UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 28, 2014
Date of Report
(Date of Earliest Event Reported)
THAT MARKETING SOLUTION, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 333-184795 | 99-0379615 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4535 South 2300 East, Suite B
Salt Lake City, Utah 84117
(Address of principal executive offices)
(866) 731-8882
Registrant's telephone number
N/A
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:
[ ] 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))
FORWARD LOOKING STATEMENTS
This Current Report contains certain forward-looking statements, and for this purpose, any statements contained in this Current Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending upon a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.
NAME REFERENCES
In this Current Report, references to “That Marketing Solution,” the “Company,” “we,” “our,” “us” and words of similar import refer to That Marketing Solution, Inc., the Registrant, which is a Nevada corporation.
Item 1.01 Entry into a Material Definitive Agreement.
On November 28, 2014, the Company executed a Sale/Purchase Agreement of AquaV Assets (the “Agreement”) with Matthew R. Smith of Draper, Utah (“Smith”), and Clint Sorensen of Washington, Utah (“Sorensen”) (collectively, Smith and Sorensen shall be referred to herein as the “Sellers”). Under the terms of the Agreement, the Company purchased from the Sellers all right, title and interest in the “AquaV Assets,” which include: (i) the Sellers’ methods for solubilizing, dispersing, flavoring, stabilizing and extending the release of various substances for use in nutritional, cosmetic and skin care, cosmeceutical, pharmaceutical and personal care; (ii) all unpatented scientific and technical information not known to the public that is necessary and/or reasonably useful for the research, development, manufacture or commercialization of the acquired solubilization technology; (iii) solubilization equipment; (iv) 3- 45 liter self-contained custom tanks with proprietary mixing systems; (v) bench-top solubilization equipment; (vi) miscellaneous lab equipment; and (vii) solubilization raw materials and ingredients.
The purchase price for the assets is: (i) $100,000, of which $10,000 shall be payable on or before December 15, 2014, and $90,000 shall be payable by March 31, 2015; (ii) one million (1,000,000) “unregistered” and “restricted” shares of the Company’s common stock; and (iii) a royalty of $4,400 per month upon commencement of commercial operations. In addition, the Company agreed to enter into separate employment agreements with Smith and Sorensen providing for salaries of $60,000 and $48,000, respectively, plus bonuses to be specified in
such employment agreements. The Agreement also contained usual and customary representations and warranties by both the Company and the Sellers.
The Company’s management has evaluated whether the AquaV Assets may constitute a “business” within the meaning of Rule 11-01(d) of Regulation S-X of the Securities and Exchange Commission and has determined that the AquaV Assets do not constitute a “business” within the meaning of that Rule. The AquaV Assets were never held by a corporation or other non-individual entity. They were developed by the Sellers using personal funds as time and funds permitted. In addition, there have been no revenue producing activities in connection with the AquaV Assets and accordingly there have been no operations capable of being audited. Therefore, management has determined that audited financial statements treating the AquaV Assets as a “business” are not required under applicable Securities and Exchange Commission rules.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
10
Sale/Purchase Agreement of AquaV Assets dated November 28,
2014
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
THAT MARKETING SOLUTION,
INC., a Nevada corporation
Date: December 3, 2014
/s/ Louis J. Zant, III
Louis J. Zant, III
Chief Executive Officer
Sale/Purchase Agreement of
AquaV Assets
This Agreement regarding the sale and purchase of AquaV Assets (“AquaV”) is entered into on the 28th day of November, 2014 between:
Sellers:
Matthew R. Smith and Clint Sorensen (“Sellers”),
and
Buyer:
That Marketing Solution, Inc., a Nevada Corporation (“Buyer” or “TSTS”).
RECITALS:
A.
Sellers desire to sell and Buyer desires to purchase AquaV Assets, including substantially all of its assets, agreements, intellectual property, rights, and equipment.
B.
The Parties to this Agreement recognize and acknowledge that Sellers have invested a significant amount of time, effort and money on these assets.
AGREEMENT:
NOW THEREFORE, in consideration of the covenants, commitments and conditions set forth herein the Parties agree and commit to the following:
I.
SALE OF ASSETS; CLOSING:
a.
Upon the terms set forth in this Agreement, Sellers agree to sell, assign and secure to/for Buyer, all right, title and interest that Sellers have in AquaV Assets, together with the technology, materials, inventory, intellectual property, equipment, proprietary information, and/or any and all other instrumentalities as described below:
(i)
Sorensen and Smith methods for solubilizing, dispersing, flavoring, stabilizing and extending the release of various substances for use in nutritional, cosmetic/skin care, cosmeceutical, pharmaceutical, and personal care.
(ii)
Know-how: All scientific and technical un-patented information not known to the public, that is necessary and/or reasonably useful for the research, development, manufacture or commercialization of the solubilization technology.
(iii)
Solubilization Equipment:
(iv)
3 - 45 L self-contained custom tanks with proprietary mixing systems including motors, blades and heat source.
(v)
Bench-top solubilization equipment (1 L pots with heat sources and mixing)
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Sellers: __MS__CS____;
Buyer:___LZ_____
AquaV
TSTS
(vi)
Miscellaneous Lab equipment
(vii)
Solubilization Raw materials and ingredients including emulsions, flavorings and raw excipients.
b.
The closing (the “Closing”) of the transaction contemplated under this Agreement is occurring with the parties’ execution of this Agreement. The day on which the Closing takes place shall referred to as the “Closing Date,” which day shall be November 28, 2014.
c.
