SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 2, 2014
Cross Click Media Inc.
(Exact name of registrant as specified in its charter)
Nevada |
333-165692 |
47-1771976 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
8275 S. Eastern Avenue, Suite 200-661 , Las Vegas, NV |
89123 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (855)
873-7992
_____________________________________________________
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
On December 2, 2014, we entered into a Master
Contractor Agreement (the “Agreement”) with the Foundation For A Greater America, a political action committee doing
business as Voters for Hillary (“FFAGA”). Under the Agreement, we will be responsible for identifying call centers
that may want to participate in seeking political contributions on behalf of FFAGA and accounting for all of the contributions
as well as the charges related to any and all other services and expenses. We will be responsible for agent in sourcing and vetting
potential call center operations to participate in the FFAGA / VotersforHillary.com campaign, supplying a compliance officer to
ensure continued compliance with the Voters for Hillary processes and requirements, and acting as a liaison to relay information,
scripts, invoices, rules, requirements and restrictions for operating. Our compensation will be based on a percentage of the contributions
we generate and collect on behalf of Voters for Hillary. The Agreement may be terminated by either party on sixty days’ notice
without cause.
The foregoing is a summary of the material terms of the Agreement,
which should be reviewed in its entirety for additional information.
SECTION 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On November 28, 2014, we issued twelve million
four hundred twenty eight thousand five hundred and seventy one (12,428,571) shares of our common stock to one (1) individual for
the partial conversion of a convertible note. The issuance was exempt from registration pursuant to Rule 506 under Regulation
D, the investor is sophisticated and familiar with our operations, and there was no solicitation in connection with the issuance.
On December 1, 2014, we issued twenty one million
six hundred forty thousand (21,640,000) shares of our common stock to one (1) individual for the partial conversion of a convertible
note. The issuance was exempt from registration pursuant to Rule 506 under Regulation D, the investor is sophisticated and
familiar with our operations, and there was no solicitation in connection with the issuance.
On December 2, 2014, we issued ninety four
million nine hundred seventy nine thousand and thirty one (94,979,031) shares of our common stock, restricted in accordance with
Rule 144, to five (5) individuals for the partial conversion of their convertible note. The issuance was exempt from registration
pursuant to Rule 506 under Regulation D, the investors are sophisticated and familiar with our operations, and there was no solicitation
in connection with the issuance.
On December 3, 2014, we issued twenty one million
six hundred forty two thousand eight hundred and fifty seven (21,642,857) shares of our common stock, restricted in accordance
with Rule 144, to one (1) individual for the conversion of convertible securities. The issuance was exempt from registration
pursuant to Rule 506 under Regulation D, the investor is sophisticated and familiar with our operations, and there was no solicitation
in connection with the issuance.
None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted
to any of the purchasers.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed as
part of this Current Report on Form 8-K.
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.
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Cross Click Media Inc. |
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Date: |
December 11, 2014 |
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/s/
Kurtis A. Kramarenko |
By: |
Kurtis A. Kramarenko |
Title: |
President and CEO |
AN AGREEMENT BETWEEN the
FOUNDATION FOR A GREATER AMERICA, INC.,
&
CROSSCLICK MEDIA, INC.
This AGREEMENT
(“Agreement”) is entered into on December 2, 2014, by and between the Foundation For A Greater America, Inc.
(“FFAGA”) having an office address at PO Box 3587, Tustin, CA 92781 and CrossClick Media, Inc. (“CCM”),
having an address at 8275 S. Eastern Ave., Suite 200-661, Las Vegas, NV 89123. This Agreement is to identify the terms and the
process structure by which CCM will provide Master Contractor services to FFAGA.
As the Master
Contractor, CCM’s responsibilities include, but are not limited to: Identifying call centers that may want to participate
in the process of reaching out to contributors on behalf of FFAGA and our dba, Voters for Hillary; accounting of all of the transactions
(contributions), as well as the charges related to any and all other services and expenses, including but not limited to refunds/chargebacks,
reserve accounts, access to dialers / phone system, usage fees, processing fees for those call centers that join our team; supply
of call lists to the various call centers; etc., shall be CCM, the Master Contractor in concert with FFAGA. The revenue for this
Agreement is tied directly to contributions from each call signed up and overseen by CCM and the commission structure is outlined
in the Addendum “B”.
