form8k011409.htm
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 MERGER ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED)
January 14,
2009
KLEVER MARKETING,
INC.
(Name of
small business issuer as specified in its charter)
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Delaware
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000-18730
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363688583
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2469 E. Ft. Union Blvd.,
Suite 214, Salt Lake City, Utah 84121
(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code (801)
847-6444
955 N. 400 W., Suite 8,
North Salt Lake, Utah 84054
(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):
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[]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Merger Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Merger Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Merger Act (17 CFR
240.13e-4(c)).
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Items
5.01 and 5.02:
Klever Marketing, Inc.
(hereafter “Klever” or the “Company”) announced today that effective as of
Friday, January 9th, 2009,
a group of shareholders in the Company (Presidio Investments, LLC; Seabury
Investors III, Limited Partnership and Tree of Starts, Inc.) sold a substantial
share position of Klever preferred shares to PSF, Inc., a privately held Utah
corporation, in which Mr. Paul Begum is a principal shareholder and officer and
Mr. Robert A. Campbell is an affiliate. This transaction when
aggregated with an earlier purchase of 9,750,000 common shares by PSF, Inc. for
$14,700 paid by Mr. Robert Campbell and the existing Klever stock holdings of
Mr. Paul Begum and Robert Campbell, as affiliates, constitutes an effective
control share block when all preferred shares acquired are exchanged for
common. The immediate share transaction was based upon the sale of
168,434 restricted convertible preferred shares for $275,000 which, when
converted to common shares and aggregated with existing holding of the
affiliates described above, would constitute approximately 39% of the issued and
outstanding common voting shares of the Company. The 168,434
preferred shares are convertible to 9,808,935 common shares. Mr.
Robert A. Campbell was the source of the $275,000 in purchase funds and will
receive a presently undesignated right to acquire Klever shares from PSF,
Inc.
The
company joined in the transaction as an accommodation party by agreeing that the
present board of directors would resign effective January 9th after
substitution of three board nominees by the new controlling shareholders in the
corporation. The resigning shareholders were Mr. Bill Bailey,
chairman of the board, Mr. Paul Begum, Mr. Jeremiah Cox and Mr. Craig
Poulton. Mr. Michael Mills and Ms. Bernadette Suckel had earlier
tendered resignations in writing. The board also acted by majority
vote to terminate the directorship of Mr. John Hastings who was not present at
the meeting. Effective upon the termination of the foregoing
directors, the old board as a final act appointed the following individuals to
serve as the acting directors for the Company until the next regular shareholder
meeting:
Mr. Robert
A. Campbell
Mr. J.
Raymond Norris
Mr. Paul
G. Begum
A brief
biographical description of each of these individuals is attached hereto and
incorporated by this reference.
The
Company intends to continue on seeking joint development, merger or acquisition
possibilities for its existing “smart cart” technology. At present,
the Company does not have any active business purpose or revenues.
EXHIBITS:
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Exhibit
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Number
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Description
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Exhibit
1
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Directors’
Biographicals
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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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Klever Marketing, Inc.
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Date: January
14, 2009
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By /s/ Paul G. Begum
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Paul
G. Begum
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Acting
Chairman of the Board
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