Attached files
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 1, 2010
----------------------
NEVADA PROCESSING SOLUTIONS
(Exact Name of Registrant as Specified in Charter)
----------------------
Nevada
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-53574 20-4959207
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
9646 Giddings, Las Vegas, NV 89148
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
702-334-4008
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
----------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01 Entry into a Material Definitive Agreement
Asset Assignment
On February 1, 2010, the Company entered into an assignment agreement to
acquire a video library of raw and edited television programs and related
intellectual property such as brands and trademarks for the video content.
The intellectual property assets were acquired by the assignors in a non-
judicial foreclosure process and then were improved by the assignors through
additional investment and development, however, the assets were not being
utilized in a business and there was insufficient capital available to the
assignors to commercialize the properties. The assignors agreed to assign
the assets to the Company for the purpose of commercializing the video
catalog and related brands under a new business entity (the public company)
which would change its business plan and operate as a media production and
distribution company with its main production emphasis being Spanish language
mixed martial arts event promotion and television programming. The new
business model adopted by the Company, with the intended commercialization of
the acquired television programming and related intellectual property rights,
is to promote live mixed martial arts combat events throughout Latin America
and primarily in Mexico, with fighters being drawn from Spanish speaking
countries, including the United States. Similar to the business model of the
UFC (Ultimate Fighting Championship) and its related television reality
program, TUF (The Ultimate Fighter), we intend to promote live events and
develop a comprehensive video catalog of filmed events which are then edited
and produced into television programming for consumption by Spanish speaking
television networks throughout the Spanish speaking world. Included in the
assets being acquired is a reality program filmed in Cuernavaca, Mexico in
March, 2009. The reality program, entitled "Campeon Mmaximo" or "Mmaximum
Champion" in English, requires post-production completion and awaits the
final event, which we intend to film as a live championship event in Mexico,
some time in 2010. Also included in the video assets is video footage and
content for 39 one hour television episodes (three seasons of programming)
under the title "MMAX Fights" which is an edited program based on over a
dozen live MMA events filmed in various cities in Mexico, all in Spanish and
featuring Latin American fighters and former UFC competitors.
The assignment agreement transferred legal ownership of certain video
copyrights and related intellectual property, all developed under the
trademarked name "Mixed Martial Arts Xtreme" its acronym, "MMAX" and the
corporate logo, which are registered with the USPTO under trademark Reg. No.
3,677,146, and trademark application Serial No. 77592631, which was issued a
Notice of Allowance by the USPTO on July 7, 2009, and is currently in the
final document submission phase awaiting issuance of the Trademark
Registration Number. Similarly, the "Macho TV" Trademark application Serial
No. 77728776 has also been submitted and issued a Notice of Allowance by the
USPTO on December 1, 2009, with final documentation pending and to be
completed by the Company as assignee of the MMAX Assets. In addition to the
Trademarks assigned to the Company, we have also been assigned full ownership
of all MMAX intellectual property and film assets, including all raw and
finished video footage developed from live mixed martial arts event
production filmed in Mexico, all produced MMAX Fights television series in
2
two hour, one hour and thirty minute formats, all semi-produced, unedited,
and edited MMAX Fights footage, the MMA reality television series produced
under the name "Campeon Mmaximo". Collectively, the video assets comprise
several thousand hours of unedited video footage sourced from live event
promotions under the name "MMAX" and "Campeon Mmaximo" and 39 separate
episodes of the one hour MMAX Fights television series in Spanish, along with
12 one hour episodes of "Campeon Mmaximo" the related reality television
series, also filmed in Mexico in Spanish. Included in the assignment, are
the MMAX Xtreme, MMAX Fights, and Macho TV trademarks, MMAX, MMAFIA and
Takikardia merchandising concepts and rights, which can be developed into
soft goods merchandising such as clothing, t-shirts, board shorts, caps and
other branded goods such as toys, action figures and sports gear, including
the right to license the name "MMAX" to gymnasiums as a mixed martial arts
training center. Finally, in addition to the listed assets, the assignment
includes the right to the live event mixed martial arts fight promotion
business previously operated by the prior foreclosed upon business under the
trademarked "MMAX Xtreme" and related "MMAX Fights" brands, all related
websites, including "www.mmaxfights.tv", and all other related assets,
including the computer equipment and hard drives on which the intellectual
property is stored. All of these assets are collectively referred to
hereafter as the "MMAX Assets".
