DigitalFX International Inc · 8-K · For 6/8/07

Filed On 6/14/07 5:25pm ET   ·   SEC File 0-27551   ·   Accession Number 1170918-7-518

Current Report   ·   Form 8-K
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 1: 8-K         Current Report                                         4     13K 

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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

 Date of Report:

 (Date of earliest event reported)

JUNE 8, 2007

----------------------------

 DIGITALFX INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)

 FLORIDA
(State or other Jurisdiction of Incorporation or Organization)

0-27551                                          65-0358792     
(Commission File Number)                       (IRS Employer Identification No.)

3035 EAST PATRICK LANE
SUITE #9
 LAS VEGAS, NV 89120
 (Address of Principal Executive
 Offices and zip code)

702-938-9300
 (Registrant's telephone
number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:                                                           

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)                                              

[_]      Soliciting  material  pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))                                        

[_]      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 June 8, 2007, the Registrant  entered into a Subscription,  Loan and
Rights  Agreement  (the  "SaySwap  Agreement")  with SaySwap,  Inc.  ("SaySwap")
pursuant to which the Registrant agreed to purchase a Senior Secured Convertible
Promissory Note (the "SaySwap  Note") issued by SaySwap in the principal  amount
of $225,000,  and a warrant (the  "SaySwap  Warrant") to purchase 26.1 shares of
SaySwap's common stock.                                                         

         The SaySwap Note  accrues  interest at a rate of 8% per annum and has a
maturity  date of the later of April 24, 2008 and the maturity  date of the note
issued concurrently to another investor in SaySwap,  provided,  however, that if
SaySwap  consummates  a qualified  financing  (as defined in the SaySwap  Note),
SaySwap is required to repay the  outstanding  principal  amount and all accrued
interest  on the  SaySwap  Note  within  10  days  of the  consummation  of such
qualified financing.  The Registrant may also declare the outstanding  principal
and accrued interest due and payable in the event of a default under the SaySwap
Note. The SaySwap Note is convertible,  at the Registrant's  option, into shares
of SaySwap's common Stock, at any time prior to 30 days before the maturity date
or three days before the consummation of a qualified financing.  As security for
SaySwap's  obligations  under the  SaySwap  Note,  SaySwap  also  granted to the
Registrant a first priority security interest in all of SaySwap's assets.       

         The SaySwap Warrant  entitles the Registrant to purchase 26.1 shares of
SaySwap's  common stock at a per share price of $3,831.42.  The SaySwap  Warrant
expires on May 31, 2010.                                                        

         Pursuant  to the terms of the  SaySwap  Agreement,  the  Registrant  is
entitled to demand that SaySwap  register  the shares of SaySwap's  common stock
issuable upon  conversion of the SaySwap Note or exercise of the SaySwap Warrant
(the  "Underlying  Shares")  at such  time  that  SaySwap  files a  registration
statement with the Securities and Exchange Commission.                          

         Pursuant to the terms of the SaySwap Agreement,  SaySwap also agreed to
enter into a private  label  program  with the  Registrant  for  SaySwap's  game
trading  platform.  SaySwap is also required to obtain the Registrant's  written
consent  to any  issuance  of debt that is pari  passu or senior to the  SaySwap
Note.                                                                           

         The Registrant and SaySwap each agreed to indemnify each other, up to a
maximum of the  principal  amount of the  SaySwap  Note,  from  claims or losses
arising  out of the  SaySwap  Agreement  and/or  the  transactions  contemplated
thereunder,  based upon  failures of  representations  or warranties to be true,
untrue  statements  included in any  registration  statement filed in connection
with the  Underlying  Shares,  and failure to perform or comply  with  covenants
contained  in the  SaySwap  Agreement.  Prior to their  entry  into the  SaySwap
Agreement, the parties thereto had no material relationship with each other.    

