form8-k.htm
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): October 4,
2007
Rapid
Link, Incorporated
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-22636
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75-2461665
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(State
or other jurisdiction of incorporation
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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17383
Sunset Boulevard, Suite 350
Los
Angeles, California 90272
(Address
of principal executive offices, including Zip Code)
Registrant's
telephone number, including area code (310) 566-1701
Not
Applicable
(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:
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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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Forward
Looking Statements
This
Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of,
and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future
events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of
these
risks or uncertainties materialize, or should the underlying assumptions
prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not
intend to update any of the forward-looking statements to conform these
statements to actual results. The following discussion should be read in
conjunction with Registrant’s pro forma financial statements and
the related notes that will be filed herein.
Item
1.01 Entry into a Material Agreement.
As
of
September 13 2007, the Registrant executed a settlement agreement with Yahoo
settling a dispute over media credits purchased in a stock purchase agreement
dated July 7, 2001. Yahoo! shall pay the Registrant the amount of $475,000
in
one lump sum payment to settle all disputes and the Registrant agreed to dismiss
its claims against Yahoo! in connection with such dispute.
As
of
September 3, 2007, the Registrant executed a settlement agreement with Affluent
Media, et al settling a dispute over media credits purchased in a stock purchase
agreement dated July 7, 2001. Affluent Media, et al shall pay the
Registrant the amount of $35,000 and transfer $300,000 worth of barter credits
over the subsequent 3 month period to settle all disputes and the Registrant
has
agreed to dismiss its claims against Affluent Media, et al in connection with
such dispute.
The
foregoing description of the settlement agreement is only a summary and is
qualified in its entirety by reference to the aforementioned documents contained
in Exhibit 10.1 which is incorporated herein by
reference. .
Item
9.01 Financial Statement and Exhibits.
a)
Financial Statement. Not applicable
b)
Pro
forma Financial Statement. Not applicable.
c)
Exhibits
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Exhibit
Number
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Description
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Entry
into a material definitive agreement, financial
statement
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Entry
into a material definitive agreement, financial
statement
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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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Rapid
Link, Incorporated
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Date: October
4, 2007
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By:
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/s/
John A. Jenkins
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John
A. Jenkins
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Chief
Executive Officer
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