0001144204-11-032067.txt : 20110524 0001144204-11-032067.hdr.sgml : 20110524 20110524140549 ACCESSION NUMBER: 0001144204-11-032067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110520 FILED AS OF DATE: 20110524 DATE AS OF CHANGE: 20110524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLECH ISAAC CENTRAL INDEX KEY: 0000905536 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27145 FILM NUMBER: 11867655 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Socialwise, Inc. (formerly known as IdeaEdge, Inc) CENTRAL INDEX KEY: 0001062273 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 330756798 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 6440 LUSK BLVD. STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-677-0080 MAIL ADDRESS: STREET 1: 6440 LUSK BLVD. STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: IdeaEdge, Inc DATE OF NAME CHANGE: 20071023 FORMER COMPANY: FORMER CONFORMED NAME: VOS INTERNATIONAL INC DATE OF NAME CHANGE: 20051018 FORMER COMPANY: FORMER CONFORMED NAME: 1ST NET TECHNOLOGIES INC DATE OF NAME CHANGE: 19990716 4 1 v223945_ex.xml X0303 4 2011-05-20 0 0001062273 Socialwise, Inc. (formerly known as IdeaEdge, Inc) SCLW.OB 0000905536 BLECH ISAAC 75 ROCKEFELLER PLAZA, 29TH FLOOR NEW YORK NY 10019 1 0 1 0 Common Stock, par value $0.001 per share 2011-05-20 4 P 0 12500000 0.40 A 17500000 I By Trusts Common Stock, par value $0.001 per share 5000000 D Warrant (right to buy) 0.40 2011-05-20 4 P 0 12500000 0 A 2016-05-20 Common Stock, par value $0.001 per share 12500000 0 I By Trusts The Warrant provides an exercise limitation to the extent that the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by the Reporting Person, the number of shares of Common Stock that would result in the Reporting Person owning in excess of 4.99% of the then issued and outstanding shares of Common Stock. The Reporting Person may waive this limitation on 61 days' prior notice to the Company, and any such waiver will not be effective until the 61st day after such notice is delivered. In no event may the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon exercise of the Warrant held by the warrant holder exceed 9.99%. As a result of this exercise limitation (which has not been waived), the Warrant is not exercisable within 60 days, and therefore are not beneficially owned by the Reporting Person. /s/ Isaac Blech 2011-05-24