HLWD Almost Never Films Inc (CE)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 9, 2015

 

SMACK SPORTSWEAR, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

000-53049		26-0685980
(Commission File Number)		(IRS Employer Identification No.)

 

20316 Gramercy Place

Torrance, CA 90501

(Address of Principal Executive Offices, Zip Code)

 

310-787-1222

(Registrant's Telephone Number, Including Area Code)

 

 

(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):

 

☐    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))

 

 

 

Section 1-Registrant’s Business and Operations

Item 1.01. Entry into a Material Agreement

 

On November 9, 2015, Smack Sportswear, Inc. (the "Company"), entered into a letter of intent with Almost Never Films Inc., an Indiana company ("Almost Never"), to acquire Almost Never by issuing to the two shareholders of said company 100,000,000 shares of common stock of the Company. As a result of the proposed transaction, Almost Never would become a majority owned subsidiary of the Company and the board of the Company will consist of persons appointed by Almost Never. The company feels that it is in the best interests of shareholders to maximize value with respect to this transaction. Almost Never has proprietary relationships with the entertainment industry in both the United States and China.

 

The closing of the proposed transaction is conditioned on several terms, including the satisfactory due diligence by each party of the other, the liabilities of the Company not to exceed $50,000 and the filing of a Current Report on Form 8-K with respect to Almost Never. It is the intent of the parties that the definitive agreement will be executed and delivered by November 30th.

 

For all the terms and conditions of the letter of intent, reference is hereby made to such agreement annexed hereto as Exhibit 10.1. All statements made herein concerning the foregoing agreement are qualified by reference to said Exhibit.

 

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 

10.1	Letter of Intent, dated November 9, 2015, between Smack Sportswear, Inc. and Almost Never Films Inc.

 

 

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.

 

	SMACK SPORTSWEAR, INC.
	By:	/s/ Doug Samuelson
	Name:	Doug Samuelson
	Title:	Interim Chief Executive Officer
		and Chief Financial Officer

 

Date: November 10, 2015

 

 

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 Exhibit 10.1

 

Smack Sportswear Inc.

 

November 5, 2015

 

Almost Never Films

 

Re:

Transaction with Smack Sportswear

 

Gentlemen:

 

This Letter of Intent (this "Agreement") shall set forth our mutual agreement regarding a transaction whereby the two shareholders of Almost Never Films Inc., an Indiana company ("Almost Never") shall be issued 100,000,000 shares of Smack Sportswear Inc., a Nevada company (the "Company") in consideration for the acquisition by the Company of 100% of the issued and outstanding stock of Almost Never.

 

As a result of the transaction, Almost Never shall become a wholly-owned subsidiary of the Company and the board of directors of the Company shall consist of persons appointed by Almost Never.

 

The closing of the contemplated purchase is subject to the following terms:

 

(i)

Each party performing its full due diligence over the other and being fully satisfied in its sole and absolute discretion with such investigation;

 

(ii)

Execution and delivery of documentation appropriate for the transaction in form and substance mutually acceptable to both parties, including without limitation, representations and warranties regarding the outstanding liabilities of Smack Sportswear, which shall not exceed more than $50,000 in the aggregate;

 

(iii)

The shareholders of Almost Never being satisfied with the indemnification of them by the Company; and

 

(iv)

The filing of a Current Report on Form 8-K and a Schedule 14f-1, in accordance with the rules and regulations of the Securities and Exchange Commission, with respect to the transactions contemplated by the definitive agreement and the resignation of the current officers and directors of the Company.

 

Subject to the forgoing, it is the intent of the parties that a definitive purchase and sale agreement with respect to the transactions contemplated in this Agreement shall be executed and delivered no later than November 30, 2015 and the parties shall use their best efforts to achieve same.

 

 

Each party shall enable the officers, independent certified public accountants, counsel, bankers and other representatives of the other access to its properties, books, records, personnel, business and other commercial relationships, and will fully cooperate in order that such party may have full opportunity to make such investigation as it reasonably desires to make of the other.

 

Each party shall cooperate fully with the other in furnishing any necessary information required in connection with the preparation, distribution and filing with the Securities and Exchange Commission and any other government or regulatory agencies or stock exchanges.

 

In consideration of the above, the Company shall not, nor will it permit any of its officers, directors, employees, stockholders, agents, representatives (including, without limitation, brokers and financial advisors) or any other person acting on behalf of the Company, to, directly or indirectly, solicit, negotiate and/or accept any offer to acquire any of its securities until the execution and delivery of definitive agreements with respect to the contemplated transaction.

 

Until the closing of the contemplated transaction, or termination of the transaction in accordance with the definitive agreement, the Company shall use its best efforts to preserve and maintain its business and shall conduct its business only in the normal and ordinary course, other than reducing its liabilities and obligations. The Company shall not, among other things, do any of the following: (i) enter into any transaction or (ii) enter into, assume or become bound or obligated by any agreement, contract or commitment or extend or modify the terms of any presently existing agreement which (a) involves the payment of greater than $500 per annum or that extends for more than one year and for such agreements in the aggregate such payment shall not exceed $1,000, (b) increases the compensation of any officer, director or employee of the Company, (c) involves any payment or obligation to any third party other than those currently due and payable or to maintain its status as a public company, or (d) establishes any new, or modify any existing, employee benefit, compensation or stock plan; or (iv) declares or pays any dividends or make any distribution to its shareholders or pay any bonuses or make any payments to its officers, directors or employees; or (v) grants any share options or issue any shares or any other securities; or (vi) hires any employees or consultants.

 

Each party shall bear its own expenses and costs related to the transaction, including, without limitation, attorneys' fees and disbursements.

 

Except as required by applicable law, neither party shall disclose nor permit its officers, representatives, agents or employees to discuss the existence or terms of this Agreement to any third party without the prior written consent of the other.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed therein without giving effect to conflict of law principles.

 

  

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No assignment of this Agreement or any right or obligation hereunder made be made by the parties and any such attempted assignment shall be void.

 

This Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

If the foregoing accurately sets forth our agreement, please execute where indicated below and return a fully executed copy of this Agreement to our attention, whereupon this Agreement shall become a valid and binding agreement between us in accordance with the terms hereof.

 

	SMACK SPORTSWEAR, INC.
	By:	/s/ Doug Samuelson
	Name:	Doug Samuelson
	Title:	Chief Executive Officer

 

AGREED AND ACCEPTED:

 

ALMOST NEVER FILMS

 

By:	/s/ Danny Chan
Name:	Danny Chan
Title:	Chief Executive Officer

 

 

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