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): July 2427, 2009 (July 2022, 2009)

QNECTIVE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-50494	57-1094726
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

Thurgauerstrasse 54, CH-8050, Zurich, Switzerland

(Address of principal executive offices)

Registrant’s telephone number, including area code +41-44-307-5020

(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:

~~[ ]~~¨ 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 13.0102 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

~~Effective~~On July 20 22, 2009, ~~Qnective~~Qporter, Inc. (“Qporter”), a wholly-owned subsidiary of Qnective, Inc. (the “Company”), entered into anAmendment ~~Indemnification~~No. ~~and~~2 ~~Pledge~~to Cancellation Agreement (the “Amendment”) with ZMG — Zurich Management Group, a Swiss Company (“~~Agreement~~ZMG”). The Amendment further amends that certain Agreement, dated March 30, 2009, by and between ~~among~~Qporter ~~the~~and ~~Company~~ZMG, ~~Capella~~as IVamended ~~LLC~~on March 31, a2009, ~~Nevis~~which ~~limited~~Agreement, ~~liability~~in ~~company~~turn terminated ~~(“Capella”)~~the Consulting Agreement, ~~Connwards~~dated ~~Management~~as of December 20, ~~Inc.~~2007, aas ~~Belize~~amended on ~~corporation~~June ~~(“Connwards”)~~20, ~~and~~2008, ~~Kang~~by ~~Young-Ho~~and ~~(a/k/a~~between ~~Michael~~Qporter ~~Kang)~~and ~~(“Kang”)~~ZMG.

~~The~~Pursuant to ~~Company~~the ~~previously~~foregoing ~~entered~~arrangements, ~~into~~the anCompany ~~Amended~~had ~~Shareholders~~granted ~~Agreement~~ZMG ~~dated~~options ~~as of October 1, 2008~~ (the “~~Shareholders Agreement~~Options”). ~~Pursuant~~ to ~~the~~purchase ~~Shareholders~~three ~~Agreement,~~hundred ~~Capella~~fifty ~~made~~thousand ~~a capital contribution to the Company of 30~~(350,~~550,~~000) shares of the Company’s common stock, ~~$.001~~ par value $.001 per share ~~of the Company~~ (~~the~~ “Common Stock”),. Pursuant ~~however, Capella only delivered~~ to the ~~Company a share certificate representing 2~~Amendment,~~000,000~~ ~~shares~~the ofCompany ~~Common~~and ~~Stock.~~ZMG ~~Capella~~have ~~was~~agreed to ~~previously~~exchange ~~issued~~the ~~share~~Options ~~certificate~~for ~~No.~~three ~~502~~hundred ~~representing~~thousand 31(350,000~~,000~~) shares of Common Stock (~~“Certificate~~the ~~No. 502~~“Shares”)~~, but Capella indicated that Certificate No~~. The ~~502~~Shares ~~had~~were ~~been~~issued ~~lost,~~pursuant ~~misplaced or destroyed and cannot be located. Capella executed and delivered~~ to ~~Continental Stock Transfer & Trust Co.,~~ the Company’s ~~transfer~~Amended ~~agent~~ and ~~registrar~~Restated ~~(the~~Equity ~~“Transfer~~Incentive ~~Agent”),~~Plan. anThe ~~Affidavit~~Board of ~~Loss~~Directors ~~and Agreement~~ of the ~~Indemnity,~~Company ~~but~~valued ~~Capella~~the ~~did~~Shares ~~not~~granted ~~post a bond~~ to ~~indemnify~~ZMG ~~against~~at ~~any~~a ~~claims~~price ~~resulting from the loss~~ of ~~Certificate No~~$.14 ~~502~~per ~~and~~Share ~~has~~or $49,000 ~~represented~~in to the ~~Company~~aggregate. The ~~that~~Shares itwere isissued ~~financially~~in ~~unable~~a toprivate transaction ~~post~~pursuant ~~the~~to ~~bond.~~Regulation ~~Capella~~S ~~requested~~promulgated ~~that~~under the ~~Company,~~Securities onAct ~~behalf~~ of ~~Capella~~ 1933, ~~indemnify~~as ~~and~~amended ~~hold harmless the Transfer Agent from all damages, claims, liabilities and attorneys’ fees incurred by the Transfer Agent arising from the replacement of Certificate No. 502~~ (~~the~~ “~~Transfer~~Regulation ~~Agent Indemnification~~S”). The Company ~~has~~did ~~determined~~not ~~that~~engage ~~it is~~ in ~~the~~a distribution ~~best interests~~ of the ~~Company~~Shares toin ~~undertake~~ the ~~Transfer~~United ~~Agent~~States. ZMG ~~Indemnification,~~represented ifthat it ~~Capella,~~is ~~Connwards~~not ~~and~~a ~~Kang~~U.S. ~~agree~~person to(as ~~indemnify~~defined ~~and~~in ~~hold~~Regulation ~~harmless~~S) ~~the Company from any~~ and ~~all~~that ~~damages,~~it ~~claims,~~did ~~liabilities,~~not ~~fees and expenses incurred by~~ acquire the ~~Company~~Shares ~~arising~~for ~~from~~ the ~~Transfer~~account ~~Agent~~or ~~Indemnification~~benefit ~~and the ownership~~ of ~~Certificate~~a NoU.S. ~~502, and if, each of Capella, Connwards and Kang agreed to pledge their shares of Common Stock to the Company as security for any payment of their obligations under this Agreement~~person.

