WSGI / World Surveillance Group Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

World Surveillance Group Inc.
US ˙ OTC
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 919742
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to World Surveillance Group Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 13, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 worldysurveillance8k.htm WORLD SURVEILLANCE GROUP INC. 8-K 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): July 7, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 8

June 25, 2015 8-K

Other Events

8-K 1 worldsurveillance8k.htm WORLD SURVEILLANCE GROUP INC. 8-K 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, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509

April 21, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

worldsurveillance8k.htm 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 18, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction

April 15, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 worldsurveillance8k.htm WORLD SURVEILLANCE GROUP INC. 8-K 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 13, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509

March 31, 2015 NT 10-K

World Surveillance Group WORLD SURVEILLANCE GROUP INC. NT 10-K

worldsurveillancent10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [ ] Form 10-Q [] Form N-SAR For Period Ended: June 30, 2014 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition

February 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 20, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Co

February 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 6, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Com

January 27, 2015 8-K

Current Report

8-K 1 worldsurveillance8k.htm WORLD SURVEILLANCE GROUP INC. 8-K 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): January 23, 2015 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-3250

December 16, 2014 EX-10.6

STOCK PURCHASE AGREEMENT

Exhibit 10.6 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of December, 2014, by and between the person or entity listed as seller on the signature page hereto (the “Seller”) and each person or entity listed as a purchaser on the signature page hereto (each, a “Purchaser”). W I T N E S S E T H: WHEREAS, the Seller is the record

December 16, 2014 EX-10.3

SEPARATION AGREEMENT

Exhibit 10.3 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of the 10th day of December, 2014 (the “Effective Date”) by and among David Phipps (“Phipps”), World Surveillance Group Inc., a Delaware corporation (the “Company”) and Global Telesat Corp., a Virginia corporation and wholly owned subsidiary of the Company (“GTC,” and together with Phipps and the Compa

December 16, 2014 EX-10.4

GTC CONSULTING AGREEMENT

EX-10.4 5 exh104.htm EXHIBIT 10.4 Exhibit 10.4 GTC CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 10th day of December, 2014 (the "Effective Date") by and between World Surveillance Group Inc., a Delaware corporation duly organized under law and having a place of business at State Road 405, Building M6-306A, Room1400, Kennedy Space Center, FL 32815 (

December 16, 2014 EX-10.2

NON-EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.2 NON-EXCLUSIVE LICENSE AGREEMENT PREAMBLE This Non-Exclusive License Agreement (this “Agreement”) is made and entered into effective as of December 10, 2014 (the “Effective Date”) by and among World Surveillance Group Inc. (hereinafter referred to as “World”), Global Telesat Corp. (hereinafter referred to as “GTC”), a wholly-owned subsidiary of World, Great West Resources, Inc. (herein

December 16, 2014 EX-10.5

SHARE CANCELLATION AND ASSIGNMENT AGREEMENT

Exhibit 10.5 SHARE CANCELLATION AND ASSIGNMENT AGREEMENT This Share Cancellation and Assignment Agreement (the "Agreement") is entered as of December 10, 2014 by and between Denville and Dover Fund LLC (“Denville”) and World Surveillance Group Inc., a Delaware corporation (the "Company" and together with Denville, the “Parties”). WHEREAS, Denville is the holder of 31,428,571 shares of the Company’

December 16, 2014 8-K

Entry into a Material Definitive Agreement

8-K 1 worldsurv8k.htm WORLD SURVEILLANCE GROUP INC. 8-K 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): December 10, 2014 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-02

December 16, 2014 EX-10.1

ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 10, 2014, is made by and among Great West Resources, Inc. (“Parent”), Orbital Satcom Corp., a Nevada Corporation (“Buyer”) and wholly-owned subsidiary of Parent, World Surveillance Group Inc., a Delaware corporation (“World”), and Global Telesat Corp., a Virginia corporation (“Seller”) and

November 14, 2014 EX-10.1

SHARE EXCHANGE AGREEMENT

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 3, 2014, is by and among Drone Aviation Holding Corp., a Nevada corporation (the “Parent”), Drone Aviation Corp., a Nevada corporation (the “Company”) and the shareholders of the Company (the “Shareholders” and each a “Shareholder”). Each of the parties to this

November 14, 2014 10-Q

World Surveillance Group WORLD SURVEILLANCE GROUP INC. 10-Q (Quarterly Report)

worldsurveillance10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEI

November 7, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): November 3, 2014 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Com

November 7, 2014 EX-16.1

November 7, 2014 Securities and Exchange Commission 3 World Trade Center, Suite 4300 New York, New York 10281-1022 Re: NoticePursuanttoRegulationS-KItem 3.04 Gentlemen: We have read the statements made by World Surveillance Group, Inc. (copy attached

Exhibit 16.1 November 7, 2014 Securities and Exchange Commission 3 World Trade Center, Suite 4300 New York, New York 10281-1022 Re: NoticePursuanttoRegulationS-KItem 3.04 Gentlemen: We have read the statements made by World Surveillance Group, Inc. (copy attached) which, we understand, will be filed with the Commission pursuant to the requirements of Form 8-K, Item 4.01 of Regulation S-K Item 3.04

August 19, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

August 19, 2014 EX-10.9

SHARE EXCHANGE AGREEMENT

Exhibit 10.9 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of June 3, 2014, is by and among Drone Aviation Holding Corp., a Nevada corporation (the “Parent”), Drone Aviation Corp., a Nevada corporation (the “Company”) and the shareholders of the Company (the “Shareholders” and each a “Shareholder”). Each of the parties to this Agreement is individually referre

August 14, 2014 NT 10-Q

WSGI / World Surveillance Group Inc. NT 10-Q - - WORLD SURVEILLANCE GROUP INC. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-SAR For Period Ended: June 30, 2014 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR For the

July 31, 2014 EX-99.1

2014 Annual Shareholders Meeting July 29, 2014 Management Discussion Points

Exhibit 99.1 2014 Annual Shareholders Meeting July 29, 2014 Management Discussion Points A. Introduction Good morning everyone, thank you for joining us today. As Glenn mentioned, my name is Drew West and I am your newly appointed Chairman of the Board. By now many of you I’m sure have read my bio and/or the introduction letter we sent out last month, but what you don’t know about me - is why I de

July 31, 2014 8-K

8-K

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): July 29, 2014 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

June 12, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - WORLD SURVEILLANCE GROUP INC.