Settlement Agreements
On February 1, 2010, we accepted completed contracts and resolved to issue
shares and thus entered into agreements with 55 individuals for the issuance
of a total of 3,272,598 shares of our common stock in exchange for a release
of claims and liability relating to the MMAX Assets which were concurrently
assigned to us by the legal owners of the assets. The purpose of the
Settlement Agreements was to eliminate any potential claims related to the
MMAX Assets, by the settling parties, which could possibly impair our ability
to commercialize the MMAX Assets through the distribution of event-based
programs to the U.S. and Latin American Spanish language television markets.
Also, entry into the Settlement Agreements was a stipulated condition imposed
by the assignors of the MMAX Assets requiring that the Settlement Agreements
be entered into so that the settling parties would have an opportunity to
participate in the new business which is similar to the business that the
settling parties previously invested in through an unrelated entity which
ceased operations and had its assets foreclosed upon by various secured
creditors. The Settlement Agreements required that the settling parties
release and waive any and all claims related to the MMAX Assets in exchange
for shares of the Company's common stock, which was issued pro rata in
relation to the amount previously invested by the settling party in an
unrelated failed business that previously owned the MMAX Assets. In the
Settlement Agreements, the Company expressly disclaimed any relationship,
liability or responsibility to the Settling Parties, but accepted them as
shareholders in exchange for their final and absolute waiver of rights and
claims against any party which might adversely impact the continued pursuit
of the MMAX business by the public company. Certain former secured creditors
of MMAX Enterprises, Inc., pursuant to the terms of a collateralized loan
agreement entered into on January 15, 2008, foreclosed on the MMAX Assets and
3
took possession of the assets pursuant to non-judicial foreclosure process,
seizure of the assets, and entry into a settlement and assignment agreement,
which included a waiver of claims against MMAX Enterprises, Inc., and its
management. In addition to all of the assets previously held by MMAX
Enterprises, the secured creditors have invested further sums in pursuit of
the former MMAX Business and have invested in the preservation of the assets,
including but not limited to, payments for trademark filings with the USPTO,
payment of legal fees related to the trademarks, costs of website maintenance
and registration fees, costs for preservation and storage of the video
assets, payments related to preserving the MMAX logo and brand name, and
separately financing the video film production and post production of the 1st
season of the mixed martial arts competition reality program entitled
"Campeon Mmaximo" which was filmed in Cuernavaca, Mexico in March of 2009 and
funded entirely by a third party financier. The "Campeon Mmaximo" project is
in a post-production phase and will be ready for airing pending completion
and a distribution agreement being negotiated by the new management team
which has been installed concurrently with the Settlement Agreements.
Engagement of New Executive Officers and Directors
On February 1, 2010, we entered into an Engagement Agreement with Larry
Biggs, to serve as our new CEO for a term of two years and serve as a member
of the Board of Directors. Mr. Biggs will be issued 1,090,862 shares of
common stock in lieu of cash compensation and shall serve as our Chief
Executive Officer and interim Chairman, until such time as a shareholder
meeting is called requiring him to stand for election as a director, he
resigns or is otherwise unable to serve in this capacity. As part of the
basic Engagement Agreement, Mr. Biggs will be entitled to negotiate a
compensation package once the Company has obtained financing and implemented
a budget which provides for executive compensation. Mr. Biggs shall be
entitled to maintain all of his other business arrangements and shall not be
required to spend full time in his position.
