Attached files
| file | filename |
|---|---|
| EX-10.13 - China Wi-Max Communications, Inc. | v178303_ex10-13.htm |
| EX-10.16 - China Wi-Max Communications, Inc. | v178303_ex10-16.htm |
| EX-10.15 - China Wi-Max Communications, Inc. | v178303_ex10-15.htm |
| EX-10.14 - China Wi-Max Communications, Inc. | v178303_ex10-14.htm |
| EX-10.12 - China Wi-Max Communications, Inc. | v178303_ex10-12.htm |
EXCHANGE
COMMISSION
Washington,
D.C. 20549
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): March 17, 2010
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
|
000-53268
|
61-1504884
|
|
|
(Commission File
Number)
|
(I.R.S. Employer
Identification
No.)
|
1905 Sherman Street, Suite
335,
Denver, Colorado 80203
(Address
of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: 303-993-8028
____n/a_____
(Former
name, former address and former fiscal year,
if
changed since last report)
Total
number of pages in this document: 3
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.
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b)) |
| o | Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
CIM
Securities, LLC Agreement. On December 28,
2009, the Company entered into a Financial Advisory and Investment Banking
Services Agreement with CIM Securities, LLC. This agreement was
approved by the Board on March 17, 2010. Under this agreement, CIM
Securities, LLC will advise, consult with and assist the Company in various
matters, including the following:
|
·
|
Reviewing
the Company’s business, operations, and financial
condition;
|
|
·
|
Reviewing
the Company’s proposed objectives and advising on capitalization
structures, valuation, and capital
raising;
|
|
·
|
On
a bests efforts basis, introducing the Company to accredited financial
investors and/or strategic investors for one or more private placements of
equity and/or debt securities;
|
|
·
|
Acting
as advisor to the Company in considering the issuance of a technology
license(s) or other form of business
partnership;
|
|
·
|
Acting
as advisor to the Company for a possible M&A transaction;
and
|
|
·
|
Providing
general corporate advice as
requested.
|
Under
this agreement, Company shall compensate CIM Securities, LLC for their services
rendered as follows:
|
|
·
|
A
non-refundable engagement fee of $7,500 upon execution of the agreement
and $7,500 on or before January 28,
2010;
|
|
|
·
|
8%
of the aggregate gross cash proceeds received by the Company in a Private
Placement and 3% for non-accountable expenses, totaling 13% for the total
cash placement fees of the cash raised in any
offering;
|
|
|
·
|
5%
for mezzanine debt and 5% for
warrants;
|
|
|
·
|
2%
for senior debt;
|
|
|
·
|
3%
for financial advisory services rendered in connection with capital raised
from other sources;
|
|
|
·
|
3%
of the total purchase price paid if the Company consummates any
acquisition, divestiture, merger, joint venture or other business
combination; and
|
|
|
·
|
10%
of any licensing or other form of agreement generating revenues to Company
through a party introduced to Company by CIM Securities,
LLC.
|
The term
of this agreement is six (6) months from the effective date of the agreement,
unless extended by mutual agreement of the parties.
A copy of
the text of this agreement is attached hereto as an exhibit.
Northern
Equity, Inc. Agreement. On December 17,
2009, the Company entered into a Consulting Agreement with Northern Equity,
Inc. This agreement was approved by the Board on March 17,
2010. Under this agreement, Northern Equity, Inc. will provide the
following services to the Company:
|
·
|
Advise
the Company in strategic planning for corporate
growth.
|
|
·
|
Introduce
the Company to individuals or companies that may assist it in its
corporate growth efforts.
|
|
|
·
|
Advise
the Company regarding means of accessing potential financing sources
directly or through the assistance of third
parties;
|
|
|
·
|
Introduce
the Company to members of the broker-dealer and financial
community;
|
|
|
·
|
Advise
the Company in its dealings with members of the business and financial
community including travel at request of the Company;
and
|
|
|
·
|
Advise
the Company on investor relations and public
relations.
|
2
Under this agreement, Company shall compensate Northern Equity, Inc. for their services rendered as follows:
|
|
·
|
Charges for service shall be in
reasonable amounts pursuant to a budget periodically reviewed and agreed
between the President of the Company and the Consultant. No budget has yet
been set.
|
|
|
·
|
Company
shall issue Northern Equity, Inc. options exercisable to purchase 600,000
shares of the Company’s common stock at a price of $0.50 per
share. Each option will have a term of five years from date of
grant and be deemed to have a value of $.0001 on issue. 50,000 options
shall vest upon the execution of the agreement and 550,000 shall vest when
Company closes its next $1 million of
funding.
|
The term
of this agreement is from the effective date of the agreement through December
31, 2010, unless extended by mutual agreement of the parties.