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 12, 2014 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

June 12, 2014 EX-99.1

WORLD SURVEILLANCE GROUP ISSUES LETTER TO SHAREHOLDERS

EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 WORLD SURVEILLANCE GROUP ISSUES LETTER TO SHAREHOLDERS KENNEDY SPACE CENTER, FL – June 12, 2014 - (US-RET) Lt. Colonel Drew West, the Chairman of the Board of Directors of World Surveillance Group Inc. (OTC.PK: WSGI), a developer of lighter-than-air unmanned aerial systems (UAS), has issued a letter to shareholders. Lt. Colonel West was appointed Chai

June 5, 2014 EX-10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated as of June 2, 2014 (the “Effective Date”), is by and between WORLD SURVEILLANCE GROUP INC. (the “Company”) and BARBARA M. JOHNSON (the “Executive”). Introduction WHEREAS, the Company and Executive entered into an Employment Agreement dated October 6, 2010 (the “Prior Agree

June 5, 2014 EX-10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2 3 exh102.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated as of June 2, 2014 (the “Effective Date”), is by and between WORLD SURVEILLANCE GROUP INC. (the “Company”) and GLENN D. ESTRELLA (the “Executive”). Introduction WHEREAS, the Company and Executive entered into an Employment Agreement dated

June 5, 2014 EX-99.1

WORLD SURVEILLANCE GROUP APPOINTS (US-RET) LT. COLONEL DREW WEST CHAIRMAN OF THE BOARD Military Chairman Provides New Leadership

Exhibit 99.1 WORLD SURVEILLANCE GROUP APPOINTS (US-RET) LT. COLONEL DREW WEST CHAIRMAN OF THE BOARD Military Chairman Provides New Leadership KENNEDY SPACE CENTER, FL – June 5, 2014 - World Surveillance Group Inc. (OTC.PK: WSGI), a developer of lighter-than-air unmanned aerial systems (“UAS”), has appointed (US-RET) Lt. Colonel Drew West as Chairman of the Board of Directors effective immediately.

June 5, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 worldsurveillancegroup8k.htm WORLD SURVEILLANCE GROUP INC. 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 2, 2014 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 8

June 5, 2014 EX-10.1

Letter Agreement

Exhibit 10.1 Letter Agreement June 2, 2014 Drew West 4196 Hobbs Landing Drive West Dublin, Ohio 43017 Dear Mr. West: On behalf of World Surveillance Group Inc. (the “Company”), I would like to invite you to join the Company’s Board of Directors as its Chairman of the Board on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the Company. As c

May 21, 2014 DEFR14A

- WORLD SURVEILLANCE GROUP INC. DEFR 14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

May 8, 2014 EX-99.1

May 8, 2014

Exhibit 99.1 May 8, 2014 Dear Fellow Shareholders: From the day I joined WSGI (WSGI or the Company) in June 2010, I accepted the challenge of taking a company with an extremely troubled past, one that had no hard assets and no revenues, and making it into one that can compete in the growing global markets of communications and intelligence, surveillance and reconnaissance (ISR). My goals have been

May 8, 2014 EX-10.4

World Surveillance Group, Inc Term Sheet May 5, 2014

Exhibit 10.4 World Surveillance Group, Inc Term Sheet May 5, 2014 Issuer: World Surveillance Group, Inc (the “Company”) Listing/Ticker: WSGI Issue Size: Up to $1,000,000 Type of Offering: Registered direct offering of up to $1,000,000 of Common Stock. Price: Investors in this Issue will negotiate a price with the Company at the time the Company’s registration goes effective. Investors: One or more

May 8, 2014 EX-10.2

LOCK-UP AGREEMENT

Exhibit 10.2 LOCK-UP AGREEMENT May 5, 2014 Ladies and Gentlemen: The undersigned is a beneficial owner of shares of capital stock or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Lighter Than Air Systems Corp., a Florida Corporation (the “Company”). The undersigned understands that the Company will merge or otherwise combine (the “

May 8, 2014 EX-10.1

SECURITIES EXCHANGE AGREEMENT

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) dated as of May 5, 2014, is by and among Drone Aviation Corp., a Nevada corporation (the “Parent”), Lighter Than Air Systems Corp., a Florida corporation (the “Company”) and World Surveillance Group Inc., a Delaware corporation and sole shareholder of the Company (the

May 8, 2014 EX-10.5

CONSULTING AGREEMENT

Exhibit 10.5 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the day of May, 2014 (the “Effective Date”) by and between , with its principal place of business at (the “Consultant”), and World Surveillance Group Inc., with its headquarters at State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, FL 32815 (the “Client”). WHEREAS, Consu

May 8, 2014 8-K

Current Report

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): May 5, 2014 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commissi

May 8, 2014 EX-10.3

SECURITIES PURCHASE AGREEMENT

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2014, between World Surveillance Group Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). PREAMBLE WHEREAS, subject to t

April 24, 2014 DEF 14A

- WORLD SURVEILLANCE GROUP INC.

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

April 3, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ¨ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

March 31, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32509 WORLD SURVEILL

March 31, 2014 EX-99.1

Temporary Hardship Exemption

Exhibit 99.1 Temporary Hardship Exemption In accordance with the temporary harsdhip exemption provided by Rule 201 of Regulation S-T, the date by which the interactive data file is required to be submitted has been extended by six business days.

March 31, 2014 EX-21.1

Name Jurisdiction of Incorporation WSGI Corp. Delaware Global Telesat Corp Virginia Lighter Than Air Systems Corp. Florida

Exhibit 21.1 Name Jurisdiction of Incorporation WSGI Corp. Delaware Global Telesat Corp Virginia Lighter Than Air Systems Corp. Florida

March 31, 2014 EX-4.17

SECURITIES PURCHASE AGREEMENT

Exhibit 4.17 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of January 14, 2014, among World Surveillance Group Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (each a "Purchaser" and collectively the "Purchasers"); and WHEREAS, subject to the terms and conditions set forth in this Agreement

March 31, 2014 EX-4.16

SECURITIES PURCHASE AGREEMENT

Exhibit 4.16 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of March 27, 2013, among World Surveillance Group Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (each a "Purchaser" and collectively the "Purchasers"); and WHEREAS, subject to the terms and conditions set forth in this Agreement an

March 31, 2014 EX-10.26

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.26 WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the ?Company?) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Date of this option grant: February 24, 2014 Number of shares of the Company?s Common Stock subject to this option (?Shares?): Opti

January 7, 2014 EX-10.1

FIRST AMENDMENT TO AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO AGREEMENT This First Amendment (the “Amendment”) to the Stock Purchase Agreement between Lighter Than Air Systems Corp. (“LTAS”), Felicia Hess (“FHess”) and Kevin Hess (“KHess”) and World Surveillance Group Inc. (“WSGI”) is effective on this 31st day of December, 2013 ("Effective Date"), and is entered into by and between LTAS, a Florida corporation with offices at

January 7, 2014 EX-10.2

LIGHTER THAN AIR SYSTEMS CORP. WORLD SURVEILLANCE GROUP INC. By: /s/ Felicia Hess By: /s/ Glenn D. Estrella Name: Felicia Hess Name: Glenn D. Estrella Title: President Title: President and Chief Executive Officer /s/ Felicia Hess Felicia Hess /s/ Kev

EX-10.2 3 exh102.htm EXHIBIT 10.2 Exhibit 10.2 AGREEMENT This Agreement (“Agreement”) between Lighter Than Air Systems Corp. (“LTAS”), Felicia Hess (“FHess”) and Kevin Hess (“KHess”), and World Surveillance Group Inc. (“WSGI”) is effective on this 31st day of December, 2013 ("Effective Date"), and is entered into by and between LTAS, a Florida corporation with offices at 11653 Central Parkway, Jac

January 7, 2014 EX-10.1

AGREEMENT

Exhibit 10.1 AGREEMENT This Agreement (the “Agreement”) between Glenn D. Estrella (“Estrella”), W. Jeffrey Sawyers (“Sawyers”) and Barbara M. Johnson (“Johnson,” and together with Estrella and Sawyers, the “Employees”) and World Surveillance Group Inc. (the “Company”) is effective on December 31, 2013 (the "Effective Date"), and is entered into by and between Estrella, the Company’s President and

January 7, 2014 8-K

- WORLD SURVEILLANCE GROUP INC.

