UNITED STATES
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): NOVEMBER 1, 2004
Eye Span Entertainment Network, INC.
(Exact name of Registrant as specified in charter)
NEVADA 000-000000 20-0409147
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
41 North Mojave Road
Las Vegas, Nevada 89101
(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 651-9100
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(C) EXHIBITS
ITEM 8.01. OTHER EVENTS
EYE SPAN Entertainment NETWORK, Inc. Assets Purchased Agreement with ValCom,
Inc. enter February 21, 2004 has been terminated as of September 15, 2004.
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: November 1, 2004 Eye Span Entertainment Network, INC.
By: /s/ Ronald Foster
----------------------------
Ronald Foster
President and Chief Executive Officer
Ex 1
TERMINATION AGREEMENT
This Termination Agreement (this "Termination Agreement"), dated as of
September 15, 2004, is made and entered into by and between Eye Span
Entertainment Network, Inc., ("ESEN"), with offices located at 41 North Mojave
Road, Las Vegas, Nevada, USA 89101 and ValCom, Inc. ("VACM"), a Delaware
Corporation whose address is 28309 Avenue Crocker, Valencia, California 91355
(each a "Party" and collectively the "Parties").
RECITAL:
WHEREAS ESEN entered into a Purchase Agreement with VACM as of the 21st of
February, 2004 ("Original Agreement") to purchase certain assets of VACM as set
forth;
WHEREAS as a condition of 8.2 of the purchase agreement, the Parties have
agreed to terminate the purchase agreement aforementioned;
NOW, THEREFORE, in consideration of the terms and conditions set forth in this
Termination Agreement and the receipt and sufficiency of which is hereby
acknowledged, ESEN and VACM hereby agree to terminate the Agreement and release
each other from their respective obligations in accordance with the following
terms and conditions:
1. TERMINATION. Upon signing of this Agreement, ESEN and ValCom hereby
agree to terminate the Agreement. The Parties acknowledge and agree that this
Termination Agreement shall become effective immediately after the Parties
execution of this Termination Agreement ("Termination Effective Date"). The
Agreement is being Termination per item 8.2 of the agreement as indicated
below.
(8.2. FINAL DEADLINE FOR CLOSING. If the Closing Date has not occurred on or
before the date that is thirty (30) days after the date of this Agreement, then
this Agreement may be terminated by either Buyer or Seller by the giving of
written notice to the other party so long as the terminating party is not then
in material breach hereunder. Except as otherwise expressly permitted under
this Agreement, this Agreement shall not be terminated.)
2. SURVIVAL. This Termination Agreement shall be subject to survival of those
terms expressly identified for survival in the Original Agreement.
3. RELEASE. Effective upon the Termination Effective Date, each Party
releases and forever discharges the other Party and all of its stockholders,
employees, agents, successors, assignees, legal representatives, affiliates,
directors and officers from and against any and all actions, claims, suits,
demands, payment obligations or other obligations or liabilities of any nature
whatsoever, whether known or unknown, which such Party or any of its
stockholders, employees, agents, successors, assignees, legal representatives,
affiliates, directors or officers have had, now have or may in the future have
arising out of (or in connection with) the Original Agreement (collectively,
"Claims").
Each of the parties hereto acknowledges that there is a possibility that
subsequent to the execution of this Termination Agreement, it will discover
facts or incur or suffer claims that were unknown or unsuspected at the time
this Termination Agreement was executed, and which if known by it at that time
may have materially affected its decision to execute this Termination
Agreement. Each of the Parties hereto acknowledges and agrees that by reason of
this Termination Agreement, and its release set forth above, it is assuming any
risk of such unknown facts and such unknown and unsuspected claims.
4. MUTUAL REPRESENTATIONS AND WARRANTIES.
Each of the parties represents and warrants as follows:
(a) It has read this Termination Agreement and understands the
contents hereof and that it has made such an investigation
of the facts pertinent to this Termination Agreement and
of all the matters pertaining thereto as it deemed
necessary;
(b) No Claim has been assigned, granted or transferred in any
manner to any person.
5. GENERAL PROVISIONS.
5.1 Further Assurances. Each Party shall take such further action (including,
but not limited to, the execution, acknowledgment and delivery of documents or
other tangible items in such Party's possession) as may reasonably be requested
by the other Party in order to facilitate the implementation and performance of
this Termination Agreement.
5.2 Confidentiality. Neither Party shall disclose the existence of this
Termination Agreement nor the terms hereof without the prior approval of the
other party, nor publish or release any press release, promotional materials or
other public statement regarding or referencing the other party except: (i) as
may be required by law, regulation, or court order, or rules or regulations of
any securities exchange; (ii) in the case of confidential disclosures on a need
to know basis to employees, consultants, counsel, accountants, investors or
other professional advisers of the Party and its affiliates; or (iii) in
connection with required tax and accounting disclosures.
5.3 Entire Agreement. This Termination Agreement is the entire agreement
between the Parties regarding the subject matter contained herein. It
supersedes, and its terms govern, all prior proposals, agreements, or other
communications between the Parties, oral or written, regarding the subject
matter contained herein. This Termination Agreement shall not be modified or
amended unless done so in a writing signed by authorized representatives of
both Parties.
5.4 Applicable Law. This Termination Agreement shall be interpreted,
construed and enforced in all respects in accordance with the laws of Nevada.
Each Party irrevocably consents to the jurisdiction of the courts of the
Nevada, in connection with any action to enforce the provisions of this
Termination Agreement or arising under or by reason of this Termination
Agreement.
5.5 Assignment. Neither Party shall assign this Termination Agreement or any
right, interest or benefit under this Termination Agreement without the prior
written consent of the other Party; provided that, assignment by a Party to a
successor by way of merger, consolidation or sale of all or substantially all
of such Party's stock or assets shall not require the consent of the other
Party.
Subject to the foregoing, this Termination Agreement shall be fully binding
upon, inure to the benefit of and be enforceable by the Parties hereto and
their respective successors and assigns.
5.6 Construction. In the event that any provision of this Termination
Agreement conflicts with the law under which this Termination Agreement is to
be construed or if any such provision is held invalid by a court with
jurisdiction over the Parties to this Termination Agreement, such provision
shall be deemed to be restated to reflect as nearly as possible the original
intentions of the Parties in accordance with applicable law, and the remainder
of this Termination Agreement shall remain in full force and effect.
5.7 Counterparts. This Termination Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document.
5.8 Disclaimer of Liability. Nothing in this Termination Agreement or any
related document shall be construed as an express or implied admission or
acknowledgement by any Party of any liability to any other party or to any
other person, all such liability being expressly denied.
5.9 Forbearance of Suit. Subject to Section 3 above, each of the Parties
hereto agrees that it will forever refrain and forbear from commencing,
instituting or prosecuting any lawsuit, action or other proceeding of any kind
whatsoever, by way of action, defences, set-off, cross-complaint or
counterclaim, against the other party(s) hereto based on, arising out of, or in
connection with any Claim, which is released and discharged by reason of the
execution and delivery of this Termination Agreement, except for actions
commenced to enforce any rights conferred in this Termination Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement
as of the date first above written.
Eye Span Entertainment Network, Inc.
A Nevada Corporation
/s/ Ronald Foster
________________________
Ronald Foster, President
ValCom, Inc.
A Delaware Corporation
/s/ Vince Vellardita
________________________
Vince Vellardita, President