingo~~of ~~agrees~~$799,700. Pursuant to ~~serve as~~ the ~~President~~Purchase Agreement, ~~Chief~~certain ~~Executive~~investors ~~Officer,~~have ~~and~~agreed ~~Chairman~~to ofpurchase ~~the~~additional ~~Board~~promissory ofnotes ~~Directors~~at subsequent closings of the ~~Company~~transactions ~~and~~contemplated ~~the~~thereunder. ~~President~~If ofsuch investors ~~Trace,~~fail ~~LLC~~to ~~and~~purchase ~~Gabriel Technologies,~~the ~~LLC,~~remaining ~~wholly-owned~~principal ~~subsidiaries~~amount of ~~the~~promissory ~~Company. The~~notes at ~~Employment~~one ~~Agreement~~or ~~was~~more ~~effective~~subsequent ~~retroactively~~closings toas ~~June~~provided 2in the Purchase Agreement, ~~2009~~then any IP Interests (~~the~~as ~~“Effective Date”~~defined below) ~~and~~acquired by ~~will~~such ~~expire~~investors onat ~~June~~the initial 2,closing ~~2011,~~will ~~unless~~be ~~sooner~~forfeited ~~terminated~~and orautomatically ~~extended~~revert inback to ~~accordance~~us. In ~~with~~addition, the ~~Employment~~Purchase Agreement~~. On~~ ~~January 25,~~provides ~~2010, the~~that ~~Company~~such ~~and~~investors will ~~Mr.~~be ~~Tingo~~liable ~~entered~~for ~~into~~all anactual, ~~Amendment~~compensatory toand ~~the~~consequential ~~Employment~~damages ~~Agreement~~incurred ~~(the~~by ~~“Amendment”). Copies~~us ofin ~~the~~connection ~~Employment~~with ~~Agreement~~their ~~and~~failure to purchase the remaining promissory ~~Amendment~~notes, ~~are~~subject ~~attached~~to asa ~~Exhibits 10.1~~maximum ~~and~~amount ~~10.2~~of ~~hereto. The following~~three ~~summary~~(3) oftimes the ~~Employment~~aggregate ~~Agreement,~~principal amount asof ~~amended~~the bypromissory ~~the~~notes ~~Amendment,~~that ~~is qualified~~such byinvestors ~~reference~~agreed to ~~such~~acquire ~~exhibits~~under the Purchase Agreement.

~~Under the~~The ~~Employment~~parties’ ~~Agreement,~~obligations ~~Mr. Tingo is entitled~~ to apurchase ~~salary~~and ofsell ~~$12,500~~promissory ~~per~~notes ~~month,~~at subsequent ~~payable~~closings ~~bi-weekly,~~will ~~which~~terminate ~~salary may be reviewed and revised,~~ in the ~~discretion of~~event ~~the Company, within 30 days following each anniversary~~ of ~~the~~a ~~Effective Date. In~~final ~~addition~~judgment toin ~~his salary, Mr. Tingo is entitled under~~ the ~~Employment~~ ~~Agreement~~Qualcomm ~~to receive 1% of the Proceeds (as defined) from any IP~~Dispute ~~Event~~ (as defined) ~~during his employment~~below), ~~which~~or ~~will vest as follows: (i) 1/24th of 1% of the Proceeds at the end of each 30-day period after the Effective Date that Mr. Tingo remains in the continuous employ of the Company; (ii)~~ if the ~~Company~~ ~~terminates~~Qualcomm ~~Mr.~~Dispute ~~Tingo’s~~is ~~employment~~otherwise ~~for~~resolved ~~“cause” (as defined)~~ or ~~Mr. Tingo~~ ~~voluntarily terminates his employment, Mr~~settled. ~~Tingo will be entitled to his vested interest in the Proceeds as of the date of his termination~~ Additionally, ~~provided, however, that~~ if ~~Mr.~~we ~~Tingo~~fail ~~terminates his employment due~~ to aobtain ~~(a)~~new ~~reduction~~lead intrial ~~his~~counsel ~~salary~~ in ~~excess of 25% or (b) relocation of Mr. Tingo’s principal place of work by~~ ~~more~~connection ~~than~~with ~~25 miles from Mr. Tingo’s now or then current residence, then such termination will not constitute voluntary termination under~~ the ~~Employment Agreement;~~Qualcomm ~~and~~Dispute ~~(iii)~~prior ifto ~~Mr.~~August ~~Tingo’s employment terminates for any reason other than termination by the Company for cause or by reason of Mr. Tingo’s death~~23, ~~“disability”~~ ~~(as defined) or voluntary termination~~2010, ~~Mr. Tingo will be automatically vested in~~ the ~~entire 1% of the Proceeds. Under the~~investors ~~Employment~~will ~~Agreement,~~have the ~~Proceeds~~right ofto anterminate IPtheir ~~Event~~remaining ~~generally~~obligations ~~will~~under ~~include~~ the ~~receipt~~ ~~by the Company or its subsidiaries of consideration in connection with~~Purchase ~~(i)~~Agreement ~~any~~upon ~~transaction~~written ~~relating~~notice to ~~the intellectual property of the Company or its subsidiaries; or (ii) a change in control of the Company or any of its subsidiaries~~us.

