SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 27, 2004
MAXXZONE.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-33465 88-0503197
(State or Other (Commission (IRS Employer
Jurisdiction of incorporation) File Number) Identification Number)
1770 N. Green Valley Parkway, Suite 3214
Henderson, Nevada 89014
(702) 616-7337
(Registrant's telephone number)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 27, 2004, maxxZone.com, Inc., a Nevada corporation ("maxxZone")
acquired substantially all of the assets, and assumed substantially all of the
liabilities, of American Card Service, Inc. a Delaware corporation ("ACS"),
pursuant to the terms of an Asset Purchase Agreement dated April 21, 2004, by
and between maxxZone and ACS (the "Asset Purchase Agreement"). The ACS assets
purchased by maxxZone includes a debit card product that can be purchased and
loaded at retail merchants. With the proper identification, the cardholder can
order up to two Debit MasterCard cards, which add the ability to make purchases
wherever MasterCard cards are accepted, including phone and Internet orders and
purchases at restaurants, car rentals and hotels. In consideration for the
purchase of the assets, maxxZone is obligated to issue that number of shares of
its common stock equal to 85% of the issued and outstanding shares of common
stock of maxxZone.
The terms of the Asset Purchase Agreement, including the consideration paid by
maxxZone, were determined in arms'-length negotiations between maxxZone, on the
one hand, and ACS, on the other hand. The foregoing description of the Asset
Purchase Agreement is qualified in its entirety by the full text of the of the
asset purchase agreement, which is incorporated herein by reference.
Subsequent to maxxZone's acquisition, the assets and liabilities of maxxZone
prior to the acquisition of ACS's assets were sold and assumed, respectively, to
Global Capital Trust, an entity with principal administrative offices in St.
Kitts and Nevis, pursuant to a letter agreement by and among by and among
maxxZone.com, Inc., a Nevada corporation, Global Capital Trust, MaxxPlay
Enterprises, Inc. and Roland Becker.
ITEM 5.
On April 23, 2004, Stephen J. Careaga was appointed to the Board of Directors of
maxxZone. MaxxZone intends to biographical information of Mr. Careaga in
maxxZone's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004,
to be filed with the Securities and Exchange Commission on or prior to May 17,
2004.
ITEM 7. FINANCIAL STATEMENTS. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
maxxZone intends to file by amendment the required financial statements no later
than 60 days after the date that the information in Item 2 of this report on
Form 8-K must be filed.
(b) Pro Forma Financial Information.
maxxZone intends to file by amendment the required financial statements
reflecting the acquisition of all of substantially all of the assets of sellers
no later than 60 days after the date that the information in Item 2 of this
report on Form 8-K must be filed.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Asset Purchase Agreement dated April 21, 2004, by and between
maxxZone.com, Inc. and American Card Services, Inc.
2.2 Letter Agreement by and among by and among maxxZone.com, Inc., a Nevada
corporation, Global Capital Trust, MaxxPlay Enterprises, Inc. and
Roland Becker
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.
Date: May 7, 2004 MAXXZONE.COM, INC.
/S/ ROLAND BECKER
-----------------
Roland Becker
President
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Asset Purchase Agreement dated April 21, 2004, by and between
maxxZone.com, Inc. and American Card Services, Inc.
2.2 Letter Agreement by and among by and among maxxZone.com, Inc., a Nevada
corporation, Global Capital Trust, MaxxPlay Enterprises, Inc. and
Roland Becker