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): December 31, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Co

January 7, 2014 EX-10.2

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.2 WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the “Optionee”): Date of this option grant: Number of shares of the Company’s Common Stock subject to this option (“Shares”): Option exercise price p

January 7, 2014 8-K

- WORLD SURVEILLANCE GROUP INC. 8-K

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): December 31, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Co

November 14, 2013 EX-10.6

WORLD SURVEILLANCE GROUP INC. 2013 RESTRICTED STOCK AGREEMENT

WORLD SURVEILLANCE GROUP INC. 2013 RESTRICTED STOCK AGREEMENT THIS AGREEMENT, made and entered into as of this day of , 201, by and between WORLD SURVEILLANCE GROUP INC., a Delaware corporation (the ?Company?), and (the ?Participant?), WITNESSETH THAT: WHEREAS, the Administrator (as defined in the Plan), acting under the Company?s 2013 Equity Compensation Incentive Plan adopted by the Board of Dir

November 14, 2013 EX-10.5

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2013 Equity Compensation Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Date of this option grant: Number of shares of the Company?s Common Stock subject to this

November 14, 2013 EX-10.4

WORLD SURVEILLANCE GROUP INC. Incentive Stock Option Agreement

WORLD SURVEILLANCE GROUP INC. Incentive Stock Option Agreement World Surveillance Group Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2013 Equity Compensation Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Date of this option grant: Number of shares of the Company?s Common Stock subject to this opt

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ¨ TRANSITION REPORT UNDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

November 14, 2013 EX-10.7

WORLD SURVEILLANCE GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

WORLD SURVEILLANCE GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT To: In accordance with the 2013 Equity Compensation Incentive Plan (the ?Plan?) of World Surveillance Group Inc. (the ?Company?), and resolutions adopted by the Board of Directors, the Company hereby is providing to you (the ?Participant?) on (the ?Effective Date?) an award to receive restricted stock units (?RSUs?) pursuant to th

October 1, 2013 EX-10.2

CONVERSION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

October 1, 2013 EX-10.1

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the “Optionee”): Glenn D. Estrella Date of this option grant: September 25, 2013 Number of shares of the Company’s Common Stock subject to this option (“Shares”):

October 1, 2013 8-K

- FORM 8-K

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): September 25, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (C

September 27, 2013 EX-10.1

SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is made this 24th day of September, 2013 (the “Agreement Date”), by and between World Surveillance Group Inc.

September 27, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - FORM 8-K

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): September 24, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (C

August 29, 2013 EX-10.1

OHIO LIGHTER THAN AIR UAS CONSORTIUM TEAMING AGREEMENT

OHIO LIGHTER THAN AIR UAS CONSORTIUM TEAMING AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into this 23rd day of August, 2013 (the “Effective Date”) by and between World Surveillance Group Inc.

August 29, 2013 EX-99.1

World Surveillance Group Establishes Consortium Teaming Agreement to Further Develop and Commercialize Argus One Airship Argus One Development Program to Be Relocated to Springfield, Ohio

World Surveillance Group Establishes Consortium Teaming Agreement to Further Develop and Commercialize Argus One Airship Argus One Development Program to Be Relocated to Springfield, Ohio KENNEDY SPACE CENTER, FL – August 29, 2013 - World Surveillance Group Inc.

August 29, 2013 8-K

- FORM 8-K

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): August 27, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Comm

August 14, 2013 EX-10.8

WORLD SURVEILLANCE GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

WORLD SURVEILLANCE GROUP INC. RESTRICTED STOCK UNIT AWARD AGREEMENT To: In accordance with the 2013 Equity Compensation Incentive Plan (the ?Plan?) of World Surveillance Group Inc. (the ?Company?), and resolutions adopted by the Board of Directors, the Company hereby is providing to you (the ?Participant?) on (the ?Effective Date?) an award to receive restricted stock units (?RSUs?) pursuant to th

August 14, 2013 EX-10.6

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2013 Equity Compensation Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Date of this option grant: Number of shares of the Company?s Common Stock subject to this

August 14, 2013 EX-10.5

WORLD SURVEILLANCE GROUP INC. Incentive Stock Option Agreement

WORLD SURVEILLANCE GROUP INC. Incentive Stock Option Agreement World Surveillance Group Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2013 Equity Compensation Incentive Plan. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Date of this option grant: Number of shares of the Company?s Common Stock subject to this opt

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 ¨ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

August 14, 2013 EX-10.7

WORLD SURVEILLANCE GROUP INC. 2013 RESTRICTED STOCK AGREEMENT

WORLD SURVEILLANCE GROUP INC. 2013 RESTRICTED STOCK AGREEMENT THIS AGREEMENT, made and entered into as of this day of , 201, by and between WORLD SURVEILLANCE GROUP INC., a Delaware corporation (the ?Company?), and (the ?Participant?), WITNESSETH THAT: WHEREAS, the Administrator (as defined in the Plan), acting under the Company?s 2013 Equity Compensation Incentive Plan adopted by the Board of Dir

July 31, 2013 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Agreement (the “Agreement”), dated as of July 30, 2013 (the “Agreement Date”), is by and between WORLD SURVEILLANCE GROUP INC.

July 31, 2013 8-K

- FORM 8-K

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): July 30, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 31, 2013 EX-99.1

1 World Surveillance Group 2013 Annual Shareholder Meeting Presentation

1 World Surveillance Group 2013 Annual Shareholder Meeting Presentation 2 World Surveillance Group – Key Accomplishments • First quarter 2013 saw key operational and financial improvements, building on the momentum of our year - end results: – Revenue improved 259% – $526,000 vs.

July 31, 2013 EX-10.2

WORLD SURVEILLANCE GROUP INC. 2013 EQUITY COMPENSATION INCENTIVE PLAN

WORLD SURVEILLANCE GROUP INC. 2013 EQUITY COMPENSATION INCENTIVE PLAN 1. Purpose and Eligibility The purpose of this 2013 Equity Compensation Incentive Plan (the “Plan”) of World Surveillance Group Inc. (the “Company”) is to provide equity ownership opportunities in the Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of

July 31, 2013 EX-10.1

INDEPENDENT CONTRACTOR AGREEMENT

INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and entered into this 29th day of July, 2013 (the "Effective Date") by and between Lighter Than Air Systems Corp.

July 31, 2013 8-K

- FORM 8-K

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): July 29, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 31, 2013 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WORLD SURVEILLANCE GROUP INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WORLD SURVEILLANCE GROUP INC.

July 31, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - FORM 8-K

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): July 30, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 31, 2013 EX-99.1

WORLD SURVEILLANCE GROUP AND LIGHTER THAN AIR SYSTEMS ENTER INTO SALES AND OPERATIONS SUPPORT AGREEMENT WITH DEFENSE CONTRACTOR US TECHNIK Agreement Follows Operations and Training Support Conducted at Army Bases Supporting LTAS’ Aerostat Systems

EX-99.1 3 v351410ex99-1.htm EXHIBIT 99.1 WORLD SURVEILLANCE GROUP AND LIGHTER THAN AIR SYSTEMS ENTER INTO SALES AND OPERATIONS SUPPORT AGREEMENT WITH DEFENSE CONTRACTOR US TECHNIK Agreement Follows Operations and Training Support Conducted at Army Bases Supporting LTAS’ Aerostat Systems KENNEDY SPACE CENTER, FL – July 30, 2013 (Marketwire) – World Surveillance Group Inc. (OTCQB: WSGI), a developer

July 25, 2013 8-K

- 8-K CURRENT REPORT

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): July 25, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 25, 2013 EX-10.1

Law Offices of Weisberg & Miller 654 Sacramento Street · third floor · San Francisco · CA 94111 phone 415·296·7070 fax 415·296·7060

Law Offices of Weisberg & Miller 654 Sacramento Street · third floor · San Francisco · CA 94111 phone 415·296·7070 fax 415·296·7060 Craig S.