On February 1, 2010, we entered into an Engagement Agreement with Tommy
Habeeb, to serve as our new President for a term of two years and serve as a
member of the Board of Directors. Mr. Habeeb will be issued 1,090,862 shares
of common stock in lieu of cash compensation and shall serve as our President
and interim Director, until such time as a shareholder meeting is called
requiring him to stand for election as a director, he resigns or is otherwise
unable to serve in this capacity. As part of the basic Engagement Agreement,
Mr. Habeeb will be entitled to negotiate a compensation package once the
Company has obtained financing and implemented a budget which provides for
executive compensation. Mr. Habeeb shall be entitled to maintain all of his
other business arrangements and shall not be required to spend full time in
his position.
4
Change in Business Plan - Assignment of Distribution Agreement
On February 1, 2010, we entered into an assignment agreement that assigned
to the Company all contractual rights previously held by three entities, one
of which is a shareholder, relating to a television "Distribution Agreement"
with HollywoodLaundromat.Com, Inc., a California corporation. At the time of
the assignment to the Company, the contract had not been completed and no
payments or other monetary benefit had been received by any party, thus the
contract is deemed a contingent or prospective right to benefit from the
future commercialization of the MMAX Assets and not based on any ongoing or
current business operations. The Distribution Agreement grants distribution
rights to all of the Company's television series and video assets to
HollywoodLaundromat.Com, Inc. The terms of the Distribution Agreement
require the distributor, HollywoodLaundromat.Com, Inc., to pay a variable
percentage of all proceeds derived from television syndication of the
Company's video assets, based on the market and language of the programming.
Currently, our distributor has secured distribution of 39 episodes (three
seasons) of the MMAX Fights one hour television series on a limited basis in
Puerto Rico which is scheduled to commence this month. There is no guaranty
that all of the episodes will air because the television network has reserved
the right to terminate the syndication agreement subject to its own
discretion. Our distributor has entered into a revenue sharing arrangement
with a network station, which means that our revenue derived from syndication
of the MMAX Fights television series, if any, will be based on a percentage
of the revenue generated by the television network which will air our
content. Thus, because the contract has not commenced and has not produced
any revenues, we do not have any basis upon which to make a revenue
projection and we do not have a contractually committed sum or payment due
from our distributor. We anticipate that our distributor will seek
additional markets for our MMAX Fights series and the Campeon Mmaximo reality
program.
Item 2.01 Completion of Acquisition or Disposition of Assets
Asset Assignment
On February 1, 2010, the Company entered into an assignment agreement with
several unrelated entities for the assignment of certain video copyrights and
related intellectual property, all developed under the trademarked name
"Mixed Martial Arts Xtreme" its acronym, "MMAX" and the corporate logo, which
are registered with the USPTO under trademark Reg. No. 3,677,146, and
trademark application Serial No. 77592631, which was issued a Notice of
Allowance by the USPTO on July 7, 2009, and is currently in the final
document submission phase awaiting issuance of the Trademark Registration
Number. Similarly, the "Macho TV" Trademark application Serial No. 77728776
has also been submitted and issued a Notice of Allowance by the USPTO on
December 1, 2009, with final documentation pending and to be completed by the
Company as assignee of the MMAX Assets. In addition to the Trademarks
assigned to the Company, we have also been assigned full ownership of all
MMAX intellectual property and film assets, including all raw and finished
5
video footage developed from live mixed martial arts event production filmed
in Mexico, all produced MMAX Fights television series in two hour, one hour
and thirty minute formats, all semi-produced, unedited, and edited MMAX
Fights footage, the MMA reality television series produced under the name
"Campeon Mmaximo". Collectively, the video assets comprise several thousand
hours of unedited video footage sourced from live event promotions under the
name "MMAX" and "Campeon Mmaximo" and 39 separate episodes of the one hour
MMAX Fights television series in Spanish, along with 12 one hour episodes of
"Campeon Mmaximo" the related reality television series, also filmed in
Mexico in Spanish. Included in the assignment, are the MMAX Xtreme, MMAX
Fights, and Macho TV trademarks, MMAX, MMAFIA and Takikardia merchandising
concepts and rights, which can be developed into soft goods merchandising
such as clothing, t-shirts, board shorts, caps and other branded goods such
as toys, action figures and sports gear, including the right to license the
name "MMAX" to gymnasiums as a mixed martial arts training center. Finally,
in addition to the listed assets, the assignment includes the right to the
live event mixed martial arts fight promotion business previously operated by
the prior foreclosed upon business under the trademarked "MMAX Xtreme" and
related "MMAX Fights" brands, all related websites, including
"www.mmaxfights.tv", and all other related assets, including the computer
equipment and hard drives on which the intellectual property is stored. All
of these assets are collectively referred to hereafter as the "MMAX Assets".
