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 EVENT REQUIRING REPORT: NOVEMBER 9, 2004
MARX TOYS AND ENTERTAINMENT CORP.
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(Exact name of registrant as specified in its charter)
NEVADA 000-25037 22-3360133
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification #)
ROSS LATERRA, CHIEF EXECUTIVE OFFICER
101 SOUTH 15TH STREET
SEBRING, OHIO 44672
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(Address of Principal Executive Offices)
(330) 938-1749
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(Registrant's telephone number, including area code)
1
ITEM 5.
(a) On November 9, 2004 effective immediately, Robert P. Bambery stepped down
as Chief Executive Officer of the company.
(b) On November 9, 2004 the board of directors of the Registrant determined
that it was in its best interests of the corporation to select Ross
LaTerra to be appointed as Chief Executive Officer and Director of the
Registrant effective immediately. The terms to his employment agreement
with the Registrant are as follows:
a. EMPLOYMENT AGREEMENT. Effective as of November 1, 2004, by and
subject to the terms and conditions herein contained, Mr. LaTerra
shall perform the duties of the Chief Executive Officer by
implementing a strategic plan to bring MRXT to the prestigious
reputation it once had in the Toy and Entertainment industry by
providing Business Management, Marketing and Executive services to
MRXT in addition to other such duties and actions as the board of
directors shall deem necessary or appropriate for MRXT's business.
b. PAYMENT. Additional consideration will be provided to Mr. LaTerra in
the form of equity and monthly cash salary to be determined by the
compensation committee of the board of directors. Until such time
that a monthly cash salary is available, Mr. LaTerra shall be
compensated in the amount of $6,000.00 per month, beginning in
November of 2004, utilizing the following formula. MRXT shall in
respect to each month during the term of this agreement issue a
number of shares determined by dividing $6,000 by the product of 80%
and the average low price for MRXT common stock during such month.
MRXT shall also issue five-year options to purchase an equivalent
number of shares of our common stock at a price of 120% of the
average low price per share.
(c) On November 9, 2004 the board of directors of the Registrant determined
that it was in its best interests of the corporation that Robert P.
Bambery retain his position as President, Secretary and Director of the
Registrant. The terms to his employment agreement with the Registrant are
as follows:
a. EMPLOYMENT AGREEMENT. Effective as of November 1, 2004, by and
subject to the terms and conditions herein contained, Mr. Bambery
shall perform the duties of the President by implementing a
strategic plan to bring MRXT to the prestigious reputation it once
had in the Toy and Entertainment industry by providing Business and
product sales Management, Marketing and Corporate services to MRXT
in addition to other such duties and actions as the board of
directors shall deem necessary or appropriate for MRXT's business.
b. PAYMENT. Additional consideration will be provided to Mr. Bambery in
the form of equity and monthly cash salary to be determined by the
compensation committee of the board of directors. Until such time
that a monthly cash salary is available, Mr. Bambery shall be
compensated in the amount of $6,000.00 per month, beginning in
November of 2004, utilizing the following formula. MRXT shall in
respect to each month during the term of this agreement issue a
number of shares determined by dividing $6,000.00 by the product of
80% and the average low price for MRXT common stock during such
month. MRXT shall also issue five-year options to purchase an
equivalent number of shares of our common stock at a price of 120%
of the average low price per share.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
By: /s/ Ross LaTerra
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Ross LaTerra
CEO
Date: November 9, 2004