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 10/31/2004)
Federal Security Protection Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-28335 84-1080043
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(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4255 South Bannock St., Englewood CO. 80110
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(Address of principal executive offices)
(866) 932-2628
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(Issuer's telephone number)
Not Applicable
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(Former name or former address, if changed since last report)
All Correspondence to:
Federal Security Protection Services, Inc.
4255 South Bannock St.
Englewood, CO. 80110
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 March 11, 2005, Federal Security Protection Services, Inc.
(the "Company") entered into an Asset Purchase Agreement (the "Agreement")
with Permian Energy Services, L.P. and R.J. Clark, Managing Partner of
Permian. Pursuant to the Agreement, Permian has agreed to sell to the
Company certain assets relating to the marketing of various patented thermal
pulse units ("TPU") to the oil and gas industry. The assets being sold
consist primarily of the assignment to the Company of (i) an exclusive
marketing agreement between Permian and Bi-Comp, L.L.C., (ii) a
joint venture agreement between Permian and Daystar Oil and Gas
Corporation, (iii) a letter agreement between Permian and Wyoming
Energy Corporation, and (iv) a verbal licensing use and distribution
agreement between Permian and Penney Resources, LLC regarding the
"Penney Pump." In addition, Permian has agreed to transfer to the Company
intellectual property regarding TPU applications for oil recovery from wells
and for acid gas re-injection.
Pursuant to the Agreement, the Company plans to issue 2,250,000 shares
of its common stock to Permian together with a two (2) year promissory note in
the principal amount of $250,000.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
2.1 Asset Purchase Agreement by and among Permian Energy Services, L.P., R. J.
Clark and Federal Security Protection Services, Inc. dated as of March 11,
2005.
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.
Federal Security Protection Services, Inc.
Date: March 18, 2005 / s/ Blair Merriam
Blair Merriam, Chief Executive Officer
Exhibit Index
Exhibit Number Description
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2.1 Asset Purchase Agreement by and among Permian
Energy Services, L.P., R. J. Clark and Federal
Security Protection Services, Inc. dated as of
March 11, 2005.