Change in Business Plan - Assignment of Distribution Agreement
On February 1, 2010, we entered into an assignment agreement that assigned
to the Company all contractual rights previously held by three entities, one
of which is a shareholder, relating to a television "Distribution Agreement"
with HollywoodLaundromat.Com, Inc., a California corporation. At the time of
the assignment to the Company, the contract had not been completed and no
payments or other monetary benefit had been received by any party, thus the
contract is deemed a contingent or prospective right to benefit from the
future commercialization of the MMAX Assets and not based on any ongoing or
current business operations. The Distribution Agreement grants distribution
rights to all of the Company's television series and video assets to
HollywoodLaundromat.Com, Inc. The terms of the Distribution Agreement
require the distributor, HollywoodLaundromat.Com, Inc., to pay a variable
percentage of all proceeds derived from television syndication of the
Company's video assets, based on the market and language of the programming.
Currently, our distributor has secured distribution of 39 episodes (three
seasons) of the MMAX Fights one hour television series on a limited basis in
Puerto Rico which is scheduled to commence this month. There is no guaranty
that all of the episodes will air because the television network has reserved
the right to terminate the syndication agreement subject to its own
discretion. Our distributor has entered into a revenue sharing arrangement
with a network station, which means that our revenue derived from syndication
of the MMAX Fights television series, if any, will be based on a percentage
of the revenue generated by the television network which will air our
content. Thus, because the contract has not commenced and has not produced
6
any revenues, we do not have any basis upon which to make a revenue
projection and we do not have a contractually committed sum or payment due
from our distributor. We anticipate that our distributor will seek
additional markets for our MMAX Fights series and the Campeon Mmaximo reality
program.
Item 3.02 Unregistered Sale of Equity Securities
Shares Issued Pursuant to Contract
On February 1, 2010, we accepted completed contracts and resolved to issue
shares and thus entered into agreements with 55 individuals for the issuance
of a total of 3,272,598 shares of our common stock in exchange for a release
of claims and liability relating to the MMAX Assets which were concurrently
assigned to us by the legal owners of the assets. These shares are to be
newly issued restricted, unregistered shares of common stock, issued pursuant
to an exemption from registration under Section 4(2) and/or Rule 506 of
Regulation D. The shares shall bear a restrictive legend pursuant to Rule
144 of the Securities Act of 1933, as amended, and shall be subject to
customary limitations and restrictions on resale and transfer. The Company
will report these shares on Form D, which will be filed with the Securities
and Exchange Commission within the statutory time period.
Shares Issued to New Management
On February 1, 2010 we entered into Engagement Agreements with our new
executive officers which require us to issue a total of 2,181,724 shares to
our new executives. These shares are to be newly issued restricted,
unregistered shares of common stock, issued pursuant to an exemption from
registration under Section 4(2) and/or Rule 506 of Regulation D. The shares
shall bear a restrictive legend pursuant to Rule 144 of the Securities Act of
1933, as amended, and shall be subject to customary limitations and
restrictions on resale and transfer related to controlling shareholders. The
Company will report these shares on Form D, which will be filed with the
Securities and Exchange Commission within the statutory time period.
