Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT - MULTIMEDIA PLATFORMS INC. | eahc_ex101.htm |
| EX-10.2 - EMPLOYMENT AGREEMENT - MULTIMEDIA PLATFORMS INC. | eahc_ex102.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
March 25, 2013
Date of Report (Date of earliest event reported)
EXPLORE ANYWHERE HOLDING CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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001-33933
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88-0319470
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6150 West 200 South, #3
Wabash, IN 46992
(Address of principal executive offices)
(877) 539-5644
(Registrant's telephone number, including area code)
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 CFR 240.13e-4(c)).
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SECTION 1. Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On March 21, 2013, the Company entered into an employment agreement with Bryan Hammond ("Mr. Hammond"). Pursuant to the terms of the Employment Agreement Mr. Hammond will not be paid a monthly salary, but will be reimbursed for reasonable travel and other out-of-pocket expenses necessarily incurred in the performance of his duties. The Employment Agreement provides that Mr. Hammond’s employment by the Company is “at-will employment” and may be terminated by Mr. Hammond or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice to the other.
Also, on March 21, 2013, the Company entered into an employment agreement with Mr. Justin Frere ("Mr. Frere") pursuant to which Mr. Frere was appointed the Company’s Chief Financial Officer and Treasurer. Pursuant to the terms of the Employment Agreement Mr. Frere will be paid a base monthly fee of $500 plus $150 per hour; and reimbursed for reasonable travel and other out-of-pocket expenses necessarily incurred in the performance of his duties. The Employment Agreement provides that Mr. Frere’s employment by the Company is “at-will employment” and may be terminated by Mr. Frere or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice to the other.
SECTION 5. Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2013, the Board of Directors of Explore Anywhere Holding Corp., a Nevada corporation (the "Company") received the resignation of Mr. Khris Thetsy acting as the Company's Chief Financial Officer, Principle Financial Officer and Principle Accounting Officer.
On March 12, 2013, the Board of Directors of Explore Anywhere Holding Corp. appointed Justin Frere as the Company’s Chief Financial Officer and Treasurer.
Justin Frere Business Experience
Mr. Frere has over 16 years of experience, holds a CPA license and MBA, and is a hands-on CFO/Controller level finance and administration professional with extensive operational and analytical experience as a management consultant and internal CFO and Controller. Mr. Frere specializes in SEC reporting, financial modeling, valuation and day to day finance and accounting operations. From 2001 through present, Mr. Frere has been principle of Emergent Growth Analytics, LLC performing CFO/Controller, and Financial Analyst services for various public and private domestic and international clients. From 2007 - 2009, Mr. Frere served as CFO for a private stainless steel tank manufacturer primarily serving west coast wineries. From 2002 - 2004 Mr. Frere served as Controller of a start-up, multimedia marketing firm. From 1999 through 2001, Mr. Frere was a Manager at Alitum, a business services outsourcing company serving companies in the biotech and wireless communications industries. From 1998 to 1999, Mr. Frere was the Senior Reporting Analyst at Maxtor Corp., a former disk drive manufacturer. From 1996 through 1998, Mr. Frere served as a Senior Accountant with KPMG. In 2001, Mr. Frere earned a Masters in Business Administration with a finance emphasis from San Diego State University. In 1998, Mr. Frere earned his CPA designation. In 1996, Mr. Frere earned a BS in accounting and finance from Cal Poly State University in San Luis Obispo.
There is no arrangement or understanding between Mr. Frere and any other person pursuant to which they were selected to serve the Company, nor does Mr. Frere have a family relationship with any director, executive officer or person nominated as such of the Company.
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Since the beginning of the Company’s last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Frere, or members of their immediate family, had or will have a direct or indirect material interest.
SECTION 7. Regulation FD
Item 7.01 Regulation FD Disclosure
Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.
Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.
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SECTION 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished as part of this report:
| Number | Description | |
| 10.1 | Employment Agreement dated March 12, 2013 between Explore Anywhere Holding Corp. and Bryan Hammond. | |
| 10.2 | Employment Agreement dated March 12, 2013 between Explore Anywhere Holding Corp. and Justin Frere. |
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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.
| EXPLORE ANYWHERE HOLDING CORP. | |||
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Dated: March 25, 2013
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By:
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/s/ Bryan Hammond | |
| Chairman and Chief Executive Officer | |||
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