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): August 6, 2009
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23532
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88-0292161
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101 NE 3rd Ave., Fort
Lauderdale, FL 33301
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (954) 332-3759
Copies
to:
Stephen
Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th Floor
New York,
New York 10005
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August
6, 2009, the Board of Directors of Sanswire Corp. (the “Company”) appointed
Captain David A. Christian (USA-Ret.), the Chairman of the Board of Directors,
as the Chief Executive Officer of the Company. In addition, at the
Board of Directors meeting, Jonathan Leinwand resigned as a director and Chief
Executive Officer of the Company and Przemyslaw Kostro resigned as a director of
the Company. As Chairman of the Board of Directors, Mr. Christian
receives $5,000 per quarter in cash compensation and 250,000 shares of common
stock per quarter during his tenure as a director. On April 30, 2009, the
Company issued 250,000 shares in accordance with the agreement. The
Company and Mr. Christian are currently negotiating the terms of Mr. Christian’s
employment agreement. Mr. Christian does not have any family
relationship with any director, executive officer or person nominated or chosen
by the Company to become a director or executive officer. Except for
the arrangement setting forth Mr. Christian’s employment terms and Mr.
Christian’s employment agreement which is presently being negotiated, Mr.
Christian has not entered into any transaction since the beginning of the
Company's last fiscal year, nor is there any currently proposed transaction, in
which the Company was or is to be a participant in which Mr. Christian had or
will have a direct or indirect material interest
David A.
Christian is one of the United States’ most decorated veterans, the recipient of
seven Purple Hearts, Silver Star, Bronze Star and numerous other medals and
commendations. He became the youngest National Commander of the Nation's oldest
veterans organization "The Legion of Valor". He was a co-founder of the Vietnam
Veterans of America with US Senator John Kerry and Bob Muller. Mr.
Christian is currently a lecturer, commentator, advisor to the US Senate, and
runs a Service Disabled Veteran Owned Small Business that does work with the
United States Armed Forces under contract. From 1998 until 2006 Mr.
Christian was a Senate Fellow in the United States Senate and an advisor in the
areas of National Defense, Foreign Relations and Armed Services. He has also
served in the Carter and Regan administration and has been active in veterans
affairs. Since 2006 Mr. Christian has served as the Chief Executive
Officer of DacVal LLC, a manufacturer and re-manufacturer providing military
defense support equipment for the United States armed
services. Additionally, Mr. Christian is an author, consultant to
major news organizations, and a nationally recognized speaker. He is fluent in
Russian and German.
A copy of
the press release announcing Mr. Christian’s appointment is attached hereto as
Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release, dated August 10,
2009
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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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SANSWIRE
CORP. |
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Date:
August 10, 2009
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By:
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/s/ David
Christian |
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David
Christian |
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Chief
Executive Officer |
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