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EX-1 - EXHIBIT 1- MEMORANDUM OF UNDERSTANDING - PDK ENERGY INC.mix1mou_jg062713.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): June 28, 2013.


PDK ENERGY INC.

(Exact name of registrant as specified in its charter)

 

  Mississippi

000-54569

27-3054731

(State or Other Jurisdiction

  (Commission File

  (I.R.S. Employer

of Incorporation)

  Number)

  Identification Number)


 

                                                

10575 N. 114th Suite 103

Scottsdale, AZ, 85259

480-344-7770



 

 

(Address of principal executive offices)

    

 


(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))



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 Item 1.01 Entry Into a Definitive Material Agreement


Entry into a Memorandum of Understanding to Purchase All of the Assets of Mix1, LLC


On June 28, 2013, the Company entered into a Memorandum of Understanding (“MOU”) to purchase all of the assets from Mix1, LLC, an Arizona limited liability corporation (“Mix”).  Under the terms of the agreement, the Company will acquire 100% of the Assets owned by Mix.  Within 5 business days of signing the MOU, the parties have agreed to enter into a Definitive Binding Agreement and upon executing such agreement, Mix will receive One Hundred and Twenty thousand dollars ($120,000) USD as a refundable cash deposit towards the purchase of Assets.    In addition, within 5 business days of the signing the Definitive Binding Agreement Mix will be issued Two Million Five Hundred Thousand (2,500,000) newly issued shares of common stock in the Company.


The assets being transferred under the agreement are comprised of the following:


mix1 Brand Name

Access to trademarked brand name and logo

mix1 internet domains

mix1life.com (exp 6/8/16)

tri-usllc.com (exp 6/8/16)

mix1.us (exp 6/26/16)

mixone.com (exp 5/22/15)

mix1.biz (exp 9/23/13)

mix1.org (exp 9/23/13)

mix1life.biz (exp 9/23/13)

mix1life.info (exp 9/23/13)

mix1life.net (exp 9/23/13)

mix1life.org (exp 9/23/13)

mix1life.us (exp 9/23/13)

Current mix1 Product Specifications / BOMs and Processing and Batching Instructions

Enhanced Protein Mix Berry Nutrition Shake (11oz Tetra) Formula

Enhanced Protein Blueberry Vanilla Nutrition Shake (11oz Tetra) Formula

Lean Performance Strawberry Banana Nutrition Shake (11oz Tetra) Formula

Enhanced Protein Chocolate Nutrition Shake (11oz Tetra) Formula

Enhanced Protein Vanilla Nutrition Shake (11oz Tetra) Formula

Lean Performance Chocolate Nutrition Shake (11oz Tetra) Formula

Lean Performance Vanilla Nutrition Shake (11oz Tetra) Formula

Enhanced Protein Mix Berry Nutrition Shake (12oz Bottle) Formula

Enhanced Protein Blueberry Vanilla Nutrition Shake (12oz Bottle) Formula

Enhanced Protein Strawberry Banana Nutrition Shake (12oz Bottle) Formula

Lean Performance Acai Pomegranate Nutrition Shake (12oz Bottle) Formula

Lean Performance Strawberry Banana Nutrition Shake (12oz Bottle) Formula

Past mix1 Product Specifications / BOMs

Enhanced Protein Mango Formula

Enhanced Protein Peach Formula

Enhanced Protein Lime Formula

Enhanced Protein Tangerine Formula

Lean Performance Blueberry Formula

Lean Performance Orange Twist Formula

Product NLEA Information

Files with complete Nutritional Facts and ingredients for all current mix1 products

Process Authority Letters

Letters from various process authorities with specs and guild lines for product pasteurization / production

Quality Assurance Guidelines

Quality Procedures/Batch & Process Analytical Specifications/Nutritional Values

Packaging Design Specifications (electronic files)

Tetra Film (x7 flavors)

Tetra Case Pack (x7 flavors)

Bottle Shrink Sleeves (x5 flavors)



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Bottle Case Trays (x5 flavors)

Ingredient Specifications

Detailed descriptions and specifications on all ingredients used in production of mix1

Vendor / Supplier list

Name, Contact, and Item Name for all product ingredient suppliers

Name and Contact for all packaging suppliers

Market Research Reports

Various brand, consumer, marketing research studies

Product Sales Sheets

Various electronic files

mix1 Social Media assets

mix1 Facebook account with ~20,000 fans and mix1 twitter account with about 2,000 followers

Company electronic archives

Complete inventory of all company electronic work product




Item 9.01 Financial Statements and Exhibits


(a)

Financial statements of businesses acquired.


 

Not applicable.


(b)

Pro forma financial information.

 

Not applicable.

 

(c)

Shell company transactions.


Not applicable.

 

(d)

Exhibits

 

Ex. 1 Memorandum of Understanding between PDK Energy Inc. and Mix1, LLC.



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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.



 

 

 

 

PDK ENERGY INC.

 
 

 
 

 
 

Date: July 5, 2013 

 

/s/  Cameron Robb

 

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

CAMERON ROBB




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