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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
GOFISH
CORPORATION
(f/k/a
Unibio Inc.)
(Exact
name of registrant as specified in its charter)
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Nevada
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20-2471683
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (415)
738-8706
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
October 24, 2007, the Board of Directors (the “Board”)
of
GoFish Corporation (the “Company”)
approved a Non-Qualified Stock Option Plan (the “Plan”).
The
purposes of the Plan are to attract and retain the best available personnel,
to
provide additional incentives to employees, directors and consultants and
to
promote the success of the Company’s business. A maximum aggregate of 3,600,000
shares of common stock of the Company may be issued pursuant to the
Plan.
The
Board
(or any committee composed of members of the Board appointed by the Board
to
administer the Plan), shall administer and interpret the Plan. The administrator
shall have the authority to, among other things, (i) select the employees,
consultants and directors to whom options may be granted, (ii) grant options,
(iii) determine the number of shares underlying option grants, (iv) approve
forms of option agreements for use under the plan, (v) determine the terms
and
conditions of the options and (vi) subject to certain exceptions, amend the
terms of any outstanding option granted under the Plan.
The
Plan
authorizes grants of nonqualified stock options to eligible employees, directors
and consultants. The exercise price for an Option shall be determined by
the
administrator. The term of each option under the Plan shall be no more than
ten
years from the date of grant.
The
Plan
became effective upon its adoption by the Board, and will continue in effect
for
a term of ten years, unless sooner terminated. The Board may at any time
amend,
suspend or terminate the Plan.
The
Plan
also contains provisions governing: (i) the treatment of options under the
Plan
upon the occurrence of certain corporate transactions (including merger,
consolidation, sale of all or substantially all the assets of the Company,
or
complete liquidation or dissolution of the Company) and changes in control
of
the Company, (ii) transferability of options and (iii) tax withholding upon
the
exercise or vesting of an option.
The
foregoing summary of the Plan does not purport to be complete and is qualified
in its entirety by reference to the full text of the Plan, a copy of which
is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory
Arrangements of Certain Officers.
On
October 24, 2007, the Board granted options under the Plan to Lennox L.
Vernon,
the Company's Chief Accounting Officer & Director of Operations, and certain
other employees and consultants of the Company. The grant to Mr. Vernon
consists
of options to purchase 75,000 shares of common stock, with an exercise
price of
$0.37 per share, which was the closing price per share of the Company's
common
stock on the OTC Bulletin Board on the date of grant. One-thirty sixth
(1/36) of
such options granted to Mr. Vernon will vest at the end of each calendar
month
following the date of grant, such that the options will be 100% vested
after
three years from the date of grant.
Item
9.01
Financial
Statements and Exhibits.
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Exhibit
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Description
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10.1
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GoFish
Corporation Non-Qualified Stock Option
Plan.
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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.
Exhibit
Index
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Exhibit
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Description
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10.1
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GoFish
Corporation Non-Qualified Stock Option
Plan.
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