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 1, 2009
BLINDSPOT ALERT,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-140378
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20-5150818
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(State
of other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1
Hampshire Court
Newport Beach, CA
92660
(Address
of principal executive office)
(949)
642-7816
(Registrant's
telephone number, including area code)
(Former
name, former address and former fiscal year, 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On July
2, 2009 we closed on a asset acquisition agreement with WQN, Inc., whose common
stock trades on the pink sheets under the symbol WQNI. Under the
agreement we have acquired all of the technology known as The Websafety
Technology and Software for approximately 27,000,000 shares of our common
stock. A copy of the asset acquisition agreement is attached hereto
as Exhibit 2.1.
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Item
5.01
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Changes
in Control of Registrant
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On July
2, 2009, WQN, Inc. essentially obtained control of our company by acquiring
approximately 45% of our currently outstanding common stock, as set forth in
Item 1.01 above. Additionally, B. Michael Adler and Dr. Clifton H.
Jolley, both are affiliates of WQN, Inc. and both have been issued 1,500,000
common shares in connection with their employment agreements with the
Company. The common shares are subject to vesting
requirements.
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Item
5.02
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Departures
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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Effective
July 2, 200, the board of directors appointed B. Michael Adler as Chairman of
the Board and David W. Sasnett to the board of directors. Dr. Clifton
H. Jolley was appointed as the Company’s President, Travis Bond was appointed as
the Chief Operating officer and John Williams was appointed as Treasure and
Chief Financial Officer. Robert Salluzzo was terminated as the
Company’s Chief Financial Officer on July 2, 2009. Ms. Robertson has
resigned as the Company’s President. Ms. Robertson’s resignation as
President was not the result of any disagreement with the Company or any matter
relating to the Company’s operations, policies or practices.
B.
Michael Adler, 62 years of age, Chairman and Director.
Mr. Adler
is founder of two public companies, Intellicali, Inc. (1986) and World Quest
Networks, Inc. (2000). These companies have been pioneers in the
telecommunications and Internet industries. Mr. Adler has been
awarded ten United States patents that have been integral in telecommunications
(answer supervision and automated collect used by MCI) and the Internet
(click-to-talk used by Google).
David
W.Sasnett, 52 years of age, Director.
Mr.
Sasnett is the
Executive Vice President and Chief Financial Officer and a Director of
Consolidated Water Co. Ltd., a public company engaged in the business of
producing potable water from seawater and supplying this water to residential
customers and government utilities in the Caribbean. Mr. Sasnett
joined the Board of Consolidated Water in 2004 and became its EVP and CFO in
June 2006. From October 2005 until June 2006 Mr. Sasnett was the
Chief Financial Officer of VoIP, Inc., a publicly-traded provider of
communication services utilizing voice over internet protocol technology.
Mr. Sasnett was the Executive Vice President of Secure Enterprises, LLC, a
marketer and distributor of consumer products, a company he co-founded in 2003.
During 2004, he was the Vice President of Finance of MasTec, Inc., a
publicly-traded specialty contractor and infrastructure provider.
Mr. Sasnett’s experience also includes seven years as the Chief Financial
Officer of Catalina Lighting, Inc., a publicly-traded manufacturer and
distributor of residential lighting and other consumer products and more than
12 years with the accounting, auditing and consulting firm of Deloitte
& Touche, LLP.
Clifton
H. Jolley, Ph.D, 64 years of age, President.
Dr.
Jolley is the President of Advent Communications, Inc., which provides marketing
communications consulting services and programs to direct sales, high
technology, and telecommunications companies which include websites, manuals,
brochures, videos, and corporation communication products. Dr. Jolley
has been involved in the direct selling industry for more than 25 years and has
founded both direct selling and marketing communications
companies. Dr. Jolley has worked with CEO’s in Fortune 200 companies
and has represented clients to ABC, CBS, NBC and FOX News programs, appearing
personally and serving as spokesperson on numerous television programs and to
hundreds of local and national publications. His documentaries have appeared on
PBS and he is a published author.
John
R. Williams, 60 years of age, Treasurer and Chief Financial
Officer.
Mr.
Williams has more than 17 years of corporate financial management experience
with both public and private companies. Mr. Williams has been the
Controller of WQN, Inc. He has been a controller and has held
financial management positions with several companies, including Ericsson, Mobil
Systems International, Inc. and Acme Brick Company. He holds a B.B.A.
in accounting from Texas A&M University and has been a CPA since
1995.
Travis
C. Bond, Jr., 52 years of age, Chief Operating Officer
Mr. Bond
has been actively involved in the direct sales industry for over 17 years, with
experience as an Independent Distributor, serving as COO, Exec. VP, VP Sales and
VP Marketing in several direct selling companies. He has been a
consultant to the industry and a vendor to the direct selling market place. Mr.
Bond has participated in the launch of over 30 companies, some with revenues of
over $100 million per year.
During
the past five years Mr. Bond has served as the Executive VP of a $60 Million
direct sales company, COO of a $45 million Direct sales company and has owned,
along with his wife, a direct sales tools marketing company and fulfillment
center.
As of the
date of this filing, there has not been any material plan, contract or
arrangement (whether or now written) to which Mr. Adler, Mr. Sasnett, Dr.
Jolley, Mr. Williams or Mr. Bond is a party in connection with their appointment
as a director or as an officer of our Company.
No
transactions occurred in the last two years to which the Company was a party in
which Mr. Adler, Mr. Sasnett, Dr. Jolley, Mr. Williams or Mr. Bond had or is to
have a direct or indirect material interest.
2.1 Asset
Acquisition Agreement
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.
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BLINDSPOT
ALERT, INC. |
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Date: July
2, 2009
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By:
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/s/ Rowland W. Day II
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Rowland
W. Day II,
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Chief
Executive
Officer
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