~~Pursuant~~The foregoing description of the Amendment is qualified in its entirety by reference to the ~~terms~~provisions of the ~~Agreement,~~Amendment ~~the~~attached ~~parties~~to ~~agreed~~this report as ~~follows:~~Exhibit 10.1.

1. the Company agreed to indemnify and hold harmless, the Transfer Agent, from all damages incurred by the Transfer Agent arising from the replacement of Certificate 502;

2. Each of Capella, Connwards and Kang agreed to jointly and severally indemnify and hold harmless the Company from any damage arising from the indemnification of the Transfer Agent, and the replacement or ownership of Certificate 502;

3. To secure the payment of each of their obligations under the Agreement, each of Capella, Connwards and Kang (each a “Pledgor”) granted to the Company a security interest in the shares of Common Stock of the Company owned by such Pledgor, and delivered to the Company one or more share certificates representing such shares. The Pledgors delivered to the Company share certificates representing an aggregate of 11,407,250 shares of Common Stock.

The Agreement will termination on July 20, 2015, provided, however, the Company may at any time, in its sole discretion, release some or all of the shares that have been pledged, or terminate the Agreement.

The foregoing description of the Agreement is qualified in its entirety by reference to the provisions of the Agreement attached to this report as Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit 10.1	Indemnification and Pledge Agreement by and among Qnective, Inc., Capella IV LLC, Connwards Management, Inc., and Kang Young-Ho, dated as of July 20, 2009.

(d)

Exhibits.

3Exhibit 10.1 Amendment No. 2 to Cancellation Agreement between Qporter, Inc and ZMG — Zurich Management Group, dated as of July 22, 2009.

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.

Date: July 23, 2009	QNECTIVE, INC.
Date: July 27, 2009	QNECTIVE, INC.
	By:	/s/ ~~Francoise~~Oswald ~~Lanter~~Ortiz
		Françoise Lanter
		Oswald Ortiz
		Chief Financial Officer
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.	~~Description~~	Description
Exhibit 10.1	~~Indemnification and Pledge Agreement by and among Qnective, Inc., Capella IV LLC, Connwards Management, Inc., and Kang Young-Ho, dated as of July 20, 2009.~~	Amendment No. 2 to Cancellation Agreement between Qporter, Inc and ZMG — Zurich Management Group.

Filing Compare · Qnective, Inc.