A copy of
the text of this agreement is attached hereto as an exhibit.
Steve
Heins Agreement. On January 15,
2010, the Company entered into a Consulting Letter Agreement with Steve Heins.
This agreement was approved by the Board on March 17, 2010. Under
this agreement, Mr. Heins will provide the following services to the
Company:
|
·
|
Focused
communications, public relations and investor relations in the U.S. market
with an initial emphasis on the IR component of the Company’s
story;
|
|
·
|
Establish
thought leadership role for
Company;
|
|
·
|
Establish
Company’s officers and employees areas of expertise to be used for quotes
in news relates and potential news
stories;
|
|
·
|
Produce
monthly newsletters for current investors, analysis, financial media and
other interested parties;
|
|
·
|
Produce
an internal newsletter to inform Company employees of current developments
with Company;
|
|
·
|
Produce
a series of updated press releases that recap where Company is in the
stage of development;
|
|
·
|
Produce
press releases for major Company
milestones;
|
|
·
|
Tell
Company’s story to new customers;
|
|
·
|
Identify
all media outlets, editorial boards and reporters who cover international
technology stories and issues;
|
|
·
|
Create
a database for reporters and editors of pertinent new
stories;
|
|
·
|
Write
op-ed articles for national and international consumption;
and
|
|
·
|
Look
for speaking engagements and conference opportunities for senior Company
personnel.
|
Under
this agreement, Company shall compensate Mr. Heins for his services rendered as
follows:
|
|
·
|
$75
per hour with a cap of forth (40) hours per month, exclusive of reasonable
out-of-pocket expenses approved by Company in advance;
and
|
|
|
·
|
A
grant of 50,000 options for Company’s common stock vesting upon the
execution of the agreement.
|
The term
of this agreement is month-to-month. Either party may terminate this
agreement at any time without cause upon thirty (30) days written
notice.
A copy of
the text of this agreement is attached hereto as an exhibit.
3
Michael
Barber Agreement. On December 18,
2009, the Company entered into a Consulting Letter Agreement with Michael
Barber. This agreement was approved by the Board on March 17,
2010. Under this agreement, Mr. Barber will provide the following
services to the Company:
|
·
|
Introducing
Company to Mr. Barber’s contacts, including brokerage houses, financial
personnel and investors for PIPEs and other capital-raising
activities;
|
|
·
|
Assisting
Company with media coverage, relations and press releases;
and
|
|
·
|
Preparing
a biographical sketch to be posted on Company’s website to inform the
public of Mr. Barber’s background and
capabilities.
|
Under
this agreement, Company shall compensate Mr. Barber for his services rendered as
follows:
|
·
|
Payment
of $75,000, paid in monthly in six (6) installments of $10,000 and one (1)
installment of $15,000, where such payments will commence within one
calendar month following the execution of this
agreement;
|
|
·
|
Grant
Mr. Barber the number of shares of Company common stock to bring the total
number of shares owned by Mr. Barber to
500,000;
|
|
·
|
Grant
Mr. Barber options to purchase additional shares of Company’s common stock
at $0.25 per share, in an amount necessary to bring the total number of
all options owned by Mr. Barber to 650,000;
and
|
|
·
|
A
bonus in the minimum amount of one-half of one percent (.5%) of the net
proceeds to Company of any PIPE transaction which closes during the term
of the agreement or within six (6) months thereafter which is directly
attributable to Mr. Barber’s
contacts.
|
The term
of this agreement is for one (1) year from the execution of the
agreement. Company may extend the agreement in its sole discretion
for an additional six (6) months beyond the initial term upon fifteen (15) days
prior written notice to Mr. Barber. Company may terminate this
agreement at any time without cause upon thirty (30) days written notice and
either party may terminate immediately for cause as set forth in the
agreement.