July 25, 2013 EX-99.1

WORLD SURVEILLANCE GROUP FILES LAWSUIT AGAINST LA JOLLA COVE INVESTORS

WORLD SURVEILLANCE GROUP FILES LAWSUIT AGAINST LA JOLLA COVE INVESTORS KENNEDY SPACE CENTER, FL – July 25, 2013 (Marketwire) – World Surveillance Group Inc.

June 17, 2013 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of i

June 17, 2013 EX-99.1

LIGHTER THAN AIR SYSTEMS CORP. DECEMBER 31, 2012 TABLE OF CONTENTS

LIGHTER THAN AIR SYSTEMS CORP. DECEMBER 31, 2012 TABLE OF CONTENTS Page No. Independent Auditors' Report 1 Financial Statements Balance Sheet 2 Statement of Operations 3 Statement of Changes in Stockholder’s Equity 4 Statement of Cash Flows 5 Notes to the Financial Statements 6-8 Independent Auditors’ Report To the Stockholder of Lighter Than Air Systems Corp.: We have audited the accompanying fin

June 17, 2013 EX-99.2

WORLD SURVEILLANCE GROUP INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012

Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2012 combines the historical consolidated balance sheet of World Surveillance Group Inc. and its subsidiaries as of December 31, 2012, and the balance sheet of Lighter Than Air Systems Corp. as of December 31, 2012, under the acquisi

June 11, 2013 DEFA14A

- DEFA14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 11, 2013 DEFA14A

- DEFA14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 15, 2013 8-K

- FORM 8-K

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): May 9, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commissi

May 15, 2013 EX-10.1

SETTLEMENT AGREEMENT AND GENERAL RELEASE

SETTLEMENT AGREEMENT AND GENERAL RELEASE This settlement agreement (“Agreement”) is entered into as of December 31, 2012 by and between Brio Capital, L.

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 ¨ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

April 30, 2013 DEF 14A

- FORM DEF 14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

April 18, 2013 PRE 14A

- FORM PRE 14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

April 1, 2013 EX-10.1

STOCK PURCHASE AGREEMENT dated as of March 28, 2013 LIGHTER THAN AIR SYSTEMS CORP., WORLD SURVEILLANCE GROUP INC. FELICIA and KEVIN HESS TABLE OF CONTENTS

STOCK PURCHASE AGREEMENT dated as of March 28, 2013 among LIGHTER THAN AIR SYSTEMS CORP.

April 1, 2013 EX-10.3

ESCROW AGREEMENT

ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made as of March 28, 2013, by and among Felicia Hess with an address of 11653 Central Parkway, Jacksonville, FL 32224 (“Seller”), World Surveillance Group Inc.

April 1, 2013 EX-99.1

WORLD SURVEILLANCE GROUP ACQUIRES DEFENSE CONTRACTOR LIGHTER THAN AIR SYSTEMS Acquisition Provides Technical and Operational Expertise, Access to Current Government and Commercial Customers, and New Product Offerings

EX-99.1 5 v339967ex99-1.htm EXHIBIT 99.1 WORLD SURVEILLANCE GROUP ACQUIRES DEFENSE CONTRACTOR LIGHTER THAN AIR SYSTEMS Acquisition Provides Technical and Operational Expertise, Access to Current Government and Commercial Customers, and New Product Offerings KENNEDY SPACE CENTER, FL – April 1, 2013 (Marketwire) – World Surveillance Group Inc. (OTCQB: WSGI), a developer of lighter-than-air aerostats

April 1, 2013 8-K

- FORM 8-K

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): March 28, 2013 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commi

April 1, 2013 EX-10.2

OPTION AGREEMENT

OPTION AGREEMENT This Option Agreement (the “Agreement”), dated as of March 28, 2013 (the “Effective Date”), is by and among Lighter Than Air Systems Corp.

March 29, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 ¨ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32509 WORLD SURVEILL

March 29, 2013 EX-21.1

EX-21.1

EXHIBIT 21.1 Name Jurisdiction of Incorporation WSGI Corp. Delaware Global Telesat Corp. Virginia

November 20, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ¨ TRANSITION REPORT UNDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

November 15, 2012 8-K

- CURRENT REPORT

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): November 13, 2012 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Co

November 15, 2012 EX-10.3

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the “Optionee”): W. Jeffrey Sawyers Date of this option grant: November 13, 2012 Number of shares of the Company’s Common Stock subject to this option (“Shares”):

November 15, 2012 EX-10.2

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

EX-10.2 3 v328666ex10-2.htm EXHIBIT 10.2 WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the “Optionee”): Glenn D. Estrella Date of this option grant: November 13, 2012 Number of shares of the Company’s Common

November 15, 2012 EX-10.1

Agreement

Agreement This Agreement (the “Agreement”) between Glenn D. Estrella (“Estrella”), W. Jeffrey Sawyers (“Sawyers”) and Barbara M. Johnson (“Johnson,” and together with Estrella and Sawyers, the “Employees”) and World Surveillance Group Inc. (the “Company”) is effective on November 13, 2012 (the "Effective Date"), and is entered into by and between Estrella, the Company’s President and Chief Executi

November 15, 2012 EX-10.4

WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT

EX-10.4 5 v328666ex10-4.htm EXHIBIT 10.4 WORLD SURVEILLANCE GROUP INC. NON-QUALIFIED STOCK OPTION AGREEMENT World Surveillance Group Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the “Optionee”): Barbara M. Johnson Date of this option grant: November 13, 2012 Number of shares of the Company’s Common

August 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

July 25, 2012 8-K

- FORM 8-K

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): July 24, 2012 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 24, 2012 8-K

- FORM 8-K

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): July 24, 2012 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 24, 2012 EX-99.1

World Surveillance Group Inc. 2012 Annual Shareholders Meeting July 24, 2012

World Surveillance Group Inc. 2012 Annual Shareholders Meeting July 24, 2012 2 WSGI’s Recent Accomplishments • Secured and began to receive monthly funding pursuant to $5.5 million financing commitment signed in February 2012. • In conjunction with our government sponsors, successfully completed payload testing of the Argus One UAV in Nevada. • Delivered the Performance Data Report regarding the f

May 11, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

May 4, 2012 424B3

50,000,000 Shares Common Stock

PROSPECTUS dated May 4, 2012 50,000,000 Shares Common Stock This Prospectus relates to the offer and sale of up to 50,000,000 shares of our common stock, par value $0.

