SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
Strategic Tactical Asset Trading LLC;
1926 Hollywood Blvd. Suite 210
Hollywood, FL 33020
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Sept. 18, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ?
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 219858305
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Strategic Tactical Asset Trading LLC
Check the Appropriate Box if a Member of a Group (See Instructions)
SEC Use Only
Source of Funds (See Instructions): SC.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
Citizenship or Place of Organization: USA
Sole Voting Power:
Shared Voting Power :
Sole Dispositive Power:
Shared Dispositive Power :
Aggregate Amount Beneficially Owned by Each Reporting Person: 14,258,949
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row (11): %
Type of Reporting Person (See Instructions): CO
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is shares of Common stock, par value $.0001 per share (the “Common stock”), of COROWARE, INC., a Delaware corporation (the “Company”), with its principal executive offices located 1410 Market Street, Suite 200, Kirkland, WA 98033.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Strategic Tactical Asset Trading LLC (the “Reporting Person”). The Reporting Person has an address of 1926 Hollywood Blvd. Suite 210
Hollywood, FL 33020.
The Reporting Person is Managing Member.
The Reporting Person has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person received the securities covered by this statement pursuant to a Consulting Agreement whereby acquired 14,258,949 shares of common stock in exchange for services.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the securities referenced herein for compensation purposes.
Subject to the limitations set forth herein and depending upon (i) the price and availability of the Common Stock, (ii) subsequent developments affecting the Company, (iii) the Company’s business and prospects, (iv) other investment and business opportunities available to the Reporting Person, (v) general stock market and economic conditions, (vi) tax considerations, and (vii) other factors deemed relevant, the Reporting Person may decide to increase or decrease the size of their investment in the Company. Except as described in this Schedule 13D, the Reporting Person does not have any present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of instructions to Schedule 13D. However, the Reporting Person will continue to review the business of the Company and, depending upon one or more of the factors referred to above, may in the future propose that the Company take one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person is the record and beneficial owner of 14,258,949 shares of Common stock. This number represents 6.47 % of the issued and outstanding shares of Common stock based on 92,273,663shares issued and outstanding as of Sept. 28, 2012.
The Reporting Person has the sole power to vote or to direct the vote of the 14,258,949 shares of Common stock held by him and has the sole power to dispose or to direct the disposition of 14,258,949shares of common stock held by him.
Transactions during the past 60 days: none.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 Strategic Tactical Asset Trading LLC Consulting Agreement dated Aug. 28, 2012
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: October 9, 2012
/s/ Eric Weldon
Name: Eric Weldon
Title: Managing Member
This Consulting Services Agreement (the “Agreement”), dated Aug. 28, 2012, is made by and between STRATEGIC TACTICAL ASSET TRADING LLC
(“Consultant or STAT”), a Florida Corporation and CoroWare, Inc. (“Company”) a Delaware corporation located at 1410 Market Street Suite 200 Kirkland, WA 98033.
WHEREAS, Consultant has extensive background in financial services and relations managem ent;
WHEREAS, Consultant desires to be engaged by Company to provide relations management services to Company subject to the conditions set forth herein; and
WHEREAS, Company desires to engage and pay consideration to Consultant to provide the services in its area of knowledge and expertise on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for consideration to be received Consultant agrees to provide those services to the Company, and the Parties agree as follows:
1. Services of Consultant.
During the Term (as defined below) of this Agreement, Consultant agrees to perform for Company the following services, based on the terms of this Agreement and to the extent the Parties agree from time to time (the “Services”):
1) Review Company press releases and help relay growth strategy to the financial community;
2) Distribute an Investment Profile for the Company;
3)Generate and present Consultant based communications and strategies;
4) Investor relations advice;
5) Coordinate opt-in e-mail notifications; and
6)Provide investor relations services on behalf of Company specifically regarding answering phone calls of investors or prospective investors.
7) Evaluate progress of the communications campaign and provide an updated investor relations plan at 60 day intervals.
In consideration for the Services rendered to the Company hereunder during the Term (defined below) by Consultant and Consultant’s covenants hereunder, the Company shall irrevocably, pay Consultant compensation including:
An initial payment of F i v e t h o u s a n d U . S . D o l l a r s ( $5,000.00), due
upon mutual execution of this Agreement (the “Setup fee”), which shall
be payable either in cash or, at the sole option of the Company, common
stock of the Company at a per share price of .05 (five cents).;
Monthly consulting fees of $5,000.00 per month, which shall
commence during the first month following mutual execution of this
Agreement, thereafter due and payable not later than the 15th day of
each month (“Consulting Fees”). The Consulting Fees shall be
payable either in cash or, at the sole option of the Company in any given
month, common stock of the Company at a per share price equal to the VWAP of
the final five trading days of the relevant billing period . The Company agrees to
provide any and all required assistance and documentation in removing restrictive
legends, where and when allowable under state and federal law, on any
w a s / were and shall be issued, which certificates shall be
wholly paid for
and non-assessable in exchange for the Services provided herein;
(iii) Consultant shall be entitled to “piggy-back” registration rights for (i) the
Common Stock on all registrations of the Company, except for registrations filed
on Form S-4 or Form S-8, or on any demand registrations of any other investor
subject to the right, however, of the Company and its underwriters to reduce the
number of shares proposed to be registered pro rata in view of market conditions,
which may reduce the “piggy-back” registrations rights to zero. The Company
shall bear registration expenses (exclusive of underwriting discounts and
commissions) of all such demands, piggy-backs, and S-1 or S-3 registrations.