A copy of
the text of this agreement is attached hereto as an exhibit.
Capital
Group Communications, Inc. Agreement. Effective March
8, 2009, the Company entered into a Consulting Agreement with Capital Group
Communications, Inc. This agreement was approved by the Board on
March 17, 2010. Under this agreement, Capital Group Communications,
Inc. will represent the Company in investors' communications and public
relations with existing shareholders, brokers, dealers and other investment
professionals and to consult with management concerning such Company activities
including:
|
|
·
|
Present
the company to Consultant’s online network of Brokers, Analyst and
Institutions.
|
|
|
·
|
Assist
the Company in further reviewing the preliminary evaluation and assessment
prepared by Consultant in evaluating and assessing the challenges facing
the Company in communicating with the investor
marketplace.
|
|
|
·
|
Consult
and assist the Company, as appropriate, in: (1) developing and
implementing plans and means for presenting the Company and its business
plans, strategy and personnel to the financial community (using
Consultant’s database of licensed brokers, analyst, institutions and fund
managers); and (2) establishing an image for the Company in the financial
community through an extensive grass roots marketing
program.
|
|
|
·
|
With
the cooperation of the Company and during the Term, maintain target
investor awareness of the Company's plans, strategy and personnel, as they
may evolve during the Term, and consult and assist the Company in
communicating appropriate information regarding such plans, strategy and
personnel to Consultant’s designated
subscribers.
|
4
|
|
·
|
Provide
assistance to the Company with respect to its shareholder
relations.
|
|
|
·
|
At
the Company’s request and subject to the Company’s securing its own rights
to the use of its names, marks, and logos, Consultant shall assist the
Company in the use of its corporate symbols, logos, and names to enhance
the presentation of said symbols, logos and names, and other matters
relating to the Company’s corporate
image.
|
|
|
·
|
Upon
the Company's direction and approval, Consultant shall disseminate
information regarding the Company to Consultant’s online newsgroups and
its members and provide re-direction from yahoo.com finance, investment
community professionals and the general investing
public.
|
|
|
·
|
At
the Company's request, review business plans, strategies, mission
statements budgets, proposed transactions and other plans for the purpose
of advising the Company of the public relations implications
thereof.
|
Under
this agreement, Company shall compensate Capital Group Communications, Inc for
its services rendered by issuing and delivering to Consultant, at Consultant’s
address, one (1) or more stock certificates representing 1,300,000 shares of
CHWM common stock, each certificate to bear a restricted securities legend in
accordance with the Securities Act of 1933. This Fee shall be for all purposes
non-refundable in every respect.
The term
of this agreement is for one (1) year from the execution of the
agreement.
A copy of
the text of this agreement is attached hereto as an exhibit.
Richard
Kranitz Agreement. On or about March
17, 2010, the Company entered into an oral agreement with Richard Kranitz
whereby Mr. Kranitz will render certain consulting services to the Company
advice on strategic planning, capital formation and investor relations matters.
This oral agreement was approved by the Board on March 17, 2010. Concurrently
therewith, Mr. Kranitz will be purchasing purchase 750,000 shares of the
Company’s common stock from an existing shareholder in a private transaction.
Mr.
Kranitz is a member of Kranitz & Philipp which performs legal services for
CHWM.
Eric
Hager Agreement. On or about March
17, 2010, the Company orally amended the compensation terms of the Consulting
Agreement it had entered into with Eric Hager dated June 29,
2009. The new compensation terms for Mr. Hager shall be a flat fee of
$4,000 per month for his consulting services to the Company. No other
terms or conditions of the June 29, 2009 agreement were orally
amended. This oral amendment to the compensation terms of the
June 29, 2009 agreement was approved by the Board on March 17,
2010.
