8-K 1 sorell8-kmay2006.txt SORELL, INC. 10-K MAY 4, 2006 FINANCING 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): MAY 1, 2006 SORELL INC. (Exact name of registrant as specified in its charter) Nevada 000-27675 86-0914695 (State or Other Jurisdiction Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) Buk-ri 35, Nama-Myun, Yongin City, Gyeonggi-do, Republic of Korea (Address of principal executive offices) (zip code) 82-31-329-8700 (Registrant's telephone number, including area code) Copies to: Marc Ross, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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 A MATERIAL DEFINITIVE AGREEMENT. On May 1, 2006, Sorell Inc. (the "Company") entered into a Securities Purchase Agreement with four accredited investors and sold to such accredited investors: (i) $1,000,000 principal amount of senior convertible notes ("Notes") and (ii) warrants ("Warrants") to purchase up to 2,000,000 shares of the Company's common stock, resulting in gross proceeds to the Company of $1,000,000. The sale of the Notes and Warrants was exempt from registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Notes bear interest at 8% per annum payable quarterly, they mature one year from the date of issuance and are convertible into shares of the Company's common stock at the investors' option at $0.50 per share, subject to adjustment. If after the subscription date the Company completes a financing transaction that results in gross proceeds of at least $5,000,000, the Company is required to promptly deliver written notice thereof to the holders of the Notes and the holders may thereafter require the Company to redeem the Notes. If at any time after the subscription date the Company completes a financing transaction that results in gross proceeds of at least $5,000,000 and the holders of the Notes do not require the Company to redeem the Notes, the Company has the right to require the holders to convert all of such Notes into common stock at the then applicable conversion rate. If the Company issues shares of common stock below the then applicable conversion price, the exercise price of the Notes will be reduced accordingly. The conversion price of the Notes also will be adjusted if the Company pays a stock dividend, subdivides or combine outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the holders' position. Interest may be paid with share of common stock at the Company's option based on 90% of the dollar volume weighted average price of the Company's common stock on each of the 30 consecutive trading days immediately preceding the applicable interest payment due date. The Warrants are exercisable at a price of $0.75 per share until five years from the date of issuance. The investors may exercise the warrants on a cashless basis if the shares of common stock underlying the warrants are not then registered for sale pursuant to an effective registration statement. The Company may call the outstanding Warrants if: (a) the weighted average price per share of common stock has been greater than $2.50 for a period of 15 consecutive trading days immediately prior to the date of delivery of a call notice (the "Call Notice Period"); (b) the daily trading volume of the common stock has been greater than 50,000 shares on each trading day during the Call Notice Period; (c) trading in the common stock has not been suspended; and (d) the Company is in material compliance with the terms and conditions of the Warrants and the other transaction documents. If the Company issues shares of common stock below the then applicable exercise price, the exercise price of the Warrants will be reduced accordingly. The exercise price of the Warrants also will be adjusted if the Company pays a stock dividend, subdivides or combine outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the holders' position. Upon each such adjustment of the exercise price, the number shares of common stock issuable upon exercise of the Warrants will be adjusted determined by multiplying the exercise price in effect immediately prior to such adjustment by the number of shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product thereof by the exercise price resulting from such adjustment. The investors have agreed to restrict their ability to convert their Notes and exercise their Warrants such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock of the Company. The Company is required to file a registration statement with the Securities and Exchange Commission within 30 days of closing to register the sale of the common stock issuable upon conversion of the Notes and exercise of the Warrants. If the registration statement is not filed within such period or if it is not declared effective within 120 days from the date of closing (150 days from the date of closing if the registration statement is reviewed by the SEC), the Company is required to pay liquidated damages to the investors equal to 2% of their purchase price for each 30 day period until the event is cured. In connection with the closing, each officer and director of the Company is required to sign a lock-up agreement providing that they will not dispose of or agree to dispose of shares of the Company's common stock beneficially owned by them until six months from the effective date of such registration statement. In addition, the investors have a right of first refusal to participate in any subsequent private placement of debt or equity securities of the Company until one year after the effective date of the required registration statement. New York Global Securities, Inc. and its agents acted as placement agent in connection with the sale of the Notes and related Warrants and, together with its agents, was paid cash compensation of $120,000 (12% of the gross proceeds from the closing), and, together with its agents, will be issued placement agent warrants to purchase 400,000 shares of the Company's common stock exercisable at $0.50 per share until two years after the closing. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. See Item. 1.01 above. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. See Item 1.01 above. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS EXHIBIT NUMBER DESCRIPTION 4.1 Form of Senior Convertible Note 4.2 Form of $0.75 Warrant 10.1 Securities Purchase Agreement dated May 1, 2006 by and among Sorell Inc. and the investors listed on the Schedule of Buyers attached thereto 10.2 Registration Rights Agreement dated May 1, 2006 by and among Sorell Inc. and the Buyers signatory thereto 10.3 Form of Lock-Up Agreement SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SORELL INC. Dated: May 4, 2006 By: /s/ B. K. Koo -------------- Name: Bon Kwan Koo Title: President

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported)

July 21, 2005

NetMeasure Technology Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification Number No.)

118 Howe St. Victoria, B.C.

V8V 4K4

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (250) 384-2077

ITEM 2.03.

Creation of a Direct Financial Obligation

On July 21, 2005, the Company entered into a Reorganization and Stock Purchase Agreement whereby it will acquire 78.8% of the equity in S-Cam Co. Ltd., a Korean entity, which consists of 5,565,000 common stock (the “Acquisition”). Under the terms of the Acquisition, twenty three million, three hundred and five thousand (23,305,000) shares of the Company’s common stock will be issued to the shareholders of S-Cam. The issuance and delivery of the Company’s shares pursuant to the Acquisition will take place on or before July 31, 2005.

S-Cam produces MP3 and CD Players (developed by S-Cam), MP3 Players (OEM for Samsung Electronics & Others), Mobile Camera Modules (VGA, MEGA) and other devices such as Web Pads.

The Company is waiting for completion of the audit of S-Cam and will prepare the required pro forma financial statements and will file such financial statements as an Exhibit to Amendment No. 1 of this Form 8-K. At the time that this original Form 8-K was filed with the Securities and Exchange Commission on July 25, 2005, it was not possible to file audited financial statement of S-Cam or pro form financial statements showing the effects of the acquisition of S-Cam by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE:

NETMEASURE TECHNOLGY INC.

By:/s/ PETER LAIPNIEKS

Name: Peter Laipnieks

Title: President

Filing Compare · Emporia, Inc.