8-K

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 22, 2014

3D Pioneer Systems, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	333-184026	27-1679428
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22, Hanover Square, west Central, London, United Kingdom, W1S 1JP

(Address of principal executive offices, including zip code)

0044-203-700-8925

(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 obligations of the registrant under any of the following provisions:

[ ] Written communication 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 22, 2014, 3D Pioneer Systems, Inc., a Nevada corporation (the “Corporation”) entered into a Transfer and Assignment of Intellectual Property agreement (the “Agreement”) with Mark Flores Martin (“Flores”) and Pencil Pig Ltd., a company wholly owned by Flores (collectively Flores and Pencil Pig Ltd. shall be referred to herein as the “Transferors”).   

In connection with the transaction, the Corporation's CEO and director Alex Tsingos has agreed to cancel 7,000,000 shares of the Corporation's common stock owned directly by him.  The effect of this cancellation will be that no net shares are issued as a result of the transaction. 

The material terms of the Agreement are as follows: a) the Transferors are the owners of all right, title and interest in an internet game entitled Tangled Tut (“Tut”); b) Transferors shall transfer all right, title and interest in Tut to the Corporation in exchange for the Corporation issuing to Flores 7,000,000 shares of restricted common stock of the Corporation (the “Shares”); and c) Flores shall receive all of the Shares for the transfer of Tut because he is the sole owner of Pencil Pig Ltd. 

Tut, the intellectual property, which is being purchased by the Corporation, is a physics puzzler mobile game that is in development to be released for use on iOS, Android, and other mobile platforms.  The storyline of Tut is that King Tut has been rudely awakened in his temple after being asleep for 3,000 years.  To get revenge on the ones who awoke him, the player will assist King Tut, along with his illuminated flying bat Madu, by using his bandages to swing from platform to platform, picking up objects along the way for extra points, and solving brain-teasing dilemmas, all in an effort to escape from the temple.

The foregoing does not purport to be a full and complete description of the Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1, and incorporated by this reference.

Item 3.02              Unregistered Sales of Equity Securities

See Item 1.01 herein. The Corporation is issuing the Shares to Flores exempt from registration under the Securities Act of 1933, as amended (“Act”) pursuant to an exemption from registration provided by Rule 903 of Regulation S of the Act. The Corporation completed the foregoing transaction on the basis that the sale of the securities was completed in an “offshore transaction,” as defined in Rule 902(h) of Regulation S. The Corporation did not engage in any directed selling efforts (as defined in Rule 902(c)) in the United States in connection with the sale of the securities. Flores represented to the Corporation that he was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person. The Agreement included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or are exempt from the registration requirements of the Act. Flores agreed: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that the Corporation will refuse to recognize any transfer of the securities purchased unless such transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All Shares issued were endorsed with a restrictive legend confirming that the Shares had been issued pursuant to Regulation S under the Act and could not be resold without registration under the Act or pursuant to an applicable exemption from registration under the Act.

Item 8.01              Other Events

On February 3, 2014, the Corporation filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) that the board of directors of the Corporation (the “Board”) had formed its initial board of advisors.  As of February 22, 2014, the Board appointed Mark Flores Martin to act as an advisor in the role of the Chief of Technical Operations of the Corporation, in particular the executive team is seeking his advice in the further development of Tut.  Flores shall provide such consulting services as an advisor to the Corporation pursuant to a consulting agreement which shall have the following terms: a) Flores shall receive consulting fee of 2,500 Euros for the first 6 months of the consulting agreement, and 3,500 Euros for the year and a half thereafter; b) Flores shall be entitled to expense reimbursement for necessary expenses incurred while performing such consulting services; and c) Flores shall have such responsibilities, duties and authority as assigned by the board of directors of the Corporation.

 

Item 9.01              Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.1 Assignment of Intellectual Property, dated February 22, 2014

SIGNATURE

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, thereunto duly authorized.

By:	/s/ Alexandros Tsingos
	Alexandros Tsingos, CEO

Dated: February 26, 2014

EX-10.1

TRANSFER AND ASSIGNMENT OF INTELLECTUAL PROPERTY

This AGREEMENT FOR TRANSFER AND ASSIGNMENT OF INTELLECTUAL PROPERTY (“Agreement”) is made and entered into as of February 21, 2014 (the “Effective Date”), between Pencil Pig Ltd, a company incorporated in Malta (“PPL”) and Mark Flores Martin, an individual residing in Malta (“Flores”)(PPL and Flores shall collectively be referred to herein as the “Assignors”) and 3D Pioneer Systems, Inc., a Nevada corporation (“Assignee”). 

