8-K

 

 

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) June 26, 2014

 

 

AGENT155 MEDIA CORP.

(Formerly Freshwater Technologies Inc.)

(Exact name of registrant as specified in its charter)

 

 

Nevada

(State or other jurisdiction of incorporation)

000-53871

(Commission File Number)

98-0508360

(IRS Employer Identification No.)

1555 California Street, Suite 309, Denver, CO, 80202

(Address of principal executive offices and Zip Code)

(303) 941-6125

(Registrant’s telephone number, including area code)

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:

 

¨ 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 3.02 Unregistered Sales of Equity Securities

Pursuant to written consent by the Directors of the Company on June 26, 2014, 60,000,000 shares of restricted common stock were issued to Christopher J. Martinez, the Chairperson and President of the Company, in lieu of salary compensation for the years ended December 31, 2011, December 31, 2012 and December 31, 2013.

Pursuant to written consent by the Directors of the Company on July 2, 2014, 50,000,000 shares of restricted common stock were issued to Christopher J. Martinez, the Chairperson and President of the Company, in lieu of salary compensation for the year ended December 31, 2014.

Pursuant to written consent by the Directors of the Company on June 30, 2014, 5,000,000 shares of restricted common stock were issued to Dong Au(David) Nguyen, a Director of the Company, for one-time compensation for services to the Company.

Pursuant to business consulting services rendered, on August 20, 2014 2,040,000 shares of restricted common stock were issued by the Company to a consultant as compensation for consulting services.

These issuances brought the total number of issued and outstanding shares of the company to 367,682,745.

These issuances of our shares were made pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”), provided by Section 4(2) of the Act.

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.

AGENT155 MEDIA CORP.

(Formerly FRESHWATER TECHNOLOGIES, INC.)

 

LOGO

Christopher J. Martinez

President, CEO, CFO, Secretary, Treasurer and Director

Date: October 14, 2014