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
Commission File No.: 0-51688
Date of Report: July 16, 2014
BITZIO, INC.
(Exact name of registrant as specified in its charter)
Nevada | | 16-1734022 |
| (State of other jurisdiction of | | (IRS Employer |
| incorporation or organization) | | Identification No.) |
| 9625 Cozycroft Avenue, Suite A, Chatsworth CA | | 91311 |
| (Address of principal executive offices) | | (Zip Code) |
(866) 824-7881
(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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On July 16, 2014 the Registrant entered into a Share Exchange Agreement with Hubert Blanchette, Paul Koros, Stella Koros, Michael John Koros, Gordon McDougall and Laura Fewrtell. Hubert Blanchette was, on that date, a member of the Registrant's board of directors. Gordon McDougall was, on that date, a member of the Registrant's board of directors and the Registrant's Chief Executive Officer. Laura Fewtrell is Mr. McDougall's spouse.
The transactions contemplated by the Share Exchange Agreement were completed on July 17, 2014. On that date, Mr. Blanchette and the Koros's transferred to the Registrant all of the capital stock of Lexi-Luu Design, Inc. and released Lexi-Luu Design, Inc. from all accrued liabilities. In exchange, the Registrant issued to them a total of 300,000,000 shares of its common stock. At the same time, Ms. Fewtrell and entities affiliated with Ms. Fewtrell and Mr. McDougall released Lexi-Luu Design, Inc. from all liabilities, including liabilities for money loaned, and the Registrant issued to Ms. Fewtrell and to an affiliate of Mr. McDougall a total of 200,000,000 shares of its common stock. The Share Exchange Agreement provides that additional shares of common stock will be issued to all parties if the annual revenue for any of the current or next two years exceeds the following threshholds: 2014 - $420,000; 2015 - $660,000; 2016 - $780,000. The Share Exchange Agreement also provides that additional shares will be issued to all parties if, during the next 24 months, the Registrant completes a sale of equity securities at a per share price of less than $.0015 for aggregate gross proceeds of $750,000 or more.
ITEM 5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On July 17, 2014, pursuant to the Share Exchange Agreement, the Registrant entered into an Employment Agreement with Hubert Blanchette. The agreement provides that Mr. Blanchette will serve as Chief Executive Officer of Lexi-Luu Design, Inc. for a term of five years. As compensation for these services, the Registrant agreed to pay Mr. Blanchette a salary of $150,000 per year, except that for the period through May 31, 2015 sixty percent of the salary will be satisfied by issuance of common stock at a per share value of $.0015. The Registrant agreed to issue 50,000,000 common shares to Mr. Blanchette upon his execution of the agreement, which will vest quarterly over two years. The agreement also provides that Lexi-Luu Design, Inc. will pay Mr. Blanchette 5% of the contribution margin realized during the past half year.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
Financial statements of Lexi-Luu Design, Inc. - to be filed by amendment.
Exhibits
| 10-a | | Share Exchange Agreement dated July 16, 2014 among Bitzio, Inc. d/b/a Democratique, Hubert Blanchette, Paul Koros, Stella Koros, Michael John Koros, Gordon McDougall and Laura Fewrtell. |
| | | |
| 10-b | | Employment Agreement dated July 17, 2014 between Hubert J. Blanchette and Bitzio, Inc. |
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: July 18, 2014 | BITZIO, INC. |
| | | |
| | By: | /s/ Hubert J. Blanchette |
| | | Hubert J. Blanchette |
| | | Chief Executive Officer |
