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): April 15,
2008
__________________
NS8
CORPORATION
(Exact
Name of registrant as specified in its charter)
_________________________
|
Delaware
(
State or other jurisdiction
of
incorporation)
|
333-75956
(Commission
File Number)
|
13-4142621
(IRS
Employer Identification No.)
|
|
Suite
200, 1311 Howe Street,
Vancouver,
British Columbia
(Address
of Principal Executive Offices)
|
V6Z
2P3
(Zip
Code)
|
Registrant’s telephone number, including area
code:
(604) 677-6994
Former
Name or Former Address, if Changed Since Last Report:
6080 Center
Drive, 6th Floor, Los Angeles, CA, USA 90045
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:
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))
SECTION 5-CORPORATE
GOVERNANCE AND MANAGEMENT
Item 5.02
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
|
(a)
|
Resignation of
Directors
|
On April
15, 2008, James C. Forbes resigned as Chairman of the Board of Directors of NS8
Corporation (the “Company”). Mr. Forbes’ resignation was for personal reasons
and did not relate to any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
|
(b)
|
Resignation of
Principal Officers
|
On April
15, 2008, James C. Forbes resigned as Chief Executive Officer of the Company.
His resignation did not relate to any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
(c)
Appointment of
Directors
On April
15, 2008, the Company appointed George O’Leary as Chairman of the Board of
Directors of the Company. Mr. O’Leary has been a member of the Board of
Directors of the Company since April 12, 2007 and as previously disclosed in our
Form 8-K filed with the SEC on April 19, 2007, he has served as its Chief
Financial Officer since April 18, 2007.
On April
15, 2008, the Company appointed Uriel E. Kusiatin to its Board of Directors. Mr.
Kusiatin has been serving the Company as it President since June 15, 2007 and he
will continue acting in that position.
(d)
Appointment of Principal
Officer
On April
15, 2008, the Company appointed Uriel E. Kusiatin as Chief Executive Officer of
the Company.
Mr.
Kusiatin was made available to the Company by SKS Consulting of South Florida
Corp. (
“SKS”
) to lead
the overall implementation and execution of the Company’s five year strategic
plan. The Company will not directly compensate Mr. Kusiatin with an
executive salary or benefits package pending a one year performance review
(which period commenced on June 15, 2007). His current compensation will be paid
by SKS under its original consulting agreement with the Company that was filed
on April 12, 2007.
There is
no family relationship between Mr. Kusiatin and any other director or executive
officer of the Company.
Item
9.01 Financial Statements and Exhibits
(a) Financial
statements of business acquired.
Not applicable.
(b) Pro
forma financial information.
(c) Exhibits.
Not applicable.
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.
|
|
NS8
Corporation
(Registrant)
|
|
|
|
|
|
|
|
Date:
April 15, 2008
|
By:
|
/s/ Uriel
Kusiatin
|
|
|
|
|
Uriel
Kusiatin
|
|
|
|
|
Chief
Executive Officer
and
President
|
|
|
|
|
|
|