Attached files
| file | filename |
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| EX-10.1 - NextPlay Technologies Inc. | v187721_ex10-1.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): May 28, 2010
Next 1 Interactive,
Inc.
(Exact
Name of Registrant as specified in charter)
|
Nevada
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000-52669
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26-3509845
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||
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
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(IRS
Employee Identification No.)
|
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2400
N Commerce Parkway, Suite 105
Weston,
Florida
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33326
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(954)
888-9779
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On August
17, 2009, Next 1 Interactive, Inc. (the “Company”) and Televisual Media Works,
LLC (“Televisual Media”) closed on an asset purchase agreement (the “APA”)
whereby the Company purchased certain rights, trademarks and other intangible
property of Resort and Residence TV (“RRTV”), a wholly owned subsidiary of
Televisual Media.
On May
28, 2010, the Company entered into a settlement agreement (the “Agreement”) by
and among the Company and Televisual Media, a Colorado limited liability
company, TV Ad Works, LLC, a Colorado limited liability company, TV Net Works, a
Colorado limited liability company, TV iWorks, a Colorado limited liability and
Mr. Gary Turner and Mrs. Staci Turner, individuals residing in the State of
Colorado (individually and collectively “TVMW,” and together with the Company,
the “Parties”), in order to resolve certain disputed claims arising under the
APA and other agreements including, but not limited to, the Advertising Sales
Representation Agreement, the Affiliate Sales Representative Agreement, the Zero
Coupon Debenture, the Secured Series Preferred, the Interactive Service
Agreement, and all other agreements contemplated under the APA (collectively,
the “Commercial Agreements”). Such entry into an agreement shall not be
construed as an admission or denial of liability by any Party
hereto.
Pursuant
to the terms of the Agreement, (i) all obligations under the APA and Commercial
Agreements are foreclosed and have no further force or effect; (ii) the Company
shall retain all property transferred pursuant to the APA; (iii) TVMW shall
retain all compensation paid for by the Company; (iv) the Company shall issue
TVMW 1,750,000 shares of its common stock, par value $0.00001 per share;
(v) the Company shall pay to Televisual Media one hundred thousand
dollars ($100,000); and (vi) the Company shall make twenty monthly payment
installments of fifty thousand dollars ($50,000) each, totaling one million
dollars ($1,000,000), payable to Televisual Media Works, LLC on the first day of
each month, commencing on August 1, 2010.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | Description |
|
10.1
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Settlement
Agreement, dated May 28, 2010, by and among the Company and Televisual
Media Works, LLC, a Colorado limited liability company, TV Ad Works, LLC,
a Colorado limited liability company, TV Net Works, a Colorado limited
liability company, TV iWorks, a Colorado limited liability and Mr. Gary
Turner and Mrs. Staci Turner, individuals residing in the State of
Colorado. *
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10.2
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Asset
Purchase Agreement, dated August 17, 2009, by and among Next 1
Interactive, Inc. and Televisual Media Works, LLC (as filed with the SEC
on Form 8-K on August 21, 2009).
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* filed
herewith
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
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NEXT
1 INTERACTIVE, INC.
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Date: June
8, 2010
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By:
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/s/ William
Kerby
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William
Kerby
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Vice
Chairman & Chief Executive Officer
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