U.S.
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): September 15, 2007
SKRM
Interactive Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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000-24370
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33-0611748
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(Commission
File No.)
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(IRS
Employer Identification No.)
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14553
South 790 West
Bluffdale,
Utah 84065
(866)
922-9533
(Address
and telephone number of principal executive offices and place of
business)
(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 (see General Instruction A.2. below)
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13ed-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
November 20, 2007 SKRM Interactive, Inc. (the “Company”) entered into a
Securities Repurchase Agreement (the “Repurchase Agreement”) with AJW Partners
LLC, AJW Qualified Partners LLC, AJW Offshore LTD and New Millennium Partners
II
LLC (collectively, the “Sellers”), pursuant to which the Company agreed to
repurchase from the Sellers certain convertible notes and modify the terms
of
certain warrants entered into between the Company and the Sellers on November
30, 2005. Pursuant to the terms of the Repurchase Agreement, the Company
repurchased from the Sellers convertible notes in the original principal amount
of $600,000 (the “Notes”), issued and delivered to the Sellers 1,200,000 shares
of the Company’s common stock (the “Company Shares”) and modified the terms of
outstanding warrants issued by the Company to the Sellers, which, after giving
effect to the modifications contemplated by the Repurchase Agreement, now permit
the Sellers to purchase up to 10,000,000 shares of the Company’s common stock at
a fixed exercise price of $1.75 per share (the “Warrants”). Prior to the
modification of the Warrants pursuant to the terms of the Repurchase Agreement,
the exercise price of the Warrants was subject to adjustment, based upon the
trading price of the Company’s common stock.
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Item
1.02
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Termination
of a Material Definitive
Agreement
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Prior
to
the execution of the “Exchange Agreement” described in Item 3.02 below, the
Company entered into agreements with Sterling LLC (“Sterling”) and HLB &
Associates, LLC (“HLB”), pursuant to which Sterling agreed to provide to the
Company and its affiliates certain research, market review, strategic analysis,
review and planning services and HLB agreed to provide to the Company certain
planning, development, advertising and promotional services. As a result of
the
Company’s consummation of the transactions contemplated by the Stock Exchange
Agreement, and the corresponding change in the nature of the Company’s business
operations, the Company’s Board of Directors (the “Board”) determined that the
Company’s continued performance of the Sterling and HLB agreements was not in
the best interests of the Company and its shareholders. Accordingly, on December
17, 2007 the Board terminated the Sterling and HLB agreements described above.
The Company did not incur any early termination penalties as a result of the
termination of either agreement.
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
September 12, 2007, the Company, Jeffrey Martin, Sector 10 Services-USA, Inc.
(“Sector 10 Services”), Sector 10 Holdings, Inc. (“Sector 10 Holdings”) and the
Pericles DeAvila Institute for Humanitarian Studies (the “DeAvila Institute”)
entered into a Stock Exchange Agreement (the “Exchange Agreement”) setting forth
the terms and conditions upon which the Company and the other parties thereto
proposed to consummate a stock exchange transaction pursuant to which Sector
10
Holdings and the DeAvila Institute would transfer to the Company approximately
75% of the issued and outstanding shares of common stock of Sector 10 Services
in exchange for (i) the Company’s issuance and delivery to Sector 10 Holdings
and the DeAvila Institute of 47,058,824 and 2,941,176 newly-issued shares of
the
Company’s common stock (the “Common Stock”), respectively, and (ii) Mr. Martin’s
transfer and delivery to Sector 10 Holdings and the DeAvila Institute of
14,117,674 and 882,353 outstanding shares of Common Stock, respectively
(collectively, the “Sector 10 Transaction”). A summary of the terms of the
Exchange Agreement and related details were originally disclosed in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on October
11, 2007 (the “October Form 8-K).
As
disclosed in the October Form 8-K, the consummation of the transactions
contemplated by the Exchange Agreement was conditioned upon the Company’s
amendment of its Certificate of Incorporation to authorize the issuance of
sufficient shares of the Company’s common stock to consummate the transactions
contemplated by the Exchange Agreement. On or about September 13, 2007 the
Company obtained the written consent of the holders of sufficient shares of
the
issued and outstanding shares of the Company’s common stock to amend the
Company’s Certificate of Incorporation for the purpose of increasing the
authorized capital of the Company to 200,000,000 shares of capital stock,
consisting of 190,000,000 shares of common stock and 10,000,000 shares of
preferred stock. Based on the approval of the Company’s shareholders, on
September 15, 2007, the Company filed a Certificate of Amendment to the
Company’s Certificate of Incorporation for the purpose of effecting the increase
in the number of authorized shares of the Company’s capital stock. A copy of the
Certificate of Amendment, as filed with the Secretary of State of the State
of
Delaware, is attached to this report as Exhibit 3.1 and is incorporated herein
by this reference (the “Certificate of Amendment”).