WHEREAS,
FFAGA is a political action committee (“SUPERPAC”) registered with the Federal Elections Commission (“FEC”)
and their campaign, Voters for Hillary; and
WHEREAS,
CCM desires to act as a Master Contractor providing services such as: agent in sourcing and vetting potential call center operations
to participate in the FFAGA / VotersforHillary.com campaign; a compliance officer, to ensure continued compliance with the Voters
for Hillary processes and requirements; a liason to relay information, scripts, invoices, rules, requirements and restrictions
for operating. These are vital services for the Foundation for a Greater America, Inc., as it allows FFAGA to focus on the processes
of program building, advertisement creation, and other creative aspects.
NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained in this Agreement, the receipt of which hereby is acknowledged,
it is agreed as follows:
| 1) | FFAGA/VfH
hereby authorize CCM to act as a Master Contactor, providing the various services described
above and to receive a fee as a percentage of the contributions generated by the call
center operations that CCM has recruited and approved to call on behalf of FFAGA/VfH.
Further, to act as an emissary: translating the compensation model; scripts; processes
for pledges, and contributions; invoicing; and facilitating communications between the
Foundation and the respective call centers. The compensation model for CCM as well as
for the prospective call centers are both spelled out, as are the reserve fund details
and processes in Addendum “B” attached.
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| 2) | CCM
agrees to provide the call centers with any / all services that are required to successfully
accomplish the prospecting of contributors within the guidelines established by FFAGA/VfH.
They will provide information about what technology is required to utilize / access our
processing of the contributions, they will provide an ongoing source of prospect lists,
and potentially access to their phone system and auto-dialer (“Five 9”).
This system “Five 9” is managed directly by CCM and
will be provided to call centers that desire to avail themselves of the
advantages that the “Five 9” system offers. The fee schedule that we typically
offer out the system has been removed from Addendum A as it is CCM’s system. However,
the fees for processing pledge letters are outlined in Addendum “A”
attached. While prospective call lists will provided either at no charge by FFAGA/VfH,
they must be fully worked before being replaced or augmented (for which our definition
of “fully worked” means at least six (6) attempted contacts per name). |
| 3) | From
the date of this Agreement, CCM and their respective call center recruits hereby agree
to assume full responsibility for, and to save, defend, protect and indemnify and otherwise
hold FFAGA/ VfH, its parent and subsidiaries, and their respective officers, directors
and employees, harmless of, from and against all claims, demands, proceedings, suits
and actions and liabilities, losses, expenses and costs (including reasonable attorney’s
fees) incurred by them in connection therewith or otherwise (collectively, “Indemnified
Costs”), arising from any act, omission or failure to act by CCM or any recruited
individual call center. All recruited entities will have to do the same. |
| 4) | All
fees for capturing contributions for Voters for Hillary will be as shown in SCHEDULE
B attached.
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| 5) | a)
This Agreement may be terminated by either party with sixty (60) days written notice
to the other without cause. However, any existing contribution stream being generated
from existing call centers will continue to pay commissions (albeit at a lower rate (see
Addendum “B”), due to the void created when the Agreement is terminated
and CCM is no longer providing the liaison services, call lists, compliance functions,
etc. (see Section 1 above – “They will act as an emissary: translating the
compensation model; scripts; processes for pledges, and contributions; and relaying concerns
between all parties”), for a period of one hundred and eighty (180) days from the
date of notice to terminate or the Presidential Election in November 2016, whichever
is first, and will terminate all responsibilities of FFAGA/VfH to pay and monies to CCM.
However, any call center that provided zero contributions in a forty-five consecutive
days – roughly six (6) weeks, will be deemed to have ceased efforts and will be
sent a letter to that end. This will be viewed as a de facto termination notice, and
all commissions due at that time will be scheduled for payment on the next pay date and
any successive contributions from contributors that they originally contacted that is
either a first or second contribution, will not be paid out since no notice was provided.
