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): February 8, 2012
AMWEST IMAGING INC.
(Exact name of Registrant as specified in its charter)
Nevada 333-167743 27-2336038
(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
815 John Street
Suite 210k
Evansville, IN 47713
(Address of principal executive offices)
812-250-4210
(Issuer's telephone number)
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 7, 2012 Amwest Imaging Inc. ("Amwest") entered into a formal
software license agreement with BION Enterprises LLC, ("BION") an Atlanta based
software company.
BION provides document tracking technology and related services, and LokDrop.com
("LD") is the trade name and business, which operates the cloud-based, Software
as a Service ("SaaS") secure, file-sharing website located at www.LokDrop.com,
and which is 100% wholly owned by AMWEST.
The Software License, and mutual cross-marketing agreement between Amwest and
Bion will accomplish the following primary objectives:
a. LD will be able to offer its customers the BION SmartFile monitoring
and tracking technology and reporting service;
b. In Phase One, BION will provide LD customers, individual BION
accounts, currently available at www.BionBeta.com, and;
c. In Phase Two, LD and BION will both use their best efforts to develop
an integrate a BION SmartFile solution, available directly on the LD
website.
Consideration for the Licensing agreement has been paid, and is as follows:
a. $100,000 (One Hundred Thousand Dollars) and;
b. 10 million shares of Amwest stock, which are restricted under rule
144.
c. These payments are for the licensing and services anticipated by the
agreement being outlined herein.
In return for the payments made by AMWEST and received by BION, outlined above,
BION hereby transfers to AMWEST a limited exclusivity for
the BION SmartFile technology within the LD business sector, defined herein as
secure, encrypted file sharing. Competitors such as DropBox.com and Box.net
shall not receive direct access to the BION SmartFile technology.
However, independent users of BION who, have their own, direct account with BION
for the purpose of tagging and tracking SmartFiles may independently have
accounts with many other file sharing service providers. BION makes no
warranties, representations or assurances that these individual users may or may
not elect to use such file sharing services with files which are tagged, and are
therefore utilizing the BION SmartFile technology.
2
AMWEST and LD shall have a 180 day (six month) Limited Exclusive period for the
use of BION SmartFile for the file sharing market.
Should AMWEST & LD sell more than 10,000 subscribers per month, during the term
of the Limited Exclusivity, then the Exclusivity shall be extended for an
additional 180 day period.
The term of the Agreement, on a non-exclusive basis, shall commence and be
deemed effective as of the Effective Date and shall continue for a period of two
(2) years (the "Initial Term"). Upon expiration of the Initial Term, the parties
may agree to extend the term of this Agreement for an additional one (1) year
term (the "Additional Term", and together with the Initial Term, the "Term").
Either Party may terminate this Agreement:
(i) for convenience upon 30 days (30) days' notice to the other Party, or
(ii) in the event that a Party is in breach of its obligations or in
violation of any other terms or conditions set forth in this
Agreement, and that breach is not cured within five (5) days following
the delivery of written notice to the breaching party. In the event
that BION or AMWEST terminates this Agreement for convenience, AMWEST
will continue to pay the applicable Fees on Customers' using the BION
software during the Term and for a period of one (1) year
post-termination.
SIGNATURE
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMWEST IMAGING CORP.
BY: /s/ Jason Gerteisen
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Dated: February 8, 2012 Jason Gerteisen
