UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 24, 2006
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MAXXON, INC.
(Exact name of registrant as specified in its charter)
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NEVADA 73-1526138
(State of incorporation) (I.R.S. Employer identification No.)
0-28629
(Commission File Number)
2073 SHELL RING CIRCLE, MT. PLEASANT, SOUTH CAROLINA 29466
(Address of principal executive office, including zip code)
(843) 971-4848
(Telephone number, including area code)
(Former name or former address, if changed since last report)
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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.
On October 24, 2006 the Company agreed to issue 1,000,000 shares of its Series
2006 Preferred (hereinafter defined) to Rondald Wheet ("Wheet") under the facts
and circumstances described below: On October 24, 2006, the Board of Directors
of Maxxon, Inc., a Nevada corporation ("Maxxon" or the "Company"), determined
that Wheet , the Chairman of the Board, and its President and CEO, pursuant to
his employment agreement with the Company dated as of March 18, 2005, was
entitled to a bonus of one million (1,000,000) shares of its newly created 2006
Series Convertible Preferred Stock, par value $.001 per share (the "Series 2006
Preferred"), as additional recognition and compensation for all of Wheet's
services to the Company during the period of time he served as its sole director
and officer for (i) supervising and guiding the Company to the point where its
product is ready for testing under current FDA guidelines, (ii) deferring
substantially all his compensation for more than one and one-half years under
the aforesaid employment agreement, and (iii) advancing disbursements on the
Company's behalf. The Series 2006 Preferred have an agreed value of $20,000 as
determined by the independent members of the Company's board of directors who
used the public market trading price of $.03 per share on the date of the
agreement to ascertain the value of the Series 2006 Preferred and then
discounted the shares by 33 and 1/3% because they are restricted securities.
Based on this methodology, the purchase price for the Series 2006 Preferred is
$.02 per share, or a total of $20,000. Each Series 2006 Preferred is
convertible, at any time at the discretion of Wheet, into one share of the
Company's common stock for each share of Series 2006 Preferred. Each Series 2006
Preferred has voting rights of 125 votes per share of Series 2006 Preferred
voting together as one class with the Company's common stock. Upon conversion of
the Series 2006 Preferred, each share of common stock resulting from the
conversion shall be entitled to one vote per share--not 125 votes per share. The
Company has filed a Certificate of Designation for the Series 2006 Preferred
with the Nevada Secretary of State. Under the terms of the issuance, all of the
Series 2006 Preferred issued to Wheet are restricted securities and may not be
transferred, sold or otherwise disposed of in the absence of an exemption from
registration under the Securities Act of 1933, as amended, together with an
opinion of counsel acceptable to the Company or an effective registration
statement under the Securities Act. The Series 2006 Preferred sold to Wheet is
exempt from registration under Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering in that it was made to
one accredited investor without any form of general solicitation or advertising.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On October 24, 2006 the Company sold 1,000,000 shares of its Series 2006
Preferred (hereinafter defined) to Rondald Wheet ("Wheet") under the facts and
circumstances described below:
o On October 24, 2006, the Board of Directors of Maxxon, Inc., a Nevada
corporation ("Maxxon" or the "Company"), determined that Wheet , the
Chairman of the Board, and its President and CEO, pursuant to his
employment agreement with the Company dated as of March 18, 2005 was
entitled to a bonus of one million (1,000,000) shares of its newly
created 2006 Series Convertible Preferred Stock, par value $.001 per
share (the "Series 2006 Preferred") as additional recognition and
compensation for all of Wheet's services to the Company during the
period of time he served as its sole director and officer for (i)
supervising and guiding the Company to the point where its product is
ready for testing under current FDA guidelines, (ii) deferring
substantially all his compensation for more than one and one-half
years under the aforesaid employment agreement, and (iii) advancing
disbursements on the Company's behalf. The Series 2006 Preferred
have an agreed value of $20,000 as determined by the independent
members of the Company's board of directors who used the public market
trading price of $.03 per share on the date of the agreement to
ascertain the value of the Series 2006 Preferred and then discounted
the shares by 33 and 1/3% because they are restricted securities.
Based on this methodology, the purchase price per share for the Series
2006 Preferred is $.02 per share, or a total of $20,000. Each Series
2006 Preferred is convertible, at any time at the discretion of Wheet,
into one share of the Company's common stock for each share of Series
2006 Preferred. Each Series 2006 Preferred has voting rights of 125
votes per share of Series 2006 Preferred voting together as one class
with the Company's common stock. Upon conversion of the Series 2006
Preferred, each share of common stock resulting from the conversion
shall be entitled to one vote per share--not 125 votes per share. The
Company has filed a Certificate of Designation for the Series 2006
Preferred with the Nevada Secretary of State. Under the terms of
issuance, all of the Series 2006 Preferred issued to Wheet are
restricted securities and may not be transferred, sold or otherwise
disposed of in the absence of an exemption from registration under the
Securities Act of 1933, as amended, together with an opinion of
counsel acceptable to the Company or an effective registration
statement under the Securities Act. The Series 2006 Preferred sold to
Wheet is exempt from registration under Section 4(2) of the Securities
Act as a transaction by an issuer not involving a public offering in
that it was made to one accredited investor without any form of
general solicitation or advertising.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
(a) On October 24, 2006 a change of voting control transaction occurred with
respect to the Company under the facts and circumstances described below:
(1)-(5) The person who acquired voting control is Rondald Wheet ("Wheet").
