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): May 25, 2005
M POWER ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22057 76-0513297
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
432 Park Avenue South, 2nd Floor, New York, NY 10016
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 731-2310
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 ))
FORM 8-K
SECTION 8 - OTHER EVENTS
Item 8.01 - Other Events
(a) On May 25, 2005, we entered into a Purchase Agreement to acquire M Power
Futures, Inc. The Purchase Agreement provides for the acquisition of all of
the issued and outstanding shares of common stock of M Power Futures, Inc. in
exchange for 18,500,000 shares of the Company's restricted common stock. M
Power Futures, Inc. is a privately-held Delaware corporation with
entertainment and intellectual properties. The closing is pending the
completion of the audit and also receipt of an appraisal of the assets. The
anticipated date of closing is in the 4th Quarter, 2005. On May 27, 2005, the
Registrant issued a press release to report entry into this agreement.
The description of the transaction contained herein is qualified in its
entirety by reference to the Exhibit 10.1 to this Report.
(b) On May 31, 2005, we entered into a reversal of the purchase agreement
with Sunil Nariani, dated June 18, 2004, to acquire all of the assets of
Stellar Software Network Inc. The description of the transaction contained
herein is qualified in its entirety by reference to Exhibit 10.2 to this
Report.
The agreement was finalized on May 31, 2005 and all shares of M Power
Entertainment stock were returned to the Treasury.
(c) M Power Entertainment Inc. wishes to report on the status of the Letters
of Intent filed previously with entities Chung King Recording Studios, Cactus
Three, The Warehouse Recording Studio, and Studio D Recording. We have chosen
to forego continuing negotiations and not proceed with any of the four
proposed transactions.
(d) On June 7, 2005, the Registrant issued a press release to report a
renewal of the Consulting Services Agreement with Stanton, Walker & Co. A
copy of the press release is attached as Exhibit 99.2 to this current report
on Form 8-K.
(e) On August 4, 2005, the Registrant issued a press release to report the
releasing of the catalog of Alan Howarth Inc, a wholly-owned subsidiary of M
Power Entertainment Inc. A copy of the press release is attached as Exhibit
99.3 to this current report on Form 8-K.
(f) On August 25, 2005, the Registrant issued a press release to report that
the Company had retained OTC Financial Network for a comprehensive Investor
Relations campaign, the cost being paid by a third party. A copy of the press
release is attached as Exhibit 99.4 to this current report on Form 8-K.
(g) On August 31, 2005, the Registrant issued a press release to report that
the company had been profiled in an OTC Financial Network Report. A copy of
the press release is attached to this current report as Exhibit 99.5 on Form
8-K.
(h) On September 11, 2005, the Registrant issued a press release to report
entry into a non-binding Letter of Intent to purchase Tropical Printing Inc.,
a privately-held commercial printing company located in Sarasota, Florida.
The terms are being finalized and a closing is anticipated in October, 2005.
A copy of the press release is attached as Exhibit 99.6 to this current report
on Form 8-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 - Financial Statements and Exhibits
Exhibit
No. Description
- ------ -----------
10.1 Definitive Purchase Agreement between M Power Entertainment and Alan
Howarth, Gordon Jones, Gary Kimmons, and Sheila Testa, dated May 25,
2005 re: M Power Futures acquisition
(incorporated by referenced to Exhibit 10.81 to Form 10QSB, filed on
August 22, 2005)
10.2 Purchase Agreement between Sunil Nariani and M Power Entertainment Inc.
(Incorporated by reference to Exhibit 10.82 to Form 10QSB, filed on
August 22, 2005)
99.1 Press Release dated May 27, 2005 announcing Acquisition of M Power
Futures.
99.2 Press Release dated June 7, 2005 announcing renewal of M&A and
Consulting Services with Stanton, Walker & Co.
99.3 Press Release dated August 12, 2005 announcing that subsidiary Alan
Howarth Inc. makes catalog available to the public
99.4 Press Release dated August 25, 2005 announcing the retention of OTC
Financial Network for IR campaign
99.5 Press Release dated August 31, 2005 announcing that the Company had
been profiled in an OTC Financial Network report
99.6 Press Release dated September 11, 2005 announcing a Letter of Intent
with Tropical Printing
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.
M POWER ENTERTAINMENT INC.
Date: October 6, 2005 By /s/ Gary F. Kimmons
--------------------------
Gary F. Kimmons
President and Chief
Executive Officer