The ~~Company~~Purchase ~~also~~Agreement ~~has~~provides ~~agreed~~that ininvestors ~~the~~generally ~~Employment~~may ~~Agreement~~not ~~to:~~assign ~~(i)~~the ~~provide or reimburse~~notes ~~Mr.~~with ~~Tingo~~our ~~for~~prior ~~health~~written ~~insurance;~~consent. ~~(ii) reimburse~~The ~~Mr.~~Purchase ~~Tingo,~~Agreement ~~subject~~also toincludes ~~certain limitations~~representations, ~~for~~warranties ~~all ordinary, necessary~~ and ~~reasonable~~closing ~~expenses incurred~~conditions bycustomary ~~him~~for ~~and~~transactions ~~that are directly related to the performance~~ of ~~his duties;~~ ~~and~~this ~~(iii) provide Mr~~nature. ~~Tingo with two weeks paid vacation per year.~~

The net ~~Employment~~proceeds ~~Agreement~~from ~~will~~the ~~terminate~~sale ~~upon~~of ~~Mr.~~the ~~Tingo’s~~promissory ~~death~~notes orwill ~~disability, and may~~ be ~~terminated~~used ~~(i) unilaterally~~ by ~~either~~us ~~the~~for ~~Company or Mr. Tingo without~~working ~~notice,~~capital ~~without cause,~~ and ~~for~~general ~~any~~corporate ~~reason~~purposes, orincluding ~~(ii) by~~ the ~~Company~~payment ~~for~~of ~~cause, notwithstanding~~salaries ~~Mr. Tingo’s status as an at-will employee. In~~and ~~the~~overhead ~~event~~and ~~the~~administrative ~~Company~~expenses, ~~terminates~~expert ~~Mr.~~and ~~Tingo’s~~legal ~~employment~~fees ~~without~~other ~~cause,~~than ~~the~~in ~~Company~~connection ~~has~~with ~~agreed in~~ the ~~Employment~~Qualcomm ~~Agreement~~Dispute toand ~~pay~~fees ~~him~~and ~~upon~~expenses ~~termination~~in ~~three~~connection with ~~months’~~the ~~salary~~possible atfuture ~~his~~financing ~~then-current rate~~transactions.

~~Promissory~~A ~~Note~~copy the Purchase Agreement ~~and~~(including ~~Promissory~~the ~~Note~~form of promissory note attached as an exhibit thereto) is filed as an exhibit to this Report. The summary of the purchase agreement set forth above is qualified by reference to such exhibit.

~~The~~ITEM Company has entered into a Promissory Note Purchase Agreement (the “Purchase Agreement”) with several investors (collectively, the “Investors”), pursuant to which the Investors had purchased from the Company as of January 25, 2010 (the “Closing”) promissory notes (each, a “Note” and collectively, the “Notes”) in the aggregate principal amount of $500,0002. ~~The net proceeds from~~03 CREATION ~~the~~OF ~~sale~~A ofDIRECT ~~the~~FINANCIAL Notes will be used for working capital and general corporate purposes, including salaries and overhead and administrative expenses, expert fees, legal fees, consulting fees, and fees in connection with the possible future financing transactionsOBLIGATION.