RECITALS

WHEREAS, Assignors are the collective owners of all right, title and interest in an internet game entitled Tangled Tut (“Tut”); 

WHEREAS, Assignee wishes to acquire all right, interest and title in Tut in exchange for 7,000,000 shares of restricted common stock (“Shares”), based upon the terms and conditions set forth herein;

WHEREAS, because PPL is a wholly owned entity by Flores, all the Shares shall be issued in the name of Flores;

THEREFORE, in consideration of the above recitals and of the mutual promises and conditions in this Agreement, and other valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

AGREEMENT

1.Description of Intellectual Property. Assignors are the owner of all right, title and interest in Tut, including but not limited to all patents, trademarks, domain names, registered designs, copyright (including without limitation to the foregoing generality rights in computer software, object and source code),  rights in the nature of copyright, database rights, semi-conductor topography rights, unregistered design rights, rights in and to trade names, business names, product names and logos, inventions, databases, discoveries, specifications, formulae, processes, know how, trade secrets, confidential  information and any analogous or similar right in any jurisdiction (whether any such rights referred to in this are  registered, unregistered,  registrable  or  not,  and  any  applications  or rights to apply for registration of any of them together with any registered rights resulting from any such applications or rights to apply for registration) of Tut (collectively, the “Intellectual Property”). 

2.Transfer And Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in exchange for 7,000,000 shares of restricted common stock of Assignee (the “Shares”), Assignors hereby assign and transfer to Assignee all of Assignor’s right, title and interest in the Intellectual Property, together with all rights to secure registrations, renewals, reissues, and extensions of the copyrights, patents, and trademark rights included therein, if any.

Page 1 of 6

3.Warranties And Representations.  

a.Assignors hereby covenants, warrants, and represents to Assignee that for good and valuable consideration, the receipt of which is hereby acknowledged:

i.Assignors are the sole owner of and has the exclusive right to use the Intellectual Property, free and clear of any liens, encumbrances, licenses, or claims of any nature, and has made no agreement with respect to the Intellectual Property that is in conflict with this Agreement.

ii.Except as specified in Paragraph 1 of this Agreement, no other registration has been effected or is on file with the appropriate governmental agencies with respect to the Intellectual Property.

iii.Since Flores, one of the Assignors is an individual, Flores agrees to authorize and direct his or her heirs and personal representatives to make and execute any instrument and perform any legal act that Assignee may deem necessary to secure the registration, or any renewal or extension to the registration, of the Intellectual Property, as applicable.

b.Because the Shares shall be issued in the name of Flores, in regards to the Shares, Flores individually covenants, warrants, and represents to Assignee that for good and valuable consideration, the receipt of which is hereby acknowledged:

i.Flores is not a U.S. Person as further defined in Exhibit “A”, attached hereto, and incorporated by reference herein.  Therefore, the Shares will be acquired for investment for the Flores own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of Regulation S of the Securities Act of 1933, as amended (“Securities Act”), and Flores has no present intention of selling, granting any participation in or otherwise distributing the same. 

ii.Flores understands that the acquisition of the Shares involves substantial risk. Flores has experience as an investor in securities of companies and acknowledges that it is able to fend for himself, can bear the economic risk of his investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its investment and protecting its own interests in connection with this investment.

iii.Flores understands that (i) the Shares are characterized as "restricted securities" under the Securities Act, inasmuch as they are being acquired from the Assignee in a transaction not involving a public offering and (ii) under the Securities Act and applicable rules and regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Flores is familiar with Regulation S and Rule 144 of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby.  Flores agrees to resell the Shares only in accordance with Regulation S of the Securities Act, registration or an exemption from registration therefrom. 

Page 2 of 6

iv.Flores understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

v.Unless registered with the Securities and Exchange Commission (“SEC”), the Shares will bear a legend in substantially in the following form:

“The securities represented by this certificate have been issued pursuant to regulation s promulgated under the U.S. Securities act of 1933, as amended (the “Act”). As such, the securities represented by this certificate are “restricted securities” and may not be sold, offered for sale, transferred, assigned, pledged, hypothecated or otherwise transferred or disposed of other than (i) pursuant to an effective registration statement as to the shares represented by this certificate under the Act, (ii) outside the united states in an offshore transaction in compliance with rule 904 under the act, (iii) pursuant to rule 144 under the act, or (iv) pursuant to another available exemption from the registration requirements of the Act. The holder hereof agrees that (a) any hedging transaction with respect to the securities represented by this certificate will be conducted in compliance with the Act and (b) it will deliver, or cause to be delivered, to each person to whom the securities represented by this certificate are transferred a notice substantially to the effect of this legend. As used herein, the terms “offshore transaction” and “united states” have the respective meanings assigned to them in regulation s under the Act.”

