Current Report Filing (8-k)
August 01 2017 - 5:14PM
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
July
25, 2016
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
5.01 Changes in Control of Registrant
Pursuant
to Master Agreement (e.g. previously disclosed on a Form 8-K Current Report) between, KSIX Media Holdings, Inc., a Nevada corporation
(“Company”), True Wireless, LLC, an Oklahoma limited Liability Company (“True Wireless”), and certain
members of True Wireless, Carter Matzinger transferred ownership of 7,500,000 shares of Class “A” Preferred Stock
to Kevin Brian Cox (“Cox”) effectively providing Cox with voting control of the Company in all matters related to
the shares of Common Stock of the Company.
Item
5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On
or about July 25, 2017, the Company received and accepted the resignation of Clinton Coldren (“Coldren”) as a director
of the Company. On such same said date, the Company nominated and approved Cox as Coldren’s successor pursuant to a unanimous
vote of its Board of Directors by Written Consent pursuant to N.R.S. Chapter 78.315 and the Company’s bylaws.
On
or about July 26, 2017, the Company received and accepted the resignation of Carter Matzinger (“Matzinger”) from all
officer positions he held with the Company (e.g. Chief Executive Officer, President, Treasurer, and Secretary). On such same said
date, the Company’s Board of Directors nominated and approved the following new officers of the Company pursuant to a unanimous
vote of its Board of Directors by Written Consent pursuant to N.R.S. Chapter 78.315 and the Company’s bylaws: (1) Cox as
the new Chief Executive Officer, President, Secretary, and Treasurer; and (2) Anthony P. Nuzzo Jr. as the Company’s Chief
Strategy Officer. Additionally, pursuant to this same Written Consent dated July 26, 2017, the Company’s Board of Directors
nominated and unanimously approved naming Cox as the Chairman of the Board of the Company. Matzinger retained his position as
a director of the Company.
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.
Not
Applicable
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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KSIX
MEDIA HOLDINGS, INC.
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DATE:
August 1, 2017
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By:
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/s/
Kevin Brian Cox
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Name:
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Kevin
Brian Cox
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Title:
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President
and Chief Executive Officer
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