This Section 2(b) shall at the option of the Company terminate in the event that
shares become eligible for removal of restrictive legend and free trading under Rule
144 of the Securities Act of 1933, as amended.
The following legend (or a legend substantially in the following form) shall be placed on certificates representing the common stock issued pursuant to Section 2(1):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C)
THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION.
Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Confidential Information need not be marked as confidential at the time of disclosure to receive “Confidential Information” protection as required herein, rather all information disclosed that, given the nature of the information or the circumstances surrounding its disclosure reasonably should be considered as confidential, shall receive “Confidential Information” protection. Consultant acknowledges and agrees that confidential and valuable information proprietary to Company, shall not be, directly or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential.
Consultant agrees that it will not, without the prior written consent of the Company, for a period of one (1) years after the termination of employment, directly or indirectly disturb, entice, or in any other manner persuade, any employee or consultant of the Company to discontinue that person’s or firm’s relationship with the Company if the employee(s) and/or consultant(s) were employed by the Company at any time during the twelve (12) month period prior to the termination date.
Consultant further agrees that it will not, for a period of two (2) years following the termination of employment, contact or solicit orders, sales or business from any customer of the Company’s so as to induce or attempt to induce such customer to cease doing business with the Company.
The Company agrees to indemnify, defend, and shall hold harmless Consultant and/or its agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) would constitute a breach of any of Company's representations, warranties, or agreements hereunder, or (ii) arises out of the negligence or willful misconduct of Company.
The Consultant agrees to indemnify, defend, and shall hold harmless Company, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.
In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld.
Termination and Renewal.
This Agreement shall become effective on the date first written above and terminate twelve (12) months thereafter, unless terminated sooner in accordance with Section 6(b), below (the “Term”).
Either party may terminate this Agreement for convenience and without cause upon ten (10) calendar days written notice, or immediately if, the other party materially breaches any of its representations, warranties or obligations under this Agreement. Except as may be otherwise provided in this Agreement, such breach by either party will result in the other party being responsible to reimburse the non-defaulting party for all costs incurred directly as a result of the breach of this Agreement, and shall be subject to such damages as may be allowed by law including all attorneys' fees and costs of enforcing this Agreement.
Termination and Payment.
Upon any termination without cause or expiration of this Agreement, Company shall pay all unpaid and earned fees, through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Company
any and all outstanding Services due through the effective date of termination of this Agreement.
Should Consultant at anytime materially breach any of the terms outlined in this Agreement, Company shall have the right to seek remedies, including but not limited to: i) a temporary restraining order and permanent injunction; ii) liquidated damages.
Consultant shall render all Services hereunder as an independent contractor and shall not hold himself out as an agent of Company. Nothing herein shall be construed to create or confer upon Consultant the right to make contracts or commitments for or on behalf of Company.
Right to Hire Sub-Consultants
The Parties agree that Consultant shall be authorized to hire sub-consultants without per-notification and approval by the Company at Consultant's expense unless approved by the Company prior to expensed services performed. The Parties agree that Consultant shall be entitled to reimbursement for ordinary, i.e. press releases, and extraordinary expenses only with pre-notification and approval by the Company before the expenses are incurred.
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.
This Agreement may be amended only by an instrument in writing executed by all the parties hereto.
Any notice which is required or desired under this Agreement shall be given in writing and may be sent by personal delivery or by mail (either (i) United States mail, postage prepaid, or (ii) Federal Express or similar generally recognized overnight carrier), addressed as follows (subject to the right to designate a different address by notice similarly given):
1410 Market Street
Kirkland, WA 98033
If to Consultant: STAT
1926 Hollywood Blvd Suite 209 Hollywood, FL 33010
Governing Law and Arbitration.
Governing Law. This Agreement shall be governed by the interpreted in accordance with the laws of the Broward County, FL without reference to its conflicts of laws rules or principles, and regardless of the place or places of its physical execution and performance.
Arbitration. Any and all disputes arising out of or relating to the interpretation, application, formation, or the termination of this Contract shall be subject to binding and final arbitration in Florida pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision issued there from shall be binding upon the parties and shall be enforceable as a judgment in any court of competent jurisdiction. The prevailing party in such arbitration or other proceeding shall be entitled, in addition to such other relief as many be granted, to a reasonable sum as and for attorney’s fees in such arbitration or other proceeding which may be determined by the arbitrator or other officer in such proceeding. If collection is required for any payment not made when due, the creditor shall collect statutory interest and the cost of collection, including attorney’s fees whether or not court action is required for enforcement. The prevailing party in any such proceeding shall also be entitled to reasonable attorneys’ fees and costs in connection all appeals of any judgment
The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute and deliver this Agreement on behalf of such party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and have agreed to and accepted the terms herein on the date written above.
Date: October 9, 2012
/s/ Llyod CEO
Name: Llyod Spencer
Title: President and CEO
Date: October 9, 2012
/s/ Eric Weldon
Name: Eric Weldon
Title: Managing Member