UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PLACECITYWASHINGTON, STATED.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 22, 2006
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DYNAMIC BIOMETRIC SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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NEVADA 001-32706 20-4809793
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
1711 WEST GREENTREE DRIVE, SUITE 116
TEMPE, ARIZONA 85284
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 705-9110
NOT APPLICABLE
(Former name or former address, if changed since last report)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 22, 2006, Dynasig Corporation ("DynaSig"), a wholly owned
subsidiary of Dynamic Biometric Systems, Inc. ("DBSI"), entered into an Internet
Marketing Services Agreement (the "IMS Agreement") with AXT Media Group, LLC, a
Tempe, Arizona-based Internet sales and marketing agent ("AXTM"). AXTM will be
the exclusive provider of online marketing and provide the fulfillment center
for all standard DynaSig products. Services to be provided to DynaSig under the
IMS Agreement include: (i) developing and executing a strategy for marketing and
selling the DynaSig product line via an integrated Internet-based ecommerce and
affiliate marketing platform; (ii) managing the fulfillment of orders and
customer service email inquiries; and (iii) processing returns and credits to
customer accounts for sales that arise due to AXTM's marketing efforts. DynaSig
shall pay AXTM a service fee (the "Base Service Fee") estimated to be no more
than 50% of DynaSig's stated MSRP plus any shipping revenues less any AXTM
expenses. In the event that DynaSig offers to wholesale customers and/or retail
distributors a price that is less than 50% of MSRP, then DynaSig will inform
AXTM and evaluate the AXTM agreement. DynaSig will retain title to the products
sold and the credit risk. AXTM will provide customer service, a website and all
sales processing, including returns if any.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(D) EXHIBITS
Exhibit No. Description
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10.23 Internet Marketing Services Agreement dated August 22, 2006, between
AXT Media Group, LLC and DynaSig
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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.
DYNAMIC BIOMETRIC SYSTEMS, INC.
August 23, 2006 By: /s/ Richard C. Kim
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Richard C. Kim,
Chief Executive Officer
and President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.23 Internet Marketing Services Agreement dated August 22, 2006, between
AXT Media Group, LLC and DynaSig
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