         On June 8, 2007,  the Registrant  also entered into a Software  License
and Services  Agreement (the "License  Agreement") with  Transparensee  Systems,
Inc.   ("Transparensee"),   pursuant   to  which  the   Registrant   acquired  a
non-exclusive license to use Transparensee's  proprietary search engine software
and to resell the products derived from such software pursuant to the provisions
of a  separate  reseller  agreement,  and agreed to obtain  certain  integration
services  from  Transparensee.  The  registrant  is required to pay fees for the
license and  integration  services as set forth in the  License  Agreement.  The
License  Agreement  has a  term  of  two  years  from  the  date  on  which  the
Registrant's  system is activated with  Transparensee's  software running on it,
and is automatically renewed for additional two-year terms unless the Registrant
provides  notice to  Transparensee  of its  intention to  terminate  the License
Agreement at least 30 days prior to the expiration of any term.                 

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         On June 8, 2007, the Registrant also entered into a Reseller  Agreement
with  Transparensee  pursuant  to  which  the  Registrant  was  appointed  as an
authorized,   non-exclusive  reseller  of  the  licensed  software  and  related
documentation.  The Registrant was also granted a non-exclusive  license to use,
install  and  operate  the  licensed  software  for the  purposes of testing and
evaluation,   training  of  the  Registrant's  personnel  and  affiliates,   and
demonstrating  and promoting the licensed software to potential  end-users.  The
Registrant shall receive a percentage of the gross revenue received from product
orders.  The  term of the  Reseller  Agreement  is the  same as the  term of the
License Agreement.                                                              

         Concurrently  with its entry into the License  Agreement  and  Reseller
Agreement,  the  Registrant  also purchased a Convertible  Promissory  Note (the
"Transparensee  Note")  issued  by  Transparensee  in the  principal  amount  of
$175,000. The Transparensee Note may not be prepaid,  accrues interest at a rate
of 4.85% per annum and has a maturity  date of the  earlier  of May 14,  2008 or
when,   upon  or  after  the  occurrence  of  an  event  of  default  under  the
Transparensee  Note, such amounts are declared due and payable by the Registrant
or made  automatically  due and  payable  in  accordance  with the  terms of the
Transparensee Note. Provided that Transparansee  obtains the requisite approvals
for the  creation  and  designation  of a new series to be  designated  Series A
Preferred Stock, the  Transparensee  Note is automatically  convertible,  on the
maturity date, into shares of Transparensee's  Series A Preferred Stock at a per
share price of $2.075,  or upon the  consent of the  requisite  shareholders  of
Transparensee.  In  addition,  upon the  consummation  of a change in control of
Transparensee,  the  Transparensee  Note  automatically  converts into shares of
Transparensee's  common stock at a per share price of $2.075.  In the event that
the Transparensee Note is automatically converted into shares of Transparensee's
Series A Preferred  Stock or common stock,  the  Registrant  has agreed to enter
into  a  lock-up  agreement  for  a  period  of  180  days  in  connection  with
Transparensee's initial public offering.                                        

         The Transparensee Note is also convertible, at the Registrant's option,
into shares of Transparensee's common Stock, at a per share price of $2.075, and
the Registrant has agreed to enter into a lock-up  agreement for a period of 180
days in connection with such optional  conversion upon  Transparensee's  initial
public offering.                                                                

         Transparensee  agreed to indemnify the  Registrant,  up to a maximum of
$75,000  pro  rated  over  the  initial  term  of the  License  Agreement,  from
infringement  claims with respect to the licensed software and losses arising in
connection  therewith.  The  Registrant  agreed to  indemnify  Transparensee  in
connection with claims with respect to any modifications  made by the Registrant
to the licensed  software,  and losses in connection  therewith.  Prior to their
entry into the License Agreement, Reseller Agreement and Transparensee Note, the
parties thereto had no material relationship with each other.                   

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SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
DigitalFX  International,  Inc.  has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.                             

                           DIGITALFX INTERNATIONAL, INC.

Date: June 14, 2007                    By: /s/ Lorne Walker                     
                                           -------------------------------------
                  Lorne Walker
                                           Chief Financial Officer and Secretary

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
For The Period Ended		6/8/07		1		3
Filed On / Filed As Of		6/14/07		4
		4/24/08		2
		5/14/08		3
		5/31/10		2
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