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
December 7, 2016
Date of Report (Date of earliest event reported)
KSIX MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-52522 | 98-0550352 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10624 S. Eastern Ave., Suite A-910 Henderson, NV | 89052 | |
| (Address of principal executive offices) | (Zip Code) |
(702) 701-8030
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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)) |
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
Master Agreement for the Exchange of Common Stock, Management, and Control
On or about December 7, 2016, KSIX Media Holdings, Inc., a Nevada corporation (“KSIX”), entered into a Master Agreement for the Exchange of Common Stock, Management, and Control (the “Exchange Agreement”) with True Wireless, LLC, an Oklahoma Limited Liability Company (“TWL”) and the equity members of TWL (the “Members”).
Kevin Brian Cox (“Cox”), a resident of the State of Tennessee, is the sole owner of all of TWL’s issued and outstanding membership interests, either directly in his own name or indirectly through EWP Communications, LLC, a Tennessee limited liability company also wholly owned by Cox. Additionally, under the Exchange Agreement, the KSIX, executed and entered into a “Management and Marketing Agreement” (“Management Agreement”) with Cox.
Pursuant to the Management Agreement, the KSIX will act as the manager of TWL until such time as the Exchange Agreement and the transactions contemplated thereby are approved by the FCC. At this time, a final closing of the Exchange Agreement will occur and TWL will then become a wholly-owned subsidiary of KSIX.
First Addendum to Master Agreement for the Exchange of Equity, Management, and Control
On or about March 30, 2017, KSIX, TWL and the Members executed a First Addendum to the Master Agreement for the Exchange of Common Stock, Management and Control (previously executed on or about December 7, 2016 as set forth above) extending the time for all material deadlines contemplated therein by thirty (30) days so as to allow all parties to complete the necessary tasks required for closing on or about May 1, 2017.
Second Addendum to Master Agreement for the Exchange of Equity, Management, and Control
On or about April 30, 2017, KSIX, TWL and the Members executed a Second Addendum to the Master Agreement for the Exchange of Common Stock, Management and Control (previously executed on or about December 7, 2016 and extended on March 30, 2017 as set forth above) extending the time for all material deadlines contemplated therein by one hundred and twenty (120) days so as to allow all parties to complete the necessary tasks required for closing on or before September 30, 2017.
Letter of Intent – Proposed Amendment to the Exchange Agreement and Management dated December 7, 2017
On or about May 2, 2017, KSIX, TWL, COX, and the TWL Members executed into a “First Amended Master Agreement for the Exchange of Equity, Management and Control of True Wireless, LLC” setting forth the material terms of the proposed amendment to the existing agreements between True Wireless, Cox, Matzinger, KSIX, and the Members and extending the time for closing until no later than September 30, 2017 (the “Letter of Intent - 1st Amended Master Agreement”).
Pursuant to this Letter of Intent - 1st Amended Master Agreement, which is conditioned on: (1) the development and execution of more definitive agreement to amend the Exchange Agreement and the Management Agreement; and (2) the engagement of an appropriate PCAOB qualified auditor to prepare the audited financial statements and note thereto for fiscal year end December 31, 2016 and 2015 for True Wireless which shall be paid for by KSIX, it is proposed by all parties listed herein that the existing agreements between True Wireless, Cox, Matzinger, KSIX, and the Members be amended as set forth in the same said Letter of Intent - 1stAmended Master Agreement which is attached hereto as an exhibit.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
10.1– Second Addendum to Master Agreement for the Exchange of Equity, Management, and Control
10.2– Letter of Intent - First Amended Master Agreement for the Exchange of Equity, Management and Control of True Wireless, LLC
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.
| NORTH AMERICAN ENERGY RESOURCES, INC. | ||
| DATE: May 5, 2017 | By: | /s/ Carter Matzinger |
| Name: | Carter Matzinger | |
| Title: | President and Chief Executive Officer | |