UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 25, 2006
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IElement Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-29331 76-0270295
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
17194 Preston Road Suite 102, PMB 341, Dallas, Texas 75248
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 254-3440
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(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):
|_| 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
As of March 25, 2006, we reached agreements with twelve (12) note
holders to amend and restate the terms of our repayment obligations to them as
set forth in certain promissory notes issued in January and August 2005. The
note holders agreed to waive the accrued but unpaid principal, in exchange for
the future right to convert the outstanding principal amount ($560,053 as of
March 23, 2006) to shares of our common stock at a conversion price of $0.035
per share. Both the prior notes and the new convertible secured promissory notes
are non interest bearing. The first payment on each of the new convertible
promissory notes is due in September 2006 with a total of 36 monthly
installments through August 2009. The note holder has the right to convert all
or a portion of the outstanding balance, at any time until the notes are paid in
full, into I-Element's common stock at a conversion price of $0.035 per share.
Two of the notes are held by Kramerica, Inc., a Company in which our
Chief Executive Officer and Director, Mr. Ivan Zweig, is the sole shareholder,
officer and director. The aggregate principal amount of the notes owed to
Kramerica, Inc. is $120,000. In addition, six additional note holders are Mr.
Zweig's immediate family. The aggregate principal amount of the notes owed to
Mr. Zweig's immediate family is $256,956. Both the prior notes and the new
convertible secured promissory notes in favor of Kramerica and Mr. Zweig's
family, are secured by substantially all of the assets of I-Element, Inc. The
remaining four note holders are currently unaffiliated with I-Element. In
addition, the remaining four notes were and remain unsecured.
The common stock that will be issued upon conversion of the Notes will
be subject to certain resale restrictions, as defined in Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Securities Act").
A copy of the form of Amended and Restated Convertible Secured
Promissory Notes is filed with this Report as Exhibit 10.05 and is incorporated
in this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
10.05 Form of Amended and Restated Convertible Secured Promissory
Notes
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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.
Date: March 31, 2006 IELEMENT CORPORATION
By: /s/ Ivan Zweig
Name: Ivan Zweig
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.05 Form of Amended and Restated Convertible Secured Promissory Notes
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