All payments will be subject to processing costs and reserve requirements. The reserve
pool will unwind over the period of the rolling reserve calculation. CCM will be subject
to the same reserve account processing, as no commissions will be paid to a call center
or a Master Contract on bounced checks, chargebacks or refunds to any entity. |
d) However, if this Agreement
is terminated for cause, then notice of the cause must be fully spelled out and CCM will have ten (10) business days to cure the
issue. If cured, then nothing will change in the Agreement. However, if the same “cause” is found to occur more than
once, there will be NO cure period for repeated offenses. If the situation is not cured within the ten (10) business day window,
then the Agreement shall cease at expiration of the window to cure (the 11th business day following notice to cure),
and no additional commissions shall be paid on any contributions from existing call centers. Cause will be outlined in Addendum
“C”.
e) If an Agreement with one
or more of the recruited call center entities is terminated for cause, it would have direct impact on this Agreement, unless CCM
McDonald also involved in the issue. If an individual referred Call Center Agreement is terminated for cause, there will be no
further commissions paid out to that call center or to the Master Contractor, CCM.
| 6) | As
of the date hereof, FFAGA/VfH and CCM are not subject to any pending or threatened litigation,
civil or criminal, by any person, or to any pending or threatened proceeding or investigation,
before a court, arbiter or government agency that would impede their respective abilities
to fulfil the terms of this Agreement. |
| 7) | This
Agreement supersedes any and all prior agreements, written or oral, between FFAGA/VfH
and CCM. Further, this Agreement may be amended only by written Agreement of the FFAGA
and CCM specifically referring to the provision to be amended. Any provision of this
Agreement may be waived only by an instrument in writing, signed by the party or parties
against who or which enforcement of such waiver is sought specifically referring to the
provision to be waived. The failure of any party hereto at any time to require the performance
by any other party hereto of any provision hereof shall in no way affect the full right
to require such performance at any time thereafter, nor shall the waiver by any party
hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding
breach of such provision, a waiver of the provision itself, or a waiver of any other
provision of this Agreement. |
| 8) | Any
notice of other communication required or permitted under this Agreement shall be effective
only if it is in writing, faxed, emailed, delivered personally or sent by registered
or certified mail, postage prepaid addressed as follows: |
Foundation For A Greater America, Inc. |
CrossClick Media, Inc. |
Attn: Michelena Thompson |
Attn: Kurtis A. Kramarenko |
Assistant Treasurer
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President and Chief Executive Officer |
PO Box 35877 |
8275 S. Eastern Ave., Suite 200-661 |
Tustin, CA 92781 |
Las Vegas, NV 89123 |
miichelena@FFAGA.org |
Kurt@CrossClickMedia.com |
(Ofc) 949-201-1301 |
(Ofc) 855-873-7992 |
| 9) | If
either party is required to bring an action or proceeding to enforce the terms of this
Agreement, the prevailing party shall be entitled to recover costs incurred and reasonable
attorney’s fees from the other party.
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| 10) | If
any provision, or part thereof, of this Agreement is judicially declared invalid, void
or unenforceable, each and every other provision, or part thereof, nevertheless shall
continue in full force and effect, and the unenforceable provision shall be changed shall
be changed or interpreted so as best to accomplish the objectives and intent of such
provision within the limits of applicable law. |
| 11) | The
failure of either party to enforce any of its rights hereunder or at law shall not be
deemed a waiver or a continuing waiver of any of its rights or remedies against the other
party, unless such failure or waiver is in writing. |
| 12) | This
Agreement is binding upon and is for the benefit of the parties hereto and their respective
successors, heirs, executors, administrators, legal representatives and permitted assigns.
This Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of California without regards to conflicts of law
principles, and may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. |
(The balance of this page
intentionally left blank)
IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.
Foundation For A Greater America, Inc. dba
Voters for Hillary
By: /s/ Mickey Thompson
Mickey Thompson, Assistant Treasurer
CrossClick Media, Inc.
By: /s/ Kurtis Kramarenko
Kurtis Kramarenko, President
(The balance of this page intentionally
left blank)
ADDENDUM “A”
Redacted.
ADDENDUM “B”
Redacted.
ADDENDUM “C”
The reason for termination with Cause are still be vetted with our attorney,
but will include:
Fraud;
Larceny; misappropriation; failure to act within the parameters provided by FFAGA; any action or inaction deemed to be inappropriate
with contributors; any action or inaction that might lead to any type of negative action by the FEC or any other governmental
regulatory agency regarding calling or conversations with prospective contributors, etc. As for DRTV / Christine McDonald’s
role in anything like this, since they would not be directly acting to raise contributions, it would include knowledge, tacit
or direct support for the activity, or intentional misleading statements or messages (including, but not limited to mail,
email, tweets or any other electronic communication) that would show involvement in any activity that would or could lead
to disciplinary action by any regulatory entity.
Again,
this is still being formulated and any input you might have could be helpful.
ADDENDUM “D”