Current Report Filing (8-k)
April 03 2017 - 7:02AM
Edgar (US Regulatory)
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 Exchange Act of 1934
March
30, 2017
Date
of Report (Date of earliest event reported)
KSIX
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52522
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98-0550352
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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10624
S. Eastern Ave., Suite A-910
Henderson,
NV
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89052
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(Address
of principal executive offices)
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(Zip
Code)
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(702)
701-8030
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 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))
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
Master
Agreement for the Exchange of Common Stock, Management, and Control
On
or about December 7, 2016, KSIX Media Holdings, Inc., a Nevada corporation (“KSIX”), entered into a Master Agreement
for the Exchange of Common Stock, Management, and Control (the “ Exchange Agreement”) with True Wireless, LLC, an
Oklahoma Limited Liability Company (“TWL”) and the equity members of TWL (the “Members”).
Kevin
Brian Cox (“Cox”), a resident of the State of Tennessee, is the sole owner of all of TWL’s issued and outstanding
membership interests, either directly in his own name or indirectly through EWP Communications, LLC, a Tennessee limited liability
company also wholly owned by Cox. Additionally, under the Exchange Agreement, the KSIX, executed and entered into a “Management
and Marketing Agreement” (“Management Agreement”) with Cox.
Pursuant
to the Management Agreement, the KSIX will act as the manager of TWL until such time as the Exchange Agreement and the transactions
contemplated thereby are approved by the FCC. At this time a final closing of the Exchange Agreement will occur and TWL will then
become a wholly-owned subsidiary of KSIX.
First
Addendum to Master Agreement for the Exchange of Equity, Management, and Control
On
or about March 30, 2017, KSIX, TWL and the Members executed a First Addendum to the Master Agreement for the Exchange of Common
Stock, Management and Control (previously executed on or about December 7, 2016 as set forth above) extending the time for all
material deadlines contemplated therein by thirty (30) days so as to allow all parties to complete the necessary tasks required
for closing on or about May 1, 2017.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Business Acquired.
Not
Applicable
(b)
Pro forma Financial Information
.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
10.1
– First Addendum to Master Agreement for the Exchange of Equity, Management, and Control
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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NORTH
AMERICAN ENERGY RESOURCES, INC.
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DATE:
April 3, 2017
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By:
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/s/
Carter Matzinger
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Name:
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Carter
Matzinger
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Title:
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President
and Chief Executive Officer
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