On
November 2007, based upon the approval by the Company’s shareholders of the
Certificate of Amendment, and the filing of the Certificate of Amendment with
the Secretary of State of the State of Delaware, the Company completed the
transactions contemplated by the Exchange Agreement, including the issuance
and
delivery to Sector 10 Holdings and the DeAvila Institute of 47,058,824 and
2,941,176 newly-issued shares of the Company’s common stock, respectively. The
Company believes the issuance of such shares to Sector 10 Holdings and the
DeAvila Institute was exempt from registration under the Securities Act of
1933,
as amended (the “Securities Act”), pursuant to the provisions of Section 4(2)
thereof.
As
disclosed in Item 1.01 above and Item 3.03 below, on November 20, 2007 the
Company entered into the Repurchase Agreement with the Sellers, pursuant to
which the Company agreed to repurchase from the Sellers certain convertible
notes and modify the terms of certain warrants entered into between the Company
and the Sellers on November 30, 2005. Pursuant to the terms of the Repurchase
Agreement, the Company repurchased the Notes from the Sellers, issued and
delivered the Company Shares to the Sellers and modified the terms of the
Warrants, which, after giving effect to the modifications contemplated by the
Repurchase Agreement, now permit the Sellers to purchase up to 10,000,000 shares
of the Company’s common stock at a fixed exercise price of $1.75 per share.
Prior to the modification of the Warrants pursuant to the terms of the
Repurchase Agreement, the exercise price of the Warrants was subject to
adjustment, based upon the trading price of the Company’s common stock. The
Company believes the transactions contemplated by the Repurchase Agreement
were
exempt from registration under the Securities Act pursuant to the provisions
of
Section 4(2) thereof..
Item
3.03 Material
Modification to Rights of Security Holders
As
discussed in Item 3.02 above, on September 15, 2007, the Company filed the
Certificate of Amendment with the Secretary of State of the State of Delaware.
Also as discussed in Item 3.02 above, a copy of the Certificate of Amendment
is
attached to this report as Exhibit 3.1 hereto. The principal effect of the
filing of the Certificate of Amendment was to increase the authorized capital
of
the Company to 200,000,000 shares of capital stock, consisting of 190,000,000
shares of common stock and 10,000,000 shares of preferred stock.
As
discussed in Items 1.01 and 3.02 above, on November 30, 2005, the Company
entered into the Repurchase Agreement with the Sellers, pursuant to which the
Company agreed to repurchase from the Sellers certain convertible notes and
modify the terms of certain warrants entered into between the Company and the
Sellers on November 30, 2005. Pursuant to the terms of the Repurchase Agreement,
the Company repurchased the Notes from the Sellers, issued and delivered the
Company Shares to the Sellers and modified the terms of the Warrants, which,
after giving effect to the modifications contemplated by the Repurchase
Agreement, now permit the Sellers to purchase up to 10,000,000 shares of the
Company’s common stock at a fixed exercise price of $1.75 per share. Prior to
the modification of the Warrants pursuant to the terms of the Repurchase
Agreement, the exercise price of the Warrants was subject to adjustment, based
upon the trading price of the Company’s common stock.
Item
4.01 Changes
in Registrant’s Certified Accountant
As
a
result of the completion of the Sector 10 Transaction discussed in Item 3.02
above, the Board determined that the Company should engage a certified
accountant that has offices in proximity to the Company’s current headquarters
and operations. Since the previous certified accountant of the Company does
not
satisfy the requirements set forth by the Board, on November 15, 2007, the
Board
dismissed the previous certified accountant of the Company and engaged a new
certified accountant. The actions associated with the foregoing dismissal and
engagement are set forth below:
(a)
Dismissal of Previous Certified Accountant
On
November 19, 2007, the Board dismissed Malone and Bailey, PC, of Houston, Texas,
as the Company’s certified accountant
(b)
Engagement of New Certified Accountant
On
November 19, 2007, the Board engaged the following firm to serve as the
certified accountant of the Company for the Company’s fiscal year ending March
31, 2008.
HJ
&
Associates, LLC
50
West
Broadway
Suite
600
Salt
Lake
City, UT 84101-2039
Phone:
(801) 328-4408
During
the two most recent years and through September 30, 2007, the Company had not
consulted with HJ & Associates regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on the Company’s financial statements,
and no written report or oral advice was provided to the Company by concluding
there was an important factor to be considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue: or, (ii)
any matter that was the subject of disagreement, as that term is defined in
Item
304(a)(1)(v) of Regulation S-K and the related instructions to item 304 of
Regulation S-K. or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
Item
8.01 Other
Events
Subsequent
to the completion of the Sector 10 Transaction, the Company has conducted is
business under the name “Sector 10.” The Company currently intends to seek
consent of its shareholders to change the name of the Company to Sector 10,
Inc.
The Company believes the change of the Company’s name, if approved by the
Company’s shareholders and accomplished by the amendment of the Company’s
Certificate of Incorporation, will better reflect the Company’s current business
operations and clarify the change in the nature of the Company’s business
resulting from the consummation of the Sector10 Transaction. If the change
in
the Company’s name is approved by the Company’s shareholders and effected as
currently contemplated by the Company’s management, the Company intends to seek
a new trading symbol to reflect the change in the Company’s name.