Wheet acquired voting control under the following facts and circumstances:
o On October 24, 2006, the Board of Directors of Maxxon, Inc., a Nevada
corporation ("Maxxon" or the "Company"), determined that Wheet , the
Chairman of the Board, and its President and CEO, pursuant to his
employment agreement with the Company dated as of March 18, 2005 was
entitled to a bonus of one million (1,000,000) shares of its newly
created 2006 Series Convertible Preferred Stock, par value $.001 per
share (the "Series 2006 Preferred") as additional recognition and
compensation for all of Wheet's services to the Company during the
period of time he served as its sole director and officer for (i)
supervising and guiding the Company to the point where its product is
ready for testing under current FDA guidelines, (ii) deferring
substantially all his compensation for more than one and one-half
years under the aforesaid employment agreement, and (iii) advancing
disbursements on the Company's behalf. The Series 2006 Preferred have
an agreed value of $20,000 as determined by the independent members of
the Company's board of directors who used the public market trading
price of $.03 per share on the date of the agreement to ascertain the
value of the Series 2006 Preferred and then discounted the shares by
33 and 1/3% because they are restricted securities. Based on this
methodology, the purchase price per share for the Series 2006
Preferred is $.02 per share, or a total of $20,000. Each Series 2006
Preferred is convertible, at any time at the discretion of Wheet, into
one share of the Company's common stock for each share of Series 2006
Preferred. Each Series 2006 Preferred has voting rights of 125 votes
per share of Series 2006 Preferred voting together as one class with
the Company's common stock. Upon conversion of the Series 2006
Preferred, each share of common stock resulting from the conversion
shall be entitled to one vote per share--not 125 votes per share. The
Company has filed a Certificate of Designation for the Series 2006
Preferred with the Nevada Secretary of State. Under the terms of
issuance, all of the Series 2006 Preferred issued to Wheet are
restricted securities and may not be transferred, sold or otherwise
disposed of in the absence of an exemption from registration under the
Securities Act of 1933, as amended, together with an opinion of
counsel acceptable to the Company or an effective registration
statement under the Securities Act. The Series 2006 Preferred sold to
Wheet is exempt from registration under Section 4(2) of the Securities
Act as a transaction by an issuer not involving a public offering in
that it was made to one accredited investor without any form of
general solicitation or advertising.
Prior to the closing of the transaction between Wheet and the Company,
Wheet owned 5,568,229 shares of our common stock that represented 3.8% of
our issued and outstanding 143,160,798 shares of common stock, each of
which is entitled to one vote per share. Upon the closing of the Agreement,
there will be a total of 143,160,798 shares of the Company's common stock
issued and outstanding, and a total of 1,000,000 Series 2006 Preferred
shares issued and outstanding. As a result of the purchase of the Series
2006 Preferred and the voting characteristics thereof, Wheet will have the
right to vote 125,000,000 shares of Series 2006 Preferred in addition to
the 5,568,229 shares of common stock he already owns, voting together as a
single class with the Company's common stock. Accordingly, Wheet will have
the right to vote a total of 48.69% of all of the Company's shares entitled
to vote on any matter presented to the Company's stockholders. Wheet is
also Chairman of the Board of Directors, President and CEO of the Company.
Wheet did not pay cash or use any funds of any kind to pay for the Series
2006 Shares. They were issued to him as a bonus under his employment
agreement dated March 18, 2005 with the Company as additional recognition
and compensation for all of Wheet's services to the Company during the
period of time he served as its sole director and officer for (i)
supervising and guiding the Company to the point where its product is ready
for testing under current FDA guidelines, (ii) deferring substantially all
his compensation for more than one and one-half years under the aforesaid
employment agreement, and (iii) advancing disbursements on the Company's
behalf.
The information in this report shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The
information contained herein shall not be incorporated by reference into any
filing with the Securities and Exchange Commission made by the Company, whether
made before or after the date hereof, regardless of any general incorporation
language in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information: None
(c) Shell company transactions. None
(d) Exhibits.
EXHIBIT NOS. DESCRIPTION
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99.1(a) CERTIFICATE OF DESIGNATION DATED AS OF OCTOBER -24,
2006 OF MAXXON, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
MAXXON, INC.
By: /s/ Rondald Wheet
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Rondald Wheet
President and CEO
Date: October 31, 2006