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 1, 2004
CIROND CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 0-49763 88-0469593
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
4185 STILL CREEK DRIVE #B-101, BURNABY, BRITISH COLUMBIA, CANADA V5C 6G9
(Address of principal executive offices) (Zip Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Registrant's telephone number, including area code (604) 205-5039
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):
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective October 1, 2004, Cirond Corporation (the "Company") entered into an
agreement (the "Agreement") with Regency Capital Partners, L.L.C. ("Regency"),
pursuant to which Regency agreed to introduce the Company's products and
services to various government entities and personnel (the "Prospects"). Regency
is an arm's-length third party and is not affiliated with the Company or any of
its officers, directors or principal shareholders.
The Agreement was effective October 1, 2004 and terminates September 30, 2005,
unless the parties decide to extend the Agreement. Pursuant to the terms of the
Agreement, the Company is required to pay Regency a monthly cash retainer of
$25,000, beginning October 1, 2004 and on the first day of each subsequent month
through the termination of the Agreement. In addition, if the Company enters
into an agreement with any Prospect, including any extensions or renewals of
such agreement (a "Sales Agreement"), during the term of the Agreement or within
180 days after termination of the Agreement, Regency is entitled to a commission
equal to 20% of the gross revenues received from such Sales Agreement. Gross
revenues is defined as the gross revenues received by the Company from the sale
of its products and services, less any discounts and refunds. Such commission is
payable monthly to Regency. The Company has also agreed to reimburse Regency for
reasonable expenses incurred in connection with the engagement contemplated by
the Agreement; provided, however, that Regency must obtain approval in advance
from the Company for expenses in excess of $500 per month.
The Agreement was amended November 2, 2004, to revise the schedule to the
Agreement containing the list of government entities and personnel to which the
Agreement applies. The amendment was not a material revision of the Agreement.
The Company has also made a one-time $20,000 payment to Regency in connection
with an agreement dated September 10, 2004, between the Company and Regency.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Agreement with Regency Capital Partners dated October 1, 2004,
as amended November 2, 2004.
2
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.
CIROND CORPORATION
December 2, 2004 By: /s/ ISAAC MOSS
-------------------------------------
Isaac Moss
Secretary
3