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 23, 2014

Registrant's telephone number, including area code (818) 249-1157

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:

      .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))

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

Closing of Technology Acquisition Agreement

On August 23, 2014, the Technology Acquisition Agreement (the “Technology Acquisition Agreement”) dated August 19, 2014 entered into by SaaSMax, Inc. (“SaaSMax”), its wholly-owned subsidiary, Nouveau Ventures Inc. (“Nouveau”) and David St. James (the “Inventor”) as described in the Company’s Form 8-K filed with the SEC on August 21, 2014 was closed.  

Under the terms of the Technology Acquisition Agreement, the Inventor assigned his right, title and interest in a patented technology for optimizing airflow to internal combustion engines to create more power (the “Technology”) and inventions utilizing the Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration for the following:

1.

Issuance to the Inventor of 200,000 shares of the common stock of SaaSMax (the “Shares”) at a deemed price of $0.25 per share.  The Shares are held in the custody of SaaSMax’s legal counsel to be released to the Inventor on the following schedule:

(a)

50,000 Shares released on Closing;

(b)

50,000 Shares released four (4) months after Closing;

(c)

50,000 Shares released eight (8) months after Closing; and

(d)

50,000 Shares released twelve (12) months after Closing.

In the event of termination of the Technology Acquisition Agreement, any Shares not released, or scheduled to be released in the next 30 days from the date of termination shall be returned to SaaSMax for cancellation and the Inventor shall have no further rights in respect of such Shares.  The Inventor shall execute any stock powers or other documents necessary to give effect to such cancellation and hereby appoints SaaSMax as his attorney for such purposes.

Notwithstanding that 150,000 of the Shares are held in custody and are not yet released to the Inventor, all voting and dividend rights in respect of the Shares accrue to the Inventor and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

2.

The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month (the “Minimum Royalties”).  

3.

As further consideration for the sale, assignment and transfer of the Technology, Nouveau and SaaSMax agreed to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

Nouveau has the right to sub-license its interest in the Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

At Closing, the Inventor was appointed as Vice-President and a Director of SaaSMax.

A copy of the Technology Acquisition Agreement was attached as an exhibit to the Company’s Current Report filed on August 21, 2014.  

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES.

On August 23, 2014, on Closing of the Technology Acquisition Agreement as described in Item 2.01 above, SaaSMax issued an aggregate of 200,000 shares of common stock (the “Shares”) at a deemed price of USD$0.25 per share to the Inventor.  The Shares were issued as part consideration for the entry into the Technology Acquisition Agreement and pursuant to the exemption from registration requirements contained in Section 4(2) of the Securities Act.

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ITEM 5.02

DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 23, 2014, on Closing of the Technology Acquisition Agreement as described in Item 2.01 above, David St. James was appointed as the Company’s Vice President and a Director of SaaSMax.

David St. James, 41, is an inventor and businessman based in Las Vegas, Nevada.  He has been involved in various aspects of the automotive industry, including product development, service and repair.  Mr. St. James is currently a director, Secretary and Treasurer of Homeland Resources Ltd.  Mr. St. James was the president and a director of XLR Medical Corp., a public company then engaged in medical imaging, from January 2009 to January 2012.

Mr. St. James does not have any family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

Mr. St. James has not entered into any transactions with the Company or any of its related persons in which the amount involved exceeded $120,000.

There is currently no compensatory arrangement for Mr. St. James for acting as an officer of the Company.  

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Note:

⁽¹⁾

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2014.

SIGNATURE

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.

SAASMAX, INC.

Date:  August 26, 2014

By:

/s/ Rob Rainer

Rob Rainer,

Chief Executive Officer and Chief Financial Officer

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