HARDWIRED INTERACTIVE, INC. FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Registrant’s Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Change in Shell Company Status, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On November 3, 2011 we entered into a Securities Exchange Agreement (the "Exchange Agreement") by and among the Company, Park Slope, LLC (the "Hardwired Majority Shareholder"), In 4, Kft. ("In 4"), and all of the shareholders of In 4 (the "In 4 Shareholders") who are signatories to the Exchange Agreement. On November 11, 2011 (the "Closing Date" or the "Closing"), pursuant to the terms of the Exchange Agreement, the In 4 Shareholders transferred and contributed all of their shares (the "In 4 Shares") to the Company, resulting in our acquisition of all of the outstanding In 4 Shares. In return, we issued to the In 4 Shareholders, their designees or assigns (the "Share Exchange"), an aggregate of 1,000,000 shares of Series A convertible preferred stock, par value $0.001 per share of the Company (the "Series A Preferred Stock"), and 886,000 shares of Series B convertible preferred stock, par value $0.001 per share of the Company (the "Series B Preferred Stock", and together with the Series A Preferred Stock the "Hardwired Exchange Shares"). The foregoing issuances of the Hardwired Exchange Shares to the In 4 Shareholders, their designees or assigns, constituted approximately 100% of our issued and outstanding preferred stock as of and immediately after the consummation of the transactions contemplated by the Exchange Agreement.

In addition, on November 3, 2011, in connection with the Share Exchange we issued a Senior Convertible Debenture (the "Debenture") in favor of the Hardwired Majority Shareholder in the amount of $750,000.00 (the "Loan") due December 31, 2012 (the "Maturity Date"). The Company must pay interest on the outstanding amount of the Loan at a rate of twelve percent (12%) per annum in one lump sum payable on the Maturity Date.

On November 3, 2011, the Company issued three common stock purchase warrants (the "Warrants" or individually the "Warrant") each with a term of five years after their issuance date and an exercise price of $5.00, $7.00 and $9.00 per share, respectively. Each Warrant entitles the holder to purchase from the Company up to 1,000,000 fully paid and non-assessable shares of our common stock.

As a result of the Share Exchange and the other transactions contemplated thereunder, In 4 became a wholly owned subsidiary of the Company. Our officers and directors approved the Exchange Agreement and the other transactions contemplated thereunder. The officer, sole director and majority shareholder of In 4 approved the Exchange Agreement and the other transactions contemplated thereunder.

In connection with the Closing of the Share Exchange, and as explained more fully in Item 2.01 and Item 5.02 of this Current Report on Form 8-K/A, Joseph C. Passalaqua resigned from his position as President, Chief Executive Officer and sole director effective as of the Closing Date. Mr. Peter Vasko was appointed as Chief Executive Officer and sole director of the Company effective as of the Closing Date.

                                           2    

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

The Share Exchange is discussed more fully in Section 2.01 of this Current Report on Form 8-K/A. The information therein is hereby incorporated in this Section 1.01 by reference. Additionally, the description of the Exchange Agreement, Debenture and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of Exhibit 2.1, Exhibit 4.3 and Exhibit 4.4 respectively, to this Form 8-K/A.

Item 2.01. Completion of Acquisition or Disposition of Assets.

   CLOSING OF THE SHARE EXCHANGE   

As described in Item 1.01 above, on the Closing Date, we acquired In 4 through the acquisition of all the In 4 Shares, constituting an aggregate of HUF 4,100,000 from the In 4 Shareholders, and in return, we issued an aggregate of 1,000,000 shares of Series A Preferred Stock and 886,000 shares of Series B Preferred Stock of the Company. The foregoing issuances of the Hardwire Exchange Shares to the In 4 Shareholders, their designees or assigns, constituted approximately 100% of our issued and outstanding preferred stock immediately after the consummation of the transactions contemplated by the Exchange Agreement.

On the Closing Date, In 4 became a wholly owned subsidiary of the Company. Our sole director and majority shareholder approved the Exchange Agreement and the Share Exchange. The officers and directors of In 4 approved the Securities Exchange Agreement and the Share Exchange. Immediately following the Closing of the Share Exchange, the Company changed its business plan to that of In 4.

The Company was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act")) immediately before the completion of the Share Exchange. Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Company were filing a general form for registration of a class of securities on Form 10 under the Exchange Act, with such information reflecting the Company and its securities upon consummation of the Share Exchange.

   BUSINESS   Overview   

We, through our wholly owned operating subsidiary In 4, (also known as In 4 Szamitastechnikai es Szolgaltato Kft) are focused on the development and commercialization of iGlue, a semantic search engine. iGlue is an integrated online content manager and search engine built with social media extensions that goes beyond today's widespread use of language-dependent search mechanisms based on identifying character strings. iGlue helps us understand information on the internet and enables the internet to adapt to our search by managing entities instead of keywords.