~~The~~ Notes will accrue interest at the rate of 6% per annum. The Company will be obliged to pay principal and interest payments on the Note to each Note holder from the Net Proceeds (as defined) of the first to occur of the Whittle Settlement (as defined) or an IP Event (as defined). In return for every $100,000 principal amount of the Notes purchased, the Note holder will be entitled to receive Additional Benefits (as defined) of 1% of the Net Proceeds of an IP Event, subject to the satisfaction by the Company of All Company Obligations Required To Be Paid By The Company (as defined). The Additional Benefits must be paid, subject to certain terms and conditions, within 10 business days after the final and complete funding of the first Event (as defined) to occur.

~~To the~~In ~~extent~~connection ~~not paid previously, the entire principal unpaid balance of the Notes, together~~ with ~~accrued interest, will be due and payable on December 31, 2010. Repayment of~~ the ~~Notes~~transactions iscontemplated ~~subject~~by to the ~~condition~~Purchase ~~that such~~Agreement ~~repayment~~described ~~will not render the Company insolvent (as defined~~ in ~~the Bankruptcy Code)~~Item 1. ~~The~~01 ~~Notes provide that~~above, inas ~~the~~of ~~event~~March ~~the~~19, ~~Notes are not paid when due~~2010, ~~the~~we ~~Note~~had ~~holders~~sold ~~are~~and toissued promissory ~~have~~notes ain ~~lien~~the onaggregate ~~all~~principal ~~claims~~amount ~~or causes~~ of ~~action that are the subject of any Event~~$$799,700.

The promissory notes bear interest at a rate of 6% per annum. The principal amount of the notes and all accrued and unpaid interest thereon will be due and payable on the funding of an “IP Event.” An “IP Event” is defined in the promissory notes to mean, generally, our receipt of amounts (whether in cash, stock or otherwise) directly relating to the Qualcomm Dispute. The “Qualcomm Dispute” means all claims asserted by us in Civil Action No. 3:08-CV-1992, pending in the United States District Court for the Southern District of California, San Diego Division.

~~The~~If ~~Notes~~an IP ~~also~~Event ~~provide~~occurs, ~~that~~subject ~~they~~to certain conditions, and to the extent funds are available, ~~subordinate~~we will be obliged to ~~all~~pay ~~current~~principal and ~~future~~interest ~~indebtedness~~on the promissory notes to the extent of any and all Net Proceeds (as defined in the ~~Company~~Purchase Agreement). In addition to repayments ~~banks~~of principal and ~~other~~interest ~~financial~~on ~~institutions~~the ~~that~~promissory ~~may~~notes, for every $100,000 principal amount of the promissory notes purchased, an investor will be ~~required~~entitled to receive 0.8% of the “Net Profit” from an IP Event, subject to the ~~obtain~~availability ~~secured~~of ~~financing~~funds therefrom (collectively, the “IP Interests”). ~~The~~“Net ~~Form~~Profit” ofmeans ~~Note~~the isdifference ~~attached~~between asNet ~~Exhibit A~~Proceeds toand the ~~Purchase~~aggregate ~~Agreement~~principal amount of the promissory notes and interest accrued thereon.

~~ITEM~~A copy ~~2.03 Creation~~the Purchase Agreement (including the form of ~~a Direct~~promissory ~~Financial~~note ~~Obligation~~attached oras an exhibit ~~Obligation~~thereto) ~~under~~is filed as an ~~Off-Balance~~exhibit ~~Sheet Arrangement~~to this Report. The summary of athe ~~Registrant~~promissory notes set forth above is qualified by reference to such exhibit.

~~The~~ITEM ~~information set forth in Item 1~~3.~~01 regarding the Company’s recent sale of Notes~~02 UNREGISTERED isSALES ~~incorporated~~OF ~~herein by reference~~SECURITIES.

~~ITEM~~The offer ~~5.02 Departure~~and sale of the promissory notes described in Items 1.01 and 2.03, above, were ~~Directors~~not orregistered ~~Certain~~under ~~Officers;~~the ~~Election~~Securities Act of ~~Directors;~~1933, ~~Appointment~~as ofamended ~~Certain~~(the “Act”), and were made ~~Officers;~~in ~~Compensatory~~reliance ~~Arrangements~~upon the exemptions from registration contained in Section 4(2) of ~~Certain~~the ~~Officers~~Act and Regulation D promulgated thereunder.