May 2, 2012 S-1/A

- FORM S-1/A

S-1/A 1 v311627s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on May 2, 2012 Registration No. 333-180663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORLD SURVEILLANCE GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 3721 88-0292161

May 1, 2012 DEFR14A

- FORM DEFR14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 30, 2012 EX-10.1

Letter Agreement

Letter Agreement April 29, 2012 Anthony R. Bocchichio 10771 Hawks Vista Street Plantation, FL 33324 Dear Mr. Bocchichio: On behalf of World Surveillance Group Inc. (the “Company”), I would like to invite you to join the Company’s Board of Directors as Chairman on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the Company. As compensation f

April 30, 2012 EX-99.1

WORLD SURVEILLANCE GROUP APPOINTS NEW CHAIRMAN OF THE BOARD OF DIRECTORS New Leadership under Former DEA Executive Focused on Revenue Growth

WORLD SURVEILLANCE GROUP APPOINTS NEW CHAIRMAN OF THE BOARD OF DIRECTORS New Leadership under Former DEA Executive Focused on Revenue Growth KENNEDY SPACE CENTER, FL – April 30, 2012 (Marketwire) – World Surveillance Group Inc.

April 30, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - CURRENT REPORT

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 27, 2012 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commi

April 27, 2012 DEF 14A

- DEF 14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 11, 2012 S-1

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on April 11, 2012 Registration No.

April 11, 2012 EX-4.16

EX-4.16

v308818ex4-16 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

March 28, 2012 EX-10.39

RESTRICTED STOCK AGREEMENT

EX-10.39 4 v307041ex10-39.htm EXHIBIT 10.39 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. RESTRICTED

March 28, 2012 EX-10.40

RESTRICTED STOCK AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

March 28, 2012 EX-10.41

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the ?Agreement?), dated as of December 28, 2011 is made by and between World Surveillance Group Inc.

March 28, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUA

10-K 1 v30704110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

March 28, 2012 EX-10.36

State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, FL 32815 (p) 321-452-3545 (f) 321-452-8965

January 3, 2011 Michael K. Clark 157 Beach 135 Street Belle Harbor, NY 11694 Dear Mr. Clark: This letter agreement relating to your services as a director and Chairman of the Board of World Surveillance Group Inc. (the ?Company?) supercedes your agreement dated June 23, 2010 with the Company and any other agreements of any nature, whether written or oral, regarding the subject matter herein, which

March 28, 2012 EX-21.1

EXHIBIT 21.1

EXHIBIT 21.1 Name Jurisdiction of Incorporation WSGI Corp. Delaware Global Telesat Corp. Virginia Sanswire Networks LLC (administratively dissolved) Florida GlobeTel Wireless Corp. (administratively dissolved) Florida Centerline Communications LLC (administratively dissolved) Florida

March 27, 2012 RW

-

World Surveillance Group Inc. State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815 (321) 452-3545 March 27, 2012 VIA ELECTRONIC SUBMISSION Securities and Exchange Commission 100 F Street Washington, D.C. 20549 Re: World Surveillance Group Inc. (the “Company”) Form S-1 Filed February 7, 2012 File No. 333-179414 Ladies and Gentlemen: We previously filed the above-referenced For

February 8, 2012 SC 13D

WSGI / World Surveillance Group Inc. / MAGUIRE RAYMER FRANCIS III - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* WORLD SURVEILLANCE GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98157K100 (CUSIP Number) Raymer F. Maguire III 605 East Robinson Street Suite 140 Orlando, FL 32801 (407) 228-9522 (Name, Address and Telephone Number of Person Au

February 7, 2012 EX-99.1

WORLD SURVEILLANCE GROUP ANNOUNCES $5.5 MILLION INSTITUTIONAL FINANCING Funds to be Utilized to Commercialize Argus One and Expand GTC Customer Base

WORLD SURVEILLANCE GROUP ANNOUNCES $5.5 MILLION INSTITUTIONAL FINANCING Funds to be Utilized to Commercialize Argus One and Expand GTC Customer Base KENNEDY SPACE CENTER, FL – February 07, 2012 (Marketwire) – World Surveillance Group Inc. (OTCBB: WSGI), a developer of lighter-than-air unmanned aerial vehicles (“UAVs”) and related technologies, announced today that the Company has closed on a Secur

February 7, 2012 EX-21.1

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES Name Jurisdiction of Incorporation WSGI Corp. Delaware Global Telesat Corp. Virginia Sanswire Networks LLC (administratively dissolved) Florida GlobeTel Wireless Corp. (administratively dissolved) Florida Centerline Communications LLC (administratively dissolved) Florida

February 7, 2012 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2012, among World Surveillance Group Inc.

February 7, 2012 S-1

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on February 7, 2012 Registration No.

February 7, 2012 EX-10.2

EQUITY INVESTMENT AGREEMENT

-THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

February 7, 2012 8-K

- 8-K

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): February 2, 2012 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Com

February 7, 2012 EX-10.3

ARTICLE 1

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

January 26, 2012 8-K

- FORM 8-K

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): January 26, 2012 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Com

January 11, 2012 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-177184 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORLD SURVEILLANCE GROUP INC. (Exact name

As filed with the Securities and Exchange Commission on January 11, 2012. Registration No. 333-177184 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Registration Statement No. 333-177184 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Dela

November 14, 2011 EX-10.2

Amended and Restated Letter Agreement

EXHIBIT 10.2 Amended and Restated Letter Agreement September 29, 2011 Anita S. Hulo Eastcor Engineering LLC 8682 Brooks Drive Easton, MD 21601 Dear Ms. Hulo: On behalf of World Surveillance Group Inc. (the ?Company?), I would like to invite you to join the Company?s Board of Directors on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the C

November 14, 2011 EX-21.1

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES Name Jurisdiction of Incorporation WSGI Corp. Delaware Global Telesat Corp. Virginia Sanswire Networks LLC (administratively dissolved) Florida GlobeTel Wireless Corp. (administratively dissolved) Florida Centerline Communications LLC (administratively dissolved) Florida

November 14, 2011 EX-10.3

Amended and Restated Letter Agreement

EXHIBIT 10.3 Amended and Restated Letter Agreement September 29, 2011 General Wayne P. Jackson 251 Ridge Road Jupiter, FL33477 Dear General Jackson: This letter agreement relating to your services as a director of World Surveillance Group Inc. (the “Company”) supercedes your agreement dated April 21, 2009 with the Company, which prior agreement is hereby terminated and of no further force or effec

November 14, 2011 EX-10.4

Amended and Restated Letter Agreement

EXHIBIT 10.3 Amended and Restated Letter Agreement September 29, 2011 Kevin S. Pruett 57 Country Club Road Cocoa Beach, FL 32931 Dear Mr. Pruett: On behalf of World Surveillance Group Inc. (the ?Company?), I would like to invite you to join the Company?s Board of Directors on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the Company. As c

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT UNDE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

November 8, 2011 EX-99.1

WORLD SURVEILLANCE GROUP ANNOUNCES MANAGEMENT INVESTMENT

WORLD SURVEILLANCE GROUP ANNOUNCES MANAGEMENT INVESTMENT KENNEDY SPACE CENTER, FL – November 3, 2011 (Marketwire) – World Surveillance Group Inc.

November 8, 2011 EX-10.2

COMMON STOCK PURCHASE WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THE COMPANY.

November 8, 2011 EX-10.3

CONVERSION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

November 8, 2011 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of November 2, 2011, among World Surveillance Group Inc.

November 8, 2011 8-K

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): November 2, 2011 WORLD SURVEILLAN

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): November 2, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Com

November 8, 2011 EX-10.4

CONVERSION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

October 26, 2011 424B3

22,588,332 Shares Common Stock

PROSPECTUS dated October 26, 2011 22,588,332 Shares Common Stock This Prospectus relates to the offer and sale of up to 22,588,332 shares of our common stock, par value $0.