Shares Issued to Distributor of Television Series
On February 1, 2010 we agreed to issue 218,172 shares of our common stock
to Michael Wortsman, executive officer of HollywoodLaundromat.Com, Inc., our
distributor. These shares are to be newly issued restricted, unregistered
shares of common stock, issued pursuant to an exemption from registration
under Section 4(2) and/or Rule 506 of Regulation D. The shares shall bear a
restrictive legend pursuant to Rule 144 of the Securities Act of 1933, as
amended, and shall be subject to customary limitations and restrictions on
resale and transfer related to controlling shareholders. The Company will
report these shares on Form D, which will be filed with the Securities and
Exchange Commission within the statutory time period.
7
Item 5.01 Changes in Control of Registrant
Engagement of New Executive Officers and Directors
On February 1, 2010, we entered into an Engagement Agreement with Larry
Biggs, to serve as our new CEO for a term of two years and serve as a member
of the Board of Directors. Mr. Biggs will be issued 1,090,862 shares of
common stock in lieu of cash compensation and shall serve as our Chief
Executive Officer and interim Chairman, until such time as a shareholder
meeting is called requiring him to stand for election as a director, he
resigns or is otherwise unable to serve in this capacity. Based on the
issuance of these shares to Mr. Biggs, Mr. Biggs will be deemed a control
person and will own approximately 18% of our issued and outstanding common
stock. We anticipate that this percentage shall be reduced as we will
require substantial additional working capital to implement our new business
plan and we intend to offer our equity securities in order to fund our
operations. In addition, we have a series of convertible preferred shares
which may be converted into shares of our common stock, further diluting the
percentage ownership of all of our existing shareholders.
On February 1, 2010, we entered into an Engagement Agreement with Tommy
Habeeb, to serve as our new President for a term of two years and serve as a
member of the Board of Directors. Mr. Habeeb will be issued 1,090,862 shares
of common stock in lieu of cash compensation and shall serve as our President
and interim Director, until such time as a shareholder meeting is called
requiring him to stand for election as a director, he resigns or is otherwise
unable to serve in this capacity. Based on the issuance of these shares to
Mr. Habeeb, Mr. Habeeb will be deemed a control person and will own
approximately 18% of our issued and outstanding common stock. We anticipate
that this percentage shall be reduced as we will require substantial
additional working capital to implement our new business plan and we intend
to offer our equity securities in order to fund our operations. In addition,
we have a series of convertible preferred shares which may be converted into
shares of our common stock, further diluting the percentage ownership of all
of our existing shareholders.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Engagement of New Executive Officers and Directors
On February 1, 2010, we entered into an Engagement Agreement with Larry
Biggs, to serve as our new CEO for a term of two years and serve as a member
of the Board of Directors. Mr. Biggs will be issued 1,090,862 shares of
common stock in lieu of cash compensation and shall serve as our Chief
Executive Officer and interim Chairman, until such time as a shareholder
meeting is called requiring him to stand for election as a director, he
resigns or is otherwise unable to serve in this capacity. As part of the
basic Engagement Agreement, Mr. Biggs will be entitled to negotiate a
8
compensation package once the Company has obtained financing and implemented
a budget which provides for executive compensation. Mr. Biggs shall be
entitled to maintain all of his other business arrangements and shall not be
required to spend full time in his position.
On February 1, 2010, we entered into an Engagement Agreement with Tommy
Habeeb, to serve as our new President for a term of two years and serve as a
member of the Board of Directors. Mr. Habeeb will be issued 1,090,862 shares
of common stock in lieu of cash compensation and shall serve as our President
and interim Director, until such time as a shareholder meeting is called
requiring him to stand for election as a director, he resigns or is otherwise
unable to serve in this capacity. As part of the basic Engagement Agreement,
Mr. Habeeb will be entitled to negotiate a compensation package once the
Company has obtained financing and implemented a budget which provides for
executive compensation. Mr. Habeeb shall be entitled to maintain all of his
other business arrangements and shall not be required to spend full time in
his position.