Hardwired Interactive, Inc. ("Hardwired" or "we," "our," "us," the "Company," or "our Company") was incorporated in the State of Nevada on November 8, 2000, under the name The King Thomason Group, Inc., ("KT"). KT's activities from inception until June 2007, consisted primarily of insurance and estate planning services. On October 10, 2008, we changed our name to Hardwired Interactive, Inc. and have functioned since that date as a shell company aiming to identify, evaluate and complete a business combination with an operating company. We anticipate on changing our name to iGlue Inc., in connection with our acquisition of In 4 to better reflect our business product and operations.

On the Closing Date we entered into the Share Exchange by and among the Company, the Hardwired Majority Shareholder, In 4, and the In 4 Shareholders, who are signatories to the Exchange Agreement. On the Closing Date, pursuant to the terms of the Exchange Agreement, the In 4 Shareholders transferred and contributed the In 4 Shares to the Company, resulting in our acquisition of all of the outstanding In 4 Shares. In return, we issued an aggregate of One Million (1,000,000) shares of Series A Preferred Stock and Eight Hundred Eighty Six Thousand (886,000) shares of Series B Preferred Stock of the Company. The foregoing issuances of the Hardwired Exchange Shares to the In 4 Shareholders, . . .

Item 3.02 Unregistered Sales of Equity Securities.

   Share Exchange   

Pursuant to the Exchange Agreement, on the Closing Date we issued an aggregate of One Million (1,000,000) shares of Series A Preferred Stock and Eight Hundred Eighty Six Thousand (886,000) shares of Series B Preferred Stock of the Company to the In 4 Shareholders in exchange for 100% of the outstanding shares of In 4 Kft. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered.

                                          31  

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

These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered.

We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

   Senior Convertible Debenture   

On November 3, 2011, we authorized and issued the Debenture to the order of Park Slope, LLC. The Debenture must be paid in full by the Maturity Date and accrues interest on the outstanding amount of the Loan at a rate of twelve percent (12%) per annum in one lump sum payable on the Maturity Date. The foregoing description of the Debenture does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 4.4 to this Form 8-K/A.

These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered.

We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the subscribers agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to . . .

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On November 11, 2011, our board of directors dismissed Michael F. Cronin ("Cronin"), as our independent registered public accountant.

Cronin's report on the financial statements for the fiscal years ended December 31, 2010 and 2009 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that the report contained a modification to the effect that there was substantial doubt as to the Company's ability to continue as a going concern because: (i) the Company has incurred losses from operations since inception; (ii) management anticipates incurring additional losses in 2011; (iii) the Company may incur additional losses; and (iv) the Company has no revenue to date.

During the fiscal years ended December 31, 2010 and 2009, and in the subsequent interim period through November 11, 2011, the date of dismissal of Cronin, there were no disagreements with Cronin on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cronin, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial statements for such year. During the fiscal years ended December 31, 2010 and 2009, and in the subsequent interim period through November 11, 2011, the date of dismissal of Cronin, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

                                          32  

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

We have provided a copy of the above disclosures to Cronin and requested Cronin to provide it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not Cronin agrees with the above disclosures. A copy of Cronin's letter, dated November 28, 2011, confirming its agreement with the disclosures in this Item 4.01 is attached as Exhibit 16.1 to this Form 8-K/A.

(b) New Independent Registered Public Accounting Firm

On November 11, 2011, our board of directors approved the engagement of BDO Magyarorszag Konyvvizsgalo, Kft., Hungary, Certified Public Accountants ("BDO"), as the Company's new independent registered public accounting firm.

During the fiscal year ended December 31, 2010, and the subsequent interim period prior to the engagement of BDO, the Company has not consulted BDO regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(o)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).

Item 5.01 Changes in Control of Registrant.

As explained more fully in Item 2.01, in connection with the Exchange Agreement, on the Closing Date, we acquired In 4 through the acquisition of all the In 4 Shares, constituting an aggregate of HUF 4,100,000 from the In 4 Shareholders, and in return, we issued an aggregate of One Million (1,000,000) shares of Series A Preferred Stock and Eight Hundred Eighty Six Thousand (886,000) shares of Series B Preferred Stock of the Company. The foregoing issuances of our Series A Preferred Stock and Series B Preferred Stock to the In 4 Shareholders, their designees or assigns, constituted approximately 100%% of our issued and outstanding preferred stock immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.

