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
July 27, 2011
Date of Report (Date of earliest event reported)
Bitzio, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction)
000-51688
(Commission File Number)
16-1734022
(IRS Employer Identification No.)
548 Market Street, Suite 18224, San Francisco, California, 94104
(Address of principal executive offices)
(213) 400-0770
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 the registrant under any of the following provisions:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 FR 240.13e-4(c)) |
Item 1.01
Entry into a Material Definitive Agreement
Digispace Solutions, LLC
On August 3, 2011, Bitzio, Inc.’s wholly owned subsidiary, Digispace Holdings, Inc., entered into an agreement (the “Digispace Agreement”) with Mr. Jose Rivera and Mr. Amish Shah (collectively, the “Sellers”) to acquire all of their interests in Digispace Solutions, LLC. There is no material relationship between Bitzio, Inc. and the Sellers, other than the Digispace Agreement and the Bitzio Corp. Agreement described below.
Digispace Solutions, LLC is an online performance-based advertising company offering a variety of services to assist in the development of a company’s online presence, marketing, tracking and customer management. It provides proprietary web technologies to power online strategies and solutions.
As consideration for the acquisition, Digispace Holdings, Inc. will pay to the Sellers $200,000 cash in 12 monthly installments commencing on the closing date and will assume approximately $575,000 of Digispace Solutions, LLC debt. Bitzio, Inc. will grant options to the Sellers to purchase up to 1,000,000 shares of the common stock of Bitzio, Inc. at a price of $0.45 per share for five years following the closing date. The closing date for the acquisition is on or before August 22, 2011.
A copy of the Agreement will be attached as an exhibit to Bitzio, Inc.’s quarterly report as filed on Form 10-Q for the period ending June 30, 2011.
The Empire Group LLC
Pursuant to the agreement dated July 11, 2011 to acquire The Empire Group LLC described in Bitzio, Inc.’s Current Report on Form 8-K dated July 11, 2011, the purchase did not close as anticipated on July 31, 2011. The parties expect to complete the transaction by September 30, 2011.
Item 2.01 Completion of Acquisition or Disposition of Assets
On July 27, 2011, Bitzio, Inc.’s wholly owned subsidiary, Bitzio Holdings, Inc., completed the purchase from Mr. Amish Shah (the “Seller”) of all of the shares of Bitzio Corp. pursuant to an agreement (the “Bitzio Corp. Agreement”) dated July 13, 2011. There is no material relationship between Bitzio, Inc. and the Seller, other than the Bitzio Corp. Agreement and the Digispace Agreement
Bitzio Corp. is a company that focuses on developing niche mobile applications for consumers and organizations.
As consideration for the acquisition, Bitzio Holdings, Inc. will pay the Seller 5,000,000 shares of the common stock of Bitzio, Inc. on or before August 11, 2011.
A copy of the Agreement will be attached as an exhibit to Bitzio, Inc.’s quarterly report as filed on Form 10-Q for the period ending June 30, 2011.
Item 9.01 Financial Statements and Exhibits
Audited and pro forma financial statements and required information relating to Bitzio Corp. will be provided no later than 75 days from the closing date of the transaction.
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: August 4, 2011
BITZIO, INC.
/s/ Gordon C. McDougall
Gordon C. McDougall
Chief Executive Officer