On February 1, 2010 we agreed to issue 218,172 shares of our common stock
to Michael Wortsman, executive officer of HollywoodLaundromat.Com, Inc., our
distributor. These shares are to be newly issued restricted, unregistered
shares of common stock, issued pursuant to an exemption from registration
under Section 4(2) and/or Rule 506 of Regulation D. The shares shall bear a
restrictive legend pursuant to Rule 144 of the Securities Act of 1933, as
amended, and shall be subject to customary limitations and restrictions on
resale and transfer related to controlling shareholders. The Company will
report these shares on Form D, which will be filed with the Securities and
Exchange Commission within the statutory time period.
J. Chad Guidry shall remain as an interim executive of the Company until
the change in name of the Company has been accepted by the SEC and FINRA.
The Company and Mr. Guidry have agreed that his control block of shares shall
be retired upon his actual resignation and acceptance of appointment of new
management. Further disclosures relating to the intended change in
management will be made on Form 14f-1 and 14c.
Item 8.01 Other Events
Change in Business Plan - Change of Name
In order to more properly reflect the new business plan of the Company, we
intend to change the company name from Nevada Processing Solutions to MMAX
Media, Inc. We believe that this name accurately conveys the new business
direction taken by the Company and incorporates our newly acquired brands and
trademarks into the corporate name. We shall file a Form 14c Information
Statement, with the Securities and Exchange Commission and shall notify FINRA
of the change in accordance with its rules so that the Company can obtain a
new CUSIP number and trading symbol reflecting the new name. This corporate
action will be subject to SEC review and a waiting period and will require
consent by FINRA, which is responsible for issuing trading symbols for
companies which have their securities quoted and traded on the OTC-Bulletin
Board.
9
Change in Business Plan - Media Production and Distribution Company
On February 1, 2010, the Company changed its business plan based on the
acquisition of a video library of raw and edited television programs and
related intellectual property such as brands and trademarks for the video
content. The intellectual property assets were acquired with the intent to
change our business plan and operate as a media production and distribution
company with our main production emphasis being Spanish language mixed
martial arts event promotion and television programming. The new business
model adopted by the Company, with the intended commercialization of the
acquired television programming and related intellectual property rights, is
to promote live mixed martial arts combat events throughout Latin America and
primarily in Mexico, with fighters being drawn from Spanish speaking
countries, including the United States. Similar to the business model of the
UFC (Ultimate Fighting Championship) and its related television reality
program, TUF (The Ultimate Fighter), we intend to promote live events and
develop a comprehensive video catalog of filmed events which are then edited
and produced into television programming for consumption by Spanish speaking
television networks throughout the Spanish speaking world. Included in the
assets being acquired is a reality program filmed in Cuernavaca, Mexico in
March, 2009. The reality program, entitled "Campeon Mmaximo" or "Mmaximum
Champion" in English, requires post-production completion and awaits the
final event, which we intend to film as a live championship event in Mexico,
some time in 2010. Also included in the video assets is video footage and
content for 39 one hour television episodes (three seasons of programming)
under the title "MMAX Fights" which is an edited program based on over a
dozen live MMA events filmed in various cities in Mexico, all in Spanish and
featuring Latin American fighters and former UFC competitors.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1
Assignment of Assets Agreement
Exhibit 10.2
Settlement Agreement [Sample]
Exhibit 10.3
Engagement Agreement with Larry Biggs
Exhibit 10.4
Engagement Agreement with Tommy Habeeb
Exhibit 10.5
Assignment of Distribution Agreement
Exhibit 10.6
Distribution Agreement [Redacted]
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 4, 2010 NEVADA PROCESSING SOLUTIONS
By: /s/ J. Chad Guidry
------------------------------------
J. Chad Guidry
Interim Secretary,
Interim Treasurer,
Interim Principal Financial and
Interim Principal Accounting
Officer
11