At the Closing, the Sellers shall deliver herewith or make available to Buyer the assets described above
d.
At the Closing, the Buyer shall deliver herewith or make available to Sellers the following:
(i)
The portion of the purchase price set forth in 2.1.1, below; and
(ii)
such other documents, instruments, or items reasonably requested by Sellers related to Buyer’s consummation of the transaction contemplated herein.
(iii)
Buyer will pay all new patent application fees shall also adequately capitalize the manufacturing operation as to conduct business as quick as reasonably possible.
II.
PURCHASE PRICE:
a.
Pursuant to the provisions of this Agreement, Sellers agree to sell and Buyer agrees to purchase AquaV Assets on the following terms:
(i)
One Hundred Thousand and No/100 United States Dollars ($100,000.00) will be paid to Sellers upon the following terms:
1.
$10,000.00 payable to Matthew R. Smith on or before December 15th 2014
2.
$90,000.00 payable by March 31, 2015, with $50,000 thereof payable to Clint Sorensen and $40,000 payable to Matthew R. Smith
(ii)
Common Shares: 1,000,000 common shares of TSTS stock restricted for one (1) year from date of closing, with 500,000 of such shares issuable to Matthew R. Smith and 500,000 such shares payable to Clint Sorensen.
(iii)
Royalty: $4,400 per month upon commencement of commercial operations, all of which shall be payable to Clint Sorensen.
III.
OTHER TERMS
a.
Employment contracts with Matthew Smith and Clint Sorensen
(i)
Matthew Smith: $60,000 per year plus executive bonus and ESOP or ISO program detailed in separate employment contract
(ii)
Clint Sorensen: $48,000 per year plus bonus detailed in separate employment contract
IV.
REPRESENTATIONS AND WARRANTIES:
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Sellers: ___MS_CS____;
Buyer:__LZ______
AquaV
TSTS
a.
Seller represents and warrants, that to the best of Sellers’ knowledge, the following:
(i)
Sellers are the owners and/or beneficiaries of and have, or will have at Closing, good and marketable title to all Assets being sold, transferred or assigned by this Agreement.
(ii)
Sellers are authorized to execute this Agreement and fulfill the obligations imposed by this Agreement. Sellers have obtained all corporate, private, governmental, third-party and organizational authorizations and approvals needed to enter this Agreement and fulfill the obligations hereunder.
(iii)
Sellers are not currently aware of any existing, threatened or potential claims, debts, obligations, investigations, judgments, liens, actions, or proceedings related specifically to AquaV.
b.
Buyer represents and warrants the following:
(i)
Buyer is duly organized, in good standing and in compliance with the laws, rules and regulations of its State and Country of origin and it is fully authorized to execute this Agreement and fulfill the obligations imposed on it by this Agreement. Buyer has obtained all corporate, private, governmental, third-party and organizational authorizations and approvals needed to enter this Agreement and has fully satisfied itself that it can legally transact business in the United States.
(ii)
Buyer has reviewed all AquaV, inventory, documents, and assets, and other information needed to formulate its independent opinion regarding the legality, propriety, and value of entering this Agreement.
(iii)
Buyer is entering this Agreement and purchasing AquaV as an investment and has no immediately plans to sell, dispose of, distribute, convey, transfer or pledge its interest in the Assets that are the subject of this Agreement in any way that would violate any statute, law, rule, or regulation of any Country, State, Government, or Governmental Entity of any kind.
V.
COOPERATION:
a.
The Parties to this Agreement commit and agree to cooperate, assist and take all reasonable steps to facilitate the transfers and assignments contemplated by this agreement and commit to help the opposing party realize the benefits anticipated by entering this Agreement, including signing over, providing, transferring and/or assigning ownership rights, written authorizations, and help to obtain the cooperation and assistance of others during the transition brought about by this Agreement.
VI.
ENTIRE AGREEMENT:
a.
This Agreement contains the complete agreement of the Parties and can only be altered, amended or changed in writing signed by the Parties to this Agreement.
VII.
ASSIGNMENT:
a.
This Agreement and all rights bestowed by this Agreement are fully assignable by either Party, and shall inure to the benefit of the Party, its successors, trustees or assigned representative. The obligations created by this Agreement may only be assigned by Buyer with the prior written consent of the Sellers.
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Sellers: ___MS_CS____;
Buyer:__LZ______
AquaV
TSTS
VIII.
GOVERNING LAW AND JURISDICTION FOR DISPUTES:
a.
This Agreement shall be interpreted and applied consistent with the laws of the State of Nevada and the Parties agree that the proper venue and jurisdiction for resolution of any dispute would be:
b.
A state or Federal Court within the State of Nevada; or
c.
A venue ss agreed to by the Parties in writing.
IX.
COUNTERPARTS:
a.
This Agreement may be executed by facsimile, digital signature, scanned document and/or in two or more counterparts, each of which will be considered to be original, however, all of which will together be considered one single document.
X.
RECITALS:
a.
The Parties acknowledge the recitals are accurate and form an integral part of this Agreement, and are hereby incorporated herein by reference.
SELLER: /s/ Matthew R. Smith
/s/ Clint Sorensen___________
Dated
E-mail:
Tel #:
BUYER: Louis J. Zant, III
That Marketing Solution, Inc. By: Louis J. Zant, III
Its Chief Executive Officer
Address:
Dated
E-mail:
Tel #:
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Sellers: ___MS_CS____;
Buyer:__LZ______
AquaV
TSTS