October 21, 2011 S-1/A

As filed with the Securities and Exchange Commission on October 21, 2011

As filed with the Securities and Exchange Commission on October 21, 2011 Registration No.

October 21, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

October 21, 2011 Via Edgar and Facsimile United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Mr.

October 21, 2011 EX-10.40

EX-10.40

October 12, 2011 EX-99.1

GLOBAL TELESAT CORP. DECEMBER 31, 2010 AND 2009 TABLE OF CONTENTS

GLOBAL TELESAT CORP. DECEMBER 31, 2010 AND 2009 TABLE OF CONTENTS Page No. Independent Auditors? Report 1 Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Changes in Stockholders? Equity (Deficit) 4 Statements of Cash Flows 5 Notes to the Financial Statements 6-11 INDEPENDENT AUDITORS? REPORT To the Stockholder of Global Telesat Corp. We have audited the accompanying

October 12, 2011 EX-99.2

GLOBAL TELESAT CORP. MARCH 31, 2011 AND 2010 TABLE OF CONTENTS

GLOBAL TELESAT CORP. MARCH 31, 2011 AND 2010 TABLE OF CONTENTS Page No. Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Changes in Stockholder’s Equity (Deficit) 4 Statements of Cash Flows 5 Notes to the Financial Statements 6-11 GLOBAL TELESAT CORP. BALANCE SHEETS MARCH 31, 2011 2010 ASSETS CURRENT ASSETS Cash and cash equivalents $ 30,668 $ 93,015 Accounts receivab

October 12, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 3 to Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 ¨ TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

October 12, 2011 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of inc

October 12, 2011 EX-99.3

WORLD SURVEILLANCE GROUP INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2010

Exhibit 99.3 Unaudited pro forma condensed Consolidated financial statements The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2011 combines the historical consolidated balance sheet of World Surveillance Group, Inc. and its subsidiaries as of March 31, 2011, and the balance sheet of Global Telesat Corp. as of March 31, 2011, under the acquisition method of acc

October 12, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

October 11, 2011 By Electronic Submission Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: World Surveillance Group Inc.

October 11, 2011 S-1/A

As filed with the Securities and Exchange Commission on October 11, 2011

As filed with the Securities and Exchange Commission on October 11, 2011 Registration No.

October 11, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

October 11, 2011 By Electronic Submission Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: World Surveillance Group Inc.

October 5, 2011 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 88-0292161 (State o

As filed with the Securities and Exchange Commission on October 5, 2011. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 88-0292161 (State or other jurisdiction of incorporation or organization)

September 22, 2011 EX-10.39

EX-10.39

EX-10.39 3 v235078ex10-39.htm EXHIBIT 10.39

September 22, 2011 EX-10.40

EX-10.40

September 22, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

September 16, 2011 By Electronic Submission Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: World Surveillance Group Inc.

September 22, 2011 S-1/A

As filed with the Securities and Exchange Commission on September 20, 2011

As filed with the Securities and Exchange Commission on September 20, 2011 Registration No.

September 22, 2011 EX-10.37

EX-10.37

September 19, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 2 to Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 ¨ TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

September 19, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-2353

September 19, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

September 16, 2011 By Electronic Submission Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: World Surveillance Group Inc.

September 1, 2011 EX-10.37

EX-10.37

September 1, 2011 EX-10.40

EX-10.40

EX-10.40 8 v233719ex10-40.htm EXHIBIT 10.40

September 1, 2011 EX-10.39

EX-10.39

v233719ex10-39 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

September 1, 2011 EX-10.35

EX-10.35

September 1, 2011 EX-10.36

EX-10.36

v233719ex10-36 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

September 1, 2011 S-1/A

As filed with the Securities and Exchange Commission on September 1, 2011

As filed with the Securities and Exchange Commission on September 1, 2011 Registration No.

September 1, 2011 EX-10.38

EX-10.38

September 1, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

September 1, 2011 By Electronic Submission Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: World Surveillance Group Inc.

August 29, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

August 22, 2011 CORRESP

State Road 405, Building M6-306A, Room 1400 Kennedy Space Center, FL 32815

August 22, 2011 By Electronic Submission Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: World Surveillance Group Inc.

August 22, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-2353

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 ¨ TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

August 9, 2011 EX-99.2

GLOBAL TELESAT CORP. MARCH 31, 2011 AND 2010 TABLE OF CONTENTS

GLOBAL TELESAT CORP. MARCH 31, 2011 AND 2010 TABLE OF CONTENTS Page No. Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Changes in Stockholder?s Equity (Deficit) 4 Statements of Cash Flows 5 Notes to the Financial Statements 6-11 GLOBAL TELESAT CORP. BALANCE SHEETS MARCH 31, 2011 2010 ASSETS CURRENT ASSETS Cash and cash equivalents $ 30,668 $ 93,015 Accounts receivab

August 9, 2011 EX-99.1

GLOBAL TELESAT CORP. DECEMBER 31, 2010 AND 2009 TABLE OF CONTENTS

GLOBAL TELESAT CORP. DECEMBER 31, 2010 AND 2009 TABLE OF CONTENTS Page No. Independent Auditors? Report 1 Financial Statements Balance Sheets 2 Statements of Operations 3 Statements of Changes in Stockholders? Equity (Deficit) 4 Statements of Cash Flows 5 Notes to the Financial Statements 6-11 INDEPENDENT AUDITORS? REPORT To the Stockholder of Global Telesat Corp. We have audited the accompanying

August 9, 2011 EX-99.3

WORLD SURVEILLANCE GROUP INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2010

Exhibit 99.3 Unaudited pro forma condensed Consolidated financial statements The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2011 combines the historical consolidated balance sheet of World Surveillance Group, Inc. and its subsidiaries as of March 31, 2011, and the balance sheet of Global Telesat Corp. as of March 31, 2011, under the acquisition method of acc

August 9, 2011 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of inc

July 27, 2011 EX-10.1

WORLD SURVEILLANCE GROUP INC. 2011 EQUITY COMPENSATION INCENTIVE PLAN

WORLD SURVEILLANCE GROUP INC. 2011 EQUITY COMPENSATION INCENTIVE PLAN 1. Purpose and Eligibility The purpose of this 2011 Equity Compensation Incentive Plan (the ?Plan?) of World Surveillance Group Inc. (the ?Company?) is to provide equity ownership opportunities in the Company (each an ?Award?) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of

July 27, 2011 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WORLD SURVEILLANCE GROUP INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WORLD SURVEILLANCE GROUP INC.

July 27, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): July 26, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 26, 2011 EX-99.1

EX-99.1

July 26, 2011 8-K

Current Report

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): July 26, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

July 1, 2011 S-1

As filed with the Securities and Exchange Commission on July 1, 2011

As filed with the Securities and Exchange Commission on July 1, 2011 Registration No.

July 1, 2011 EX-21.1

Sanswire Corp.