Also
subsequent to the Company’s completion of the Sector 10 Transaction, the Company
has continued the business operations conducted by Sector 10 Services prior
to
the consummation of the Sector 10 Transaction. The following paragraphs briefly
describe the business operations of the Company, doing business as “Sector 10”
conducted by the Company subsequent to the consummation of the Sector 10
Transaction.
ABOUT
SECTOR 10
The
Company, doing business as “Sector 10,” seeks to become a leading provider of
pre-deployed emergency life response equipment across a number of major
metropolitan areas located in the United States. The Company’s current core
focus is on developing and marketing first response solutions, utilizing two
lines of patented products, Mobile Response Units (“MRU”) and Stationary
Response Units (“SRU”). The Company intends to position its product offerings to
market and address the city-centric emergency needs of larger metropolitan
areas
with the Pericles LogiX System. The Pericles LogiX System is a structured and
integrated emergency solution designed to pre-deploy emergency and disaster
response equipment in multi-story residential and commercial buildings. The
Company is currently the exclusive provider of the Pericles LogiX System in
the
United States. The Company also offers the SRU and MRU product lines, which
are
designed to provide emergency safety services in large metropolitan areas.
The
Company has completed development and production of the initial MRU product,
and
has commenced test marketing and sales of the MRU units.
SECTOR
10
PRODUCTS / SERVICES
The
Company’s core focus is on first response solutions, with the intention of
utilizing its MRU and SRU products. The Company believes both product lines
represent significant advances in emergency response systems and evacuation
aids. In addition to marketing and sale of the MRU and SRU products, the Company
intends to provide replenishment & maintenance services, customer support
services and education and training services to purchasers of the MRU and SRU
products. In an effort to expand its marketing and sales efforts, the Company
proposes to increase product sales by facilitating financial arrangements
through private or municipal financing sources.
Major
markets identified by the Company include Multi-Story Buildings,
Construction/Industrial Sites, Schools, Hospitals and Hazmat/Decontamination
First Responder Teams
The
multi-story building market is the Company’s initial target market. The Company
10 intends to focus the promotion of MRU and SRU products to multi-story
building owners, managers and tenants. In particular, the Company intends to
target the top 20 building managers in the United States. The Company’s
management believes there are over 6 million buildings in the United States,
of
which approximately 943,000 are over 7 stories. Management believes the large
number of multi-story buildings in the United States creates an attractive
marketing opportunity for Sector 10 products.
FORWARD
LOOKNG STATEMENTS
In
addition to historical information, this Report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995. These forward-looking statements include statements regarding the
anticipated terms and conditions of transactions which the Company has not
consummated and events and occurrences over which the Company has no control.
Such statements encompass the Company’s beliefs, expectations, hopes or
intentions regarding future events. Words such as “expects,” “intends,”
“believes,” “anticipates,” “should,” “likely” and similar expressions identify
forward-looking statements. All forward-looking statements included in this
Report are made as of the date hereof and are based on information available
to
the Company as of such date. The Company assumes no obligation and does not
intend to update any forward-looking statement. Actual results will vary, and
may vary materially, from those anticipated, estimated, projected or expected
for a number of reasons, including, among others: the ability of the Company
to
change its name to Sector 10 (whether or not such a change is approved by the
Company’s shareholders), the Company’s ability to consummate transactions which
are subject to the agreement of third parties over whom the Company has no
control, potential regulatory scrutiny, the Company’s failure to accurately
forecast the response of the Company’s shareholders to the proposed name change
and the challenges of competing successfully in a highly-competitive and
rapidly-changing industry. Other factors that may cause actual results to vary
from the Company’s expectations include developments associated with
fluctuations in the economy and the demand for the Company’s products and
services; the Company’s limited financial resources; the Company’s ability to
obtain capital necessary to pursue its proposed plan of operations; variations
in market and economic conditions; the degree and nature of competition; the
ability of the Company to expand its product and service offerings to new and
existing markets; and other unanticipated factors. Risk factors, cautionary
statements and other conditions which could cause actual results to differ
from
the Company’s current expectations are contained in the Company’s filings with
the Securities and Exchange Commission, including the risk factors set forth
in
the Company’s most recently filed Annual Report on Form 10-KSB and Quarterly
Report on Form 10-QSB. All forward-looking statements are qualified in their
entirety by this cautionary statement.
Section
9 -- Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
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(c)
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Exhibits
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Exhibit
3.1 Certificate of Amendment
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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.
Dated: January
9, 2008
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SKRM
Interactive Inc.
By: Pericles
DeAvila
Pericles
DeAvila, President
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EXHIBIT
INDEX
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3.1
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Certificate
of Amendment, as filed on September 15, 2007 with the Secretary of
State
of the State of Delaware
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