Ian
Stewart Agreement. On or about
December 1, 2009, the Company entered into a Consulting Agreement with Ian
Stewart for providing the Company with technical advice and guidance related to
the Company’s fiber network. The Company agreed to pay
Mr. Stewart $4,000 per month for consulting services rendered during November
2009 and December 2009 and $6,000 per month for consulting services rendered
thereafter. Mr. Stewart and the Company agreed that any payment for such
services rendered shall be deferred until the Company receives sufficient
funding. This agreement was approved by the Board on March 17,
2010.
5
SECTION 8
- OTHER EVENTS
ITEM
8.01 OTHER EVENTS
At a
meeting of the Board of Directors on March 17, 2010, the Board approved the
grant of options to purchase the Company’s common stock in accordance with their
agreements as follows:
|
|
·
|
Dr.
Allan Rabinoff was granted 1.5 million options to purchase the Company’s
common stock at $0.25 per share with a five-year exercise term for his
leadership and dedication to the
Company;
|
|
|
·
|
Mr.
Steven Berman was granted 1.5 million options to purchase the Company’s
common stock at $0.25 per share with a five-year exercise term for his
leadership and dedication to the
Company;
|
|
|
·
|
Mr.
Buck Krieger was granted 200,000 options to purchase the
Company’s common stock at $0.25 per share with a five-year exercise term
for his invaluable contributions to the
Company;
|
|
|
·
|
Ms.
Sharon Xiong was granted 200,000 options to purchase the Company’s common
stock at $0.25 per share with a five-year exercise term for her invaluable
contributions to the Company;
|
|
|
·
|
Mr.
Ralph Rueschle was granted 100,000 options to purchase the Company’s
common stock at $0.50 per share with a five-year exercise term for his
dedication and service to the
Company;
|
|
|
·
|
Mr.
Mel Marten was granted 100,000 options to purchase the Company’s common
stock at $0.50 per share with a five-year exercise term for his dedication
and service to the Company;
|
|
|
·
|
Mr.
Jason Loyet was granted 100,000 options to purchase the Company’s common
stock at $0.50 per share with a five-year exercise term for his dedication
and service to the Company;
|
|
|
·
|
Mr.
Frank Ventura was granted 100,000 options to purchase the Company’s common
stock at $0.25 per share with a five-year exercise term and an additional
300,000 options to purchase the Company’s common stock at $0.25 per share
to be vested as follows: 100,000 options on the first anniversary of his
employment contract effective date; 100,000 options on the second
anniversary of his employment contract effective date; and 100,000 options
on the third anniversary of his employment contract effective
date. This grant of options was for his leadership and
invaluable contributions to the
Company;
|
|
|
·
|
Mr.
Phil Allen was granted 100,000 options to purchase the Company’s common
stock at $0.25 per share with a five-year exercise term for his dedication
and service to the Company;
|
|
|
·
|
Ms.
Jia Yu was granted 50,000 options to purchase the Company’s common stock
at $0.50 per share with a five-year exercise term her dedication and
service to the Company; and
|
|
|
·
|
Ms.
Karen Hazelton was granted 50,000 options to purchase the Company’s common
stock at $0.50 per share with a five-year exercise term her dedication and
service to the Company.
|
|
|
·
|
Mr.
Stephen Heins was granted 50,000 options to purchase the Company’s common
stock at $0.50 per share with a five-year exercise term for his dedication
and service to the Company;
|
At a
meeting of the Board of Directors on March 17, 2010, the Board authorized the
issuance of up to 600,000 shares of the Company’s common stock to compensate
future service providers to the Company on reasonable terms to be determined in
the future.
6
SECTION 9
- FINANCIAL STATEMENTS AND EXHIBITS
A.
Financial Statements - None
B.
Exhibits –
10.12 CIM
Securities, LLC Financial Advisory and Investment Banking Services
Agreement
10.13
Northern Equity, Inc. Consulting Agreement
10.14
Consulting Letter Agreement (Steve Heins)
10.15
Consulting Letter Agreement (Michael Barber)
10.16
Capital Group Communications, Inc. Agreement
7
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHINA WI-MAX COMMUNICATIONS,
INC.
(Registrant)
|
Dated:
March 17,
2010
/s/
Steven Berman
-----------------------------------
Steven
Berman, President
|