Exhibit 21.1 Subsidiaries NAME JURISDICTION Sanswire Corp. Florida Global Telesat Corp. Virginia Sanswire Networks LLC (administratively dissolved) Florida GlobeTel Wireless Corp. (administratively dissolved) Florida Centerline Communications LLC (administratively dissolved) Florida

July 1, 2011 EX-3.3

EX-3.3

June 17, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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 13, 2011 World Surveillance Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

June 17, 2011 EX-10.1

State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, FL 32815 (p) 321-452-3545 (f) 321-452-8965

June 13, 2011 Kevin S. Pruett Dear Mr. Pruett: On behalf of World Surveillance Group Inc. (the ?Company?), I would like to invite you to join the Company?s Board of Directors on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the Company. The Company is currently evaluating the compensation package that it intends to pay to its outside dire

June 17, 2011 EX-10.2

State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, FL 32815 (p) 321-452-3545 (f) 321-452-8965

June 13, 2011 Anita S. Hulo Eastcor Engineering LLC 8682 Brooks Drive Easton, MD 21601 Dear Ms. Hulo: On behalf of World Surveillance Group Inc. (the ?Company?), I would like to invite you to join the Company?s Board of Directors on the terms set forth below. I believe that your knowledge and experience will be an invaluable addition to the Company. The Company is currently evaluating the compensa

June 15, 2011 8-K

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 15, 2011 World Surveillance

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 15, 2011 World Surveillance Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commis

June 15, 2011 EX-99.1

WORLD SURVEILLANCE GROUP INC. Code of Ethics and Business Conduct

WORLD SURVEILLANCE GROUP INC. Code of Ethics and Business Conduct The commitment to excellence is fundamental to the philosophy of World Surveillance Group Inc. and its subsidiaries (?WSGI? or the ?Company?). In pursuit of that commitment, we strive to achieve the highest business and personal ethical standards as well as compliance with the laws that apply to our business. This Code of Ethics and

June 2, 2011 EX-99.1

WORLD SURVEILLANCE GROUP CLOSES ADDITIONAL FINANCING Proceeds To Be Used to Develop and Test UAVs and To Capitalize on Market Opportunities Related to the Acquisition of Global Telesat

WORLD SURVEILLANCE GROUP CLOSES ADDITIONAL FINANCING Proceeds To Be Used to Develop and Test UAVs and To Capitalize on Market Opportunities Related to the Acquisition of Global Telesat KENNEDY SPACE CENTER, FL ? June 2, 2011 (Marketwire) ? World Surveillance Group Inc.

June 2, 2011 8-K

Current Report

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): May 27, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commiss

June 2, 2011 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 27, 2011, among World Surveillance Group Inc.

June 2, 2011 EX-10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May 27, 2011, by and among World Surveillance Group Inc.

May 31, 2011 8-K

Current Report

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): May 25, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commiss

May 31, 2011 EX-10.1

STOCK PURCHASE AGREEMENT dated as of May 25, 2011 GLOBAL TELESAT CORP., GROWTH ENTERPRISE FUND, S.A., WORLD SURVEILLANCE GROUP INC. DAVID PHIPPS (as to Sections 2.02 (e) and (g), 4.02 (as applicable to him), 6.01, 6.02, 6.06 (as to Buyer?s purchase r

STOCK PURCHASE AGREEMENT dated as of May 25, 2011 among GLOBAL TELESAT CORP., GROWTH ENTERPRISE FUND, S.A., WORLD SURVEILLANCE GROUP INC. AND DAVID PHIPPS (as to Sections 2.02 (e) and (g), 4.02 (as applicable to him), 6.01, 6.02, 6.06 (as to Buyer?s purchase right as set forth therein), 6.07 and 7.03 and Articles I and XI only) TABLE OF CONTENTS Page ARTICLE I ? DEFINITIONS 4 1.01. Definitions 4 A

May 31, 2011 EX-10.2

OPTION AGREEMENT

OPTION AGREEMENT This Option Agreement (the ?Agreement?), dated as of May 25, 2011 (the ?Effective Date?), is by and among Global Telesat Corp.

May 31, 2011 EX-99.1

WORLD SURVEILLANCE GROUP ACQUIRES GLOBAL TELESAT Acquisition Provides Diversified Product Strategy and Integrated Surveillance and Communications Solution Opportunities

WORLD SURVEILLANCE GROUP ACQUIRES GLOBAL TELESAT Acquisition Provides Diversified Product Strategy and Integrated Surveillance and Communications Solution Opportunities KENNEDY SPACE CENTER, FL – May 31, 2011 (Marketwire) – World Surveillance Group Inc.

May 20, 2011 EX-10.1

SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT This settlement agreement is made and entered into as of this 17th day of May 2011 (the ?Settlement Agreement?), by and between Hudson Bay Fund LP (?Hudson Bay Fund?), with its principal place of business located at 120 Broadway, 40th Floor, New York, New York 10271, and Hudson Bay Master Fund Ltd.

May 20, 2011 8-K

Current Report

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): May 17, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commiss

May 16, 2011 EX-10.4

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT Sanswire Corp. (the ?Company?) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Barbara M. Johnson Date of this option grant: March 30, 2011 Number of shares of the Company?s Common Stock subject to this option (?Shares?): 2,000,000 Option exercise price

May 16, 2011 EX-10.1

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT Sanswire Corp. (the ?Company?) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): Michael K. Clark Date of this option grant: March 30, 2011 Number of shares of the Company?s Common Stock subject to this option (?Shares?): 4,000,000 Option exercise price pe

May 16, 2011 EX-10.2

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT

EX-10.2 3 v222561ex10-2.htm SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT Sanswire Corp. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the “Optionee”): Glenn D. Estrella Date of this option grant: March 30, 2011 Number of shares of the Company’s Common Stock subject to this option (“Shares”): 4,000

May 16, 2011 EX-10.3

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT

SANSWIRE CORP. NON-QUALIFIED STOCK OPTION AGREEMENT Sanswire Corp. (the ?Company?) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof. Name of optionee (the ?Optionee?): W. Jeffrey Sawyers Date of this option grant: March 30, 2011 Number of shares of the Company?s Common Stock subject to this option (?Shares?): 500,000 Option exercise price pe

May 16, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 ¨ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or ? TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32509 WORLD SURVEILLANCE GROUP INC.

May 9, 2011 EX-99.1

WORLD SURVEILLANCE GROUP CLOSES FINANCING Proceeds To Be Used to Close Targeted Acquisition and for Argus One UAV Testing

WORLD SURVEILLANCE GROUP CLOSES FINANCING Proceeds To Be Used to Close Targeted Acquisition and for Argus One UAV Testing KENNEDY SPACE CENTER, FL ? May 5, 2011 (Marketwire) ? World Surveillance Group Inc.

May 9, 2011 EX-10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May 2, 2011, by and among World Surveillance Group Inc.

May 9, 2011 EX-10.1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 2, 2011, among World Surveillance Group Inc.

May 9, 2011 8-K

Current Report

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): May 4, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-32509 88-0292161 (State or other jurisdiction of incorporation) (Commissi

April 26, 2011 DEF 14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 19, 2011 EX-3.1

CERTIFICATE OF OWNERSHIP SANSWIRE CORP. (a Delaware corporation) WORLD SURVEILLANCE GROUP INC. (a Delaware corporation) UNDER SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP OF SANSWIRE CORP. (a Delaware corporation) AND WORLD SURVEILLANCE GROUP INC. (a Delaware corporation) UNDER SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY: FIRST: That the name and state of incorporation of

April 19, 2011 EX-99.1

ARGUS ONE UAV COMPLETES INITIAL FLIGHT TESTING Sanswire Changes Corporate Name to World Surveillance Group Inc.