~~The~~ITEM ~~information set forth in Item 1~~8.01 ~~regarding Mr. Tingo’s Employment Agreement is~~ OTHER ~~incorporated herein by reference~~EVENTS.

~~ITEM~~The 7Company has engaged the law firm of Hughes Hubbard & Reed LLP, New York, New York (“Hughes Hubbard”), as the Company’s lead trial counsel in with the Qualcomm Dispute referred to in Item 1.01 ~~Regulation~~, above (the FD“Engagement”). Under ~~Disclosure~~the terms of the Engagement, Hughes Hubbard will be entitled to specified fees and expenses based, in part, on the progress and outcome of the Qualcomm Dispute.

OnAs ~~January~~contemplated ~~25,~~by ~~2010,~~the ~~Mr.~~terms ~~Tingo~~of ~~made available via~~ the ~~Company’s~~Engagement, ~~website (www.gabrieltechnologies.com) a letter to~~ the Company’s ~~shareholders~~has ~~providing~~secured ana ~~update of recent~~financing ~~developments~~commitment atin ~~the~~connection ~~Company. A~~with ~~copy of~~ the ~~letter~~Qualcomm isDispute ~~attached hereto~~(“Qualcomm ~~as Exhibit 99~~Financing”).1. The ~~information~~terms inof ~~this~~the ~~Item~~Qualcomm ~~7.01~~Financing ~~and~~have ~~Exhibit~~not ~~99.1~~been ~~shall~~finalized. ~~not~~The beCompany ~~deemed~~will ~~“filed”~~disclose ~~for purposes of Section 18 of~~ the ~~Securities Exchange~~terms ~~Act~~ of ~~1934, as amended (~~the ~~“Exchange~~Qualcomm ~~Act”),~~Financing ~~nor~~once ~~shall such~~it ~~information~~has bebeen ~~deemed incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Exchange Act~~finalized.

~~ITEM~~Depending ~~9.01 Financial~~on the timing and eventual outcome of the Qualcomm Dispute, the Engagement and ~~Statements~~the anticipated terms of the Qualcomm Financing will substantially reduce the potential recoveries in the Qualcomm Dispute to the Company and ~~Exhibits~~its security holders and other parties with whom the Company has contracted, or may contract in the future, and who are entitled to share in any such recoveries.

~~(d) Exhibits~~There is no assurance that any recoveries will be obtained in the Qualcomm Dispute.

There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THE EVENTS OR RESULTS DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, INCLUDING RISKS RELATING TO GABRIEL’S ABILITY TO ACHIEVE ONE OR MORE OF THE OBJECTIVES DESCRIBED IN THIS LETTER, RISKS RELATING TO GABRIEL’S ABILITY TO OBTAIN FUNDING TO PROSECUTE THE QUALCOMM DISPUTE AND OTHER LITIGATION DESCRIBED IN THIS REPORT, AND THE RISKS AND UNCERTAINTIES REGARDING THE TIMING AND EVENTUAL OUTCOME OF THE QUALCOMM DISPUTE AND OTHER LITIGATION. ALL FORWARD-LOOKING STATEMENTS ARE BASED UPON INFORMATION CURRENTLY AVAILABLE TO GABRIEL. GABRIEL UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

There is filed as part of this Report the exhibit listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

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 hereunto duly authorized.

GABRIEL TECHNOLOGIES CORPORATION By: /s/ George Tingo George Tingo President and Chief Executive Officer


	GABRIEL TECHNOLOGIES CORPORATION
	By:	/s/ GEORGE TINGO
		George Tingo
Dated: March 26, 2010		President and Chief Executive Officer

Dated: January 27, 2010

EXHIBIT INDEX

Exhibit No.		Description
10.1		Employment Agreement between Gabriel Technologies Corporation and George Tingo, dated as of August 21, 2009.
10.2		Amendment to Employment Agreement between Gabriel Technologies Corporation and George Tingo, dated as of January 25, 2010.
10.3		Form of Promissory Note Purchase Agreement, dated as of January 25, 2010.
99.1		Shareholder Letter, dated as of January 25, 2010.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Promissory Note Purchase Agreement, dated March 8, 2010, between Gabriel Technologies Corporation and certain investors named therein

Filing Compare · GABRIEL TECHNOLOGIES CORP