Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED MAY11, 2010. - Max Sound Corp | f8k051110ex99i_soact.htm |
| EX-10.2 - EMPLOYMENT AGREEMENT WITH LLOYD TRAMMELL EFFECTIVE MAY 11, 2010. - Max Sound Corp | f8k051110ex10ii_soact.htm |
| EX-10.3 - EMPLOYMENT AGREEMENT WITH ROBERT WOLFF EFFECTIVE MAY 11, 2010. - Max Sound Corp | f8k051110ex10iii_soact.htm |
| EX-10.1 - AGREEMENT AND PLAN OF ASSET ACQUISITION, DATED AS OF MAY 11, 2010, BY AND BETWEEN THE COMPANY AND AIB. - Max Sound Corp | f8k051110ex10i_soact.htm |
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 Report: (Date of earliest event reported) May 11, 2010
So
Act Network, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
|
000-51886
|
5715
Will Clayton Parkway, #6572
Humble,
TX 77338
|
26-3534190
|
|
(Commission
File Number)
|
(Address
of Principal Executive Offices and zip code)
|
(IRS
Employer Identification No.)
|
(210)-401-7667
(Registrant's
telephone number, including area code)
(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 registrant under any of the following
provisions:
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive
Agreement.
On May
11, 2010, So Act Network, Inc. (the “Company” and SOAN)
entered into an Agreement and Plan of Asset Acquisition (“Agreement”) with Audio
Genesis Group, LLC, (“AGG”) a California limited liability company which is
the holder of the rights to Max Audio Technology (“MAX”) as well
Lloyd Trammell, the inventor and owner of 80% of the total ownership interest in
MAX (hereinafter “INV”) and Robert Wolff, the business partner of 20% of the
total ownership interest in MAX (hereinafter “BUS”). Whereas, AGG, INV and BUS
(collectively hereinafter “AIB”) together own all right title and interest to
all fields of us and 100% of the ownership interest of the asset MAX
and whereby the Company has agreed to acquire MAX in a
stock-for-asset exchange in accordance with the respective corporation laws in
their state, upon consummation of which all of the MAX ownership interest shall
be owned by SOAN, and all such ownership interest shall be exchanged for
30,000,000 unregistered shares of par value $.0001 common shares of
SOAN. The common shares are to be issued within three days of the
closing of the Agreement to Lloyd Trammell (24,000,000 shares) and Robert Wolff
(6,000,000 shares).
On May
11, 2010, we entered into an employment agreement with Lloyd Trammell and with
Robert Wolff Pursuant to our Agreement with Mr. Trammell, he
will be employed as the Chief Technical Officer of Max Sound. Mr.
Trammell’s employment has a term of ten (10) years with an initial base
compensation of $8,500 per month. In addition, to the base salary, Mr. Trammell
is entitled to and shall receive a monthly commission equal to 5% of all
revenues derived from the sales of all products and services related to Max
Sounds. Such commissions shall be payable in cash, capital stock or any
combination thereof at the Mr. Trammell’s discretion. Further, he shall be
entitled to and shall receive a yearly bonus equal to 5% of such amount of the
total revenues derived from the sales of all products related to Max Sound that
is over one million dollars. Upon completion of fund raising by the Company of
five million dollars, Mr. Trammell shall receive a one-time bonus of $250,000 in
cash within 30 days of closing of such financing.
Pursuant
to our Agreement with Mr. Wolff, we agree to hire him as our Chief Business
Officer. Mr. Wolff’s employment has a term of ten (10) years with an initial
base compensation of $8,500 per month. In addition, to the base salary, he shall
be entitled to and shall receive a monthly commission equal to 5% of all
revenues derived from the sales of all products and services related to Max
Sounds. Such commissions shall be payable in cash, capital stock or any
combination thereof at Mr./ Wolff’s discretion. Further, he shall be entitled to
and shall receive a yearly bonus equal to 5% of such amount of the total
revenues derived from the sales of all products related to Max Sound that is
over one million dollars. Upon completion of fund raising by the Company of five
million dollars, Mr. Wolff shall receive a one-time bonus of $50,000 in cash
within 30 days of closing of such financing.
The
foregoing description of the Agreement and Plan of Asset Acquisition is
qualified in its entirety by reference to the full text of the asset acquisition
agreement, a copy of each of which is attached hereto as Exhibit 10.1 and is
incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity
Securities.
The
information contained above in Item 1.01 is hereby incorporated by
reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Agreement
and Plan of Asset Acquisition, dated as of May 11, 2010, by and between
the Company and AIB.
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10.2
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Employment
Agreement with Lloyd Trammell Effective May 11, 2010.
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10.3
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Employment
Agreement with Robert Wolff Effective May 11,
2010.
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99.1
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Press
Release dated May11, 2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date:
May 13, 2010
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By:
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/s/ Greg
Halpern
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Name:
Greg Halpern
Title:
President, Chief Executive Officer, Chief Financial Officer
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