ARGUS ONE UAV COMPLETES INITIAL FLIGHT TESTING Sanswire Changes Corporate Name to World Surveillance Group Inc.

April 19, 2011 8-K

Current Report

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 19, 2011 WORLD SURVEILLANCE GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Comm

April 18, 2011 PRE 14A

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 14, 2011 EX-99.1

SANSWIRE INVITED TO YUMA TO CONDUCT FLIGHT TESTING AND DEMONSTRATIONS OF ARGUS ONE AIRSHIP Testing to be Conducted at the U.S. Army Yuma Proving Ground Facility

SANSWIRE INVITED TO YUMA TO CONDUCT FLIGHT TESTING AND DEMONSTRATIONS OF ARGUS ONE AIRSHIP Testing to be Conducted at the U.

April 14, 2011 8-K

Current Report

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 14, 2011 SANSWIRE CORP. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Commission File Num

April 12, 2011 EX-99.1

April 8, 2011

April 8, 2011 Mr. David Phipps President Global Telesat Corp. 51 Lyon Ridge Road Katonah, NY 10536 RE: CONFIDENTIAL LETTER OF INTENT Dear David: The purpose of this Letter of Intent (?Letter?) is to set forth certain non-binding understandings and certain binding commitments between Sanswire Corp., a Delaware corporation (?Acquirer?), Global Telesat Corp., a Virginia corporation (?Target?), and Gr

April 12, 2011 8-K

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 8, 2011 SANSWIRE CORP. (Exa

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 8, 2011 SANSWIRE CORP. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Commission File Numb

April 12, 2011 EX-99.2

SANSWIRE ENTERS INTO LETTER OF INTENT TO ACQUIRE GLOBAL TELESAT CORP. AND SECURES $1.5M COMMITMENT LETTER FROM SPACE FLORIDA Acquisition To Provide Integrated, Complete ISR and Communications Solution

SANSWIRE ENTERS INTO LETTER OF INTENT TO ACQUIRE GLOBAL TELESAT CORP. AND SECURES $1.5M COMMITMENT LETTER FROM SPACE FLORIDA Acquisition To Provide Integrated, Complete ISR and Communications Solution KENNEDY SPACE CENTER, FL ? April 12, 2011 (Marketwire) - Sanswire Corp. (OTCBB: SNSR), a developer of lighter-than-air unmanned aerial vehicles (?UAVs?) and related technologies, announced today that

March 30, 2011 EX-10.15

EX-10.15

March 30, 2011 EX-4.7

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of November 23, 2010, among Sanswire Corp.

March 30, 2011 EX-10.16

EX-10.16

March 30, 2011 EX-3.1

EX-3.1

March 30, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-23532 SANSWIRE CORP. (

March 30, 2011 EX-4.8

COMMON STOCK PURCHASE WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THE COMPANY.

March 30, 2011 EX-10.17

EX-10.17

March 30, 2011 EX-21.1

Jurisdiction of Incorporation

EXHIBIT 21.1 Name Jurisdiction of Incorporation Sanswire Corp. Florida Sanswire-TAO Corp. (a wholly owned subsidiary of Sanswire Corp – FL) Florida Sanswire Networks LLC (administratively dissolved) Florida GlobeTel Wireless Corp. (administratively dissolved) Florida Centerline Communications LLC (administratively dissolved) Florida

March 28, 2011 EX-10.1

SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT Parties (1) Sanswire Corp. (2) TAO Technologies GmbH (TAO) (3) Dr. Bernd-H Kroeplin (4) Global Telesat Corp. (GTC) Terms (1) All agreements between the Parties are terminated, including any agreements relating to the financing for the test flight operations planned by Sanswire and financed substantially by GTC. (2) TAO and Dr. Kroeplin keep all cash and shares of Sanswire stoc

March 28, 2011 8-K

Current Report

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): March 22, 2011 SANSWIRE CORP. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Commission File Num

March 28, 2011 EX-99.1

SANSWIRE UNVEILS NEW UNMANNED AIRSHIP “ARGUS ONE” Newly Designed and Constructed UAV Ready to Fly

SANSWIRE UNVEILS NEW UNMANNED AIRSHIP ?ARGUS ONE? Newly Designed and Constructed UAV Ready to Fly KENNEDY SPACE CENTER, FL ? March 28, 2011 (Marketwire) - Sanswire Corp.

March 7, 2011 EX-10.1

SANSWIRE CORP. 12% SECURED PROMISSORY NOTE DUE MARCH 2, 2012

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.

March 7, 2011 8-K

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): March 2, 2011 SANSWIRE CORP. (Exa

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): March 2, 2011 SANSWIRE CORP. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Commission File Numb

March 7, 2011 EX-3.1

AMENDED AND RESTATED SANSWIRE CORP.

AMENDED AND RESTATED BY-LAWS OF SANSWIRE CORP. 1 BY-LAWS TABLE OF CONTENTS ARTICLE 1 - Stockholders 4 Section 1.1 Place of Meetings 4 Section 1.2 Annual Meeting 4 Section 1.3 Special Meetings 4 Section 1.4 Notice of Meetings 4 Section 1.5 Voting List 5 Section 1.6 Quorum 5 Section 1.7 Adjournments 5 Section 1.8 Voting and Proxies 6 Section 1.9 Action at Meeting 6 Section 1.10 Introduction of Busin

March 7, 2011 EX-10.2

SECURITY AGREEMENT

SECURITY AGREEMENT General Security Agreement dated March 2, 2011 made by Sanswire Corp.

February 8, 2011 EX-10.2

SANSWIRE CORP. OPTION AGREEMENT

EXHIBIT 10.2 THE COMMON STOCK PURCHASE OPTION REPRESENTED BY THE AGREEMENT (THE ?OPTION?) AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE OPTION (THE ?OPTION SHARES?) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND THEREFORE, MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH THE ACT, INCLUDING TH

February 8, 2011 EX-10.3

SANSWIRE CORP. INDEMNIFICATION AGREEMENT

EXHIBIT 10.3 SANSWIRE CORP. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of February 8, 2011, and is between Sanswire Corp., a Delaware corporation (the ?Company?), and Jeffrey Sawyers (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corpor

February 8, 2011 8-K

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 8, 2011 SANSWIRE CORP. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Commission File N

February 8, 2011 EX-10.1

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement (the ?Agreement?), dated as of February 8, 2011 (the ?Effective Date?), is by and between SANSWIRE CORP. (the ?Company?) and JEFFREY SAWYERS (the ?Employee?). Introduction The Company desires to retain the services of the Employee pursuant to the terms and conditions set forth herein and the Employee wishes to be employed by the Company on such term

February 1, 2011 EX-99.1

SANSWIRE ANNOUNCES MANAGEMENT INVESTMENT

SANSWIRE ANNOUNCES MANAGEMENT INVESTMENT Chairman, CEO and Partners Invest Further KENNEDY SPACE CENTER, FL ? February 1, 2011 (Marketwire) - Sanswire Corp.

February 1, 2011 EX-10.2

COMMON STOCK PURCHASE WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THE COMPANY.

February 1, 2011 8-K

Current Report

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): January 31, 2011 SANSWIRE CORP. (Exact name of registrant as specified in its charter) Delaware 000-235332 88-0292161 (State or other jurisdiction of incorporation) (Commission File N

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