Flores hereby acknowledges and agrees to Assignee making a notation on its records or giving instructions to the registrar and transfer agent of the Assignee in order to implement the restrictions on transfer set forth and described in this Agreement.

4.Indemnification.  Assignors shall indemnify, defend, and hold harmless Assignee, and its officers, directors, shareholders, employees, agents, attorneys and representatives against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, attorney fees, accounting fees, and expert witness fees) incurred by Assignee, known or unknown, contingent or otherwise, directly or indirectly incurred on account of or arising out of:

a.Any breach of this Agreement, or any breach or inaccuracy in Assignors’ representations, warranties or agreements herein;

b.Any disposition of the Shares contrary to any of Assignors’ representations, warranties or agreements herein;

c.Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements was inaccurate, misleading, or otherwise cause for obtaining damages or redress from the Assignee or any director, officer, or representative of the Assignee under the Securities Act, or (ii) any disposition of the Shares.

Page 3 of 6

5.Governing Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the internal law, and not the law of conflicts, of the State of Nevada.

6.Entire Agreement. This Agreement, together with all exhibit(s) and schedule(s) hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof.

7.Assignment and Binding Effect.  No party shall assign this Agreement to any extent without the written consent of the other Parties hereto.  Subject to the forgoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

8.Amendments and Waiver. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of all of the parties hereto.

9.Invalidity and Severability.  If any provisions of this Agreement are held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which are intended to be, and shall be deemed, severable.

10.Further Instruments and Assurances.  The Parties will execute and deliver all such other and further instruments and documents as may be necessary or desirable to carry out the purposes of this Agreement.

11.Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing.  Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below:

IF TO ASSIGNORS:

Mark Flores Martin

41, Flat 1, Marina Flats

Sir Augustus Bartolo Street, Ta’ Xbiex, Malta

Pencil Pig Ltd.

41, Flat 1, Marina Flats

Sir Augustus Bartolo Street, Ta’ Xbiex, Malta

IF TO ASSIGNEE:

3D Pioneer Systems, Inc.

Attn: Alexandros Tsingos

22 Hanover Square

West Central, London UK W1S 1JP

Page 4 of 6

Any Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy or ordinary mail) other than electronic mail, but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.  Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

12.Counterparts.  This Agreement and any amendments hereto may be executed in any number of counterparts, all of which taken together shall constitute a single original instrument.  In any action or proceeding any photographic, photostatic or other copy of this Agreement may be entered into evidence.

13.Headings.  The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

14.Interpretation.  This Agreement is the product of negotiation and shall be deemed to be drafted by all of the parties hereto and shall not be construed in favor of any particular party, but shall be construed neutrally and by the plain meaning of its language.  Each party executing this Agreement represents and warrants that he or it does so with full knowledge of his or its rights, having a full opportunity to undertake whatever discovery or investigation they desired, and after receiving independent legal advice from their attorney(s) with respect to the agreements herein and all rights, which are herein settled.  Each party further warrants, represents and agrees that he or it has not relied upon any representation or statement of fact or opinion by any other party, their agents or attorneys.

[Signatures to follow on the next page.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date a set forth above.

	ASSIGNORS:
	PENCIL PIG LTD a company formed under the laws of Malta
	/s/Mark Flores Martin
By:	Mark Flores martin
Its:	Chief Executive Officer
	/s/Mark Flores Martin
	Mark Flores Martin
	ASSIGNEE:
	3D PIONEER SYSTEMS, INC.
	/s/Alexandros Tsingos
By:	Alexandros Tsingos
Its:	Chief Executive Officer

Page 6 of 6

Exhibit “A”

NON-U.S. PERSON

By executing the Agreement, Assignee represents and warrants to the Assignors that they are not a “U.S. Person” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”); and specifically Assignee is not:

1. a natural person resident in the United States of America, including its territories and possessions (“United States”);

2. a partnership or corporation organized or incorporated under the laws of the United States;

3. an estate of which any executor or administrator is a U.S. Person;

4. a trust of which any trustee is a U.S. Person;

5. an agency or branch of a foreign entity located in the United States;

6. a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

7. a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or

8. a partnership or corporation: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

And, in addition:

1. the Assignors was not offered the Shares in the United States;

2. if at the time the buy-order for the Shares was originated, the Assignors was outside the United States; and

3. the Assignors is purchasing the Shares for its own account and not on behalf of any U.S. Person (as defined in Regulation S) and a sale of the Shares has not been pre- arranged with a purchaser in the United States.