In connection with the Closing of the Share Exchange, and as explained more fully in the above Item 2.01 and below in Item 5.02 of this Current Report on Form 8-K/A, Mr. Joseph C. Passalaqua resigned from his position as President and Chief Executive Officer and sole director effective as of the Closing Date.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

    Resignation of Directors    

Mr. Joseph C. Passalaqua resigned as the sole director of our Company, effective as of the Closing Date. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

   Resignation of Officers   

Mr. Joseph C. Passalaqua resigned from his position as our President and Chief Executive Officer effective as of the Closing Date. His resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

Appointment of Directors and Officers

Peter Vasko was appointed as our Chief Executive Officer and sole director on the Closing Date. The experience and business background description of each director and officer is as follows:

                                              33  

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

Peter Vasko, age 40, Chief Executive Officer and Director

Péter Vaskó founded iGlue in 2007 and has served as the Company's Managing Director since inception. Mr. Vasko is in charge of strategic and operative management as well as the day to day operations of the Company. From 2005 to 2006, Mr. Vasko performed research at the Information Science Committee of the Hungarian Academy of Science. In this capacity he advised and steered the department's initiatives in expanding online activities. Prior to founding iGlue, from 2004 to 2007, Mr. Vasko led an extensive research project at the University of Lorand Eotvos, focusing on a semantic search engine that was aimed at the library system. Mr. Vasko is a graduate of Eötvös Loránd University in Budapest with a Master of Science degree in literature and film studies. Additionally, from 1998 to 2001, he attended the doctoral school at Eötvös Loránd University in Budapest where he studied semantic linguistics. We believe that Peter's training in semantic linguistics and research in connection with semantic search engines qualifies him to serve as our sole director.

  Related Party Transactions   

As described above, On November 3, 2011 we entered into a Severance Agreement with Mr. Joseph C. Passalaqua our former President, Chief Executive Officer, sole director and majority shareholder. Pursuant to the Severance Agreement, Mr. Passalaqua and the Company agreed to the following: (a) payment of $10,000.00; (b) promissory note in the amount of $750,000 payable to Park Slope, LLC., on December 31, 2012; and (c) 50,000 newly issued shares of Series B Preferred Stock.

Compensatory Arrangements of Certain Officers

Currently, there are no compensatory arrangements in place for our Officers.

Item 5.06 Change in Shell Company Status.

As explained more fully in Item 2.01 above, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the Closing of the Share Exchange. As a result of the Share Exchange, In 4, Kft., became our wholly owned subsidiary and became our main operational business. Consequently, we believe that the Share Exchange has caused us to cease to be a shell company. For information about the Share Exchange, please see the information set forth above under Item 2.01 of this Current Report on Form 8-K/A, which information is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Business Acquired. The Audited Financial Statements of In 4., Kft., are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(c) Shell Company Transactions. Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein, which are incorporated herein by reference.

(d) Exhibits. Exhibit No. Description

  Exhibit No.   Description     2.1       Form of Share Exchange Agreement dated November 3, 2011 by and among               Hardwired Interactive, Inc., Park Slope, LLC., In 4, Kft., Peter               Vasko, and certain equity holders of In 4, Kft. (incorporated herein               by reference to the Current Report on Form 8-K filed on November 14,               2011).      3.1       Certificate of Incorporation (incorporated herein by reference to the               Form SB-2 filed on May 14, 2001).      3.2       By-laws (incorporated herein by reference to the Form SB-2 filed on               May 14, 2001).       4.1       Form of Certificate to set forth Designations, Voting Powers,               Preferences, Limitations, Restrictions, and Relative Rights of Series               A Preferred Stock, $0.001 par value per share (incorporated herein by               reference to the Current Report on Form 8-K filed on November 14,               2011).       4.2       Form of Certificate to set forth Designations, Voting Powers,               Preferences, Limitations, Restrictions, and Relative Rights of Series               B Preferred Stock, $0.001 par value per share (incorporated herein by               reference to the Current Report on Form 8-K filed on November 14,               2011).       4.3       Form of Senior Convertible Debenture entered into by the Company and               Park Slope, LLC. dated November 3, 2011 (incorporated herein by               reference to the Current Report on Form 8-K filed on November 14,               2011).       4.4       Form of Warrant issued November 3, 2011 (incorporated herein by               reference to the Current Report on Form 8-K filed on November 14,               2011).      10.1       Form of Separation and Release Agreement issued by the Company on               November 3, 2011, in favor of Joseph C. Passalaqua (incorporated               herein by reference to the Current Report on Form 8-K filed on               November 14, 2011).     16.1       Michael F. Cronin, CPA form of Dismissal Letter dated November 28,               2011.      99.2       In 4, Kft. Audited financial statements for the periods ended June 30,               2011, December 31, 2010 and 2009 (incorporated herein by reference to               the Current Report on Form 8-K filed on November 14, 2011).                                              34    

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