U.S.
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
Date
of
Report (date of earliest event reported): September 12, 2007
SKRM
Interactive Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
|
000-24370
|
33-0611748
|
|
(Commission
File No.)
|
(IRS
Employer Identification
No.)
|
11637
Orpington Street
Orlando,
Florida 32817
(407)
207-0400
(Address
and telephone number of principal executive offices and place of
business)
(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)
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13ed-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
September 12, 2007, SKRM Interactive, Inc. (the “Company”), Jeffrey Martin,
Sector 10 Services-USA, Inc. (“Sector 10 Services”), Sector 10 Holdings, Inc.
(“Sector 10 Holdings”) and the Pericles DeAvila Institute for Humanitarian
Studies (the “Deavila Institute”) entered into a Stock Exchange Agreement (the
“Exchange Agreement”) setting forth the terms and conditions upon which the
Company and the other parties thereto propose to consummate a stock exchange
transaction pursuant to which Sector 10 Holdings and the Deavila Institute
would
transfer to the Company 75% of the issued and outstanding shares of common
stock
of Sector 10 Services in exchange for (i) the Company’s issuance and delivery to
Sector 10 Holdings and the Deavila Institute of 47,058,824 and 2,941,176
newly-issued shares of the Company’s common stock (the “Common Stock”),
respectively, and (ii) Mr. Martin’s transfer and delivery to Sector 10 Holdings
and the Deavila Institute of 14,117,674 and 882,353 outstanding shares of Common
Stock, respectively (collectively, the “Sector 10 Transaction”).
The
Exchange Agreement contemplates that the Sector 10 Transaction will be
consummated following the Company obtaining approval of a majority of its
shareholders to amend the Company’s Certificate of Incorporation in order to
increase the authorized capital of the Company to a total of 200,000,000 shares
of capital stock, consisting of 199,000,000 shares of Common Stock and 1,000,000
shares of preferred stock. The consummation of the Sector 10 Transaction is
also
subject to the completion or waiver of other closing conditions, such as the
delivery of certificates evidencing the shares of Common Stock and the common
stock of Sector 10 Services to be issued, transferred or delivered, as
applicable, pursuant to the terms of the Exchange Agreement, delivery of
officers’ certificates confirming the accuracy of certain statements set forth
in the Exchange Agreement and the delivery of certificates of good standing
issued by the appropriate state governmental authorities confirming the good
standing of the applicable party under the laws of the jurisdiction of its
incorporation.
The
Exchange Agreement also contains representations and warranties of the Company,
on the one hand, and Sector 10 Services and the Deavila Institute, on the other
hand, regarding the business operations and financial condition of the Company
and Sector 10 Services, respectively. The Exchange Agreement also obligates
the
Company, Sector 10 Services and the Deavila Institute to indemnify other parties
to the Exchange Agreement for claims arising out of misrepresentation or breach
of any of the warranties, representations or covenants set forth in the Exchange
Agreement.
The
foregoing summary of the transactions contemplated by the Exchange Agreement
is
qualified in its entirety by reference to the Exchange Agreement. The
transactions described in the Exchange Agreement remain subject to the
satisfaction of conditions set forth therein, including the approval by the
holders of a majority of the issued and outstanding shares of Common Stock
of
the proposal to increase the number of authorized shares of the Company’s
capital stock, as discussed above. There can be no assurance that the Company’s
shareholders will approve such a proposal, that the Company, Sector 10 Services,
Sector 10 Holdings and the Deavila Institute will be successful in their efforts
to consummate the transactions contemplate by the Exchange Agreement, or that,
if such transactions are consummated, they will be consummated on identical
terms to those set forth above.
ABOUT
SECTOR 10 SERVICES
Sector
10
Services seeks to become a leading provider of pre-deployed emergency life
response equipment across a number of major metropolitan areas located in the
United States. The core focus of Sector 10 Services is on developing and
marketing first response solutions, utilizing two lines of patented products,
Mobile Response Units (“MRU”) and Stationary Response Units (“SRU”). Sector 10
Services intends to position its product offerings to market and address the
city-centric emergency needs of larger metropolitan areas with the Pericles
LogiX System. The Pericles LogiX System is a structured and integrated emergency
solution designed to pre-deploy emergency and disaster response equipment in
multi-story residential and commercial buildings. Sector 10 Services is the
exclusive provider of the Pericles LogiX System in the United States. Sector
10
also offers the SRU and MRU product lines, which are designed to provide
emergency safety services in large metropolitan areas. Sector 10 has completed
development and production of the initial MRU product, has commenced test
marketing and sales of the units.
.
SECTOR
10
PRODUCTS/SERVICES
Sector
10’s core focus is on first response solutions, utilizing its MRU and SRU
products. Sector 10 believes both product lines represent significant advances
in emergency response systems and evacuation aids. In addition to marketing
and
sale of the MRU and SRU products, Sector 10 intends to provide replenishment
& maintenance, services customer service and education and training services
to purchasers of the MRU and SRU products. In an effort to expand its marketing
and sales efforts, Sector 10 proposes to increase product sales by facilitating
financial arrangements through private or municipal financing sources.
Major
markets identified by Sector 10 include Multi-Story Buildings,
Construction/Industrial Sites, Schools, Hospitals and Hazmat/Decontamination
First Responder Teams
The
multi-story building market is the initial target market for Sector 10. Sector
10 intends to focus the promotion of MRU and SRU products to multi-story
building owners, managers and tenants. In particular, Sector 10 intends to
target the top 20 building managers in the UNITED States. Sector 10 believes
there are over 6 million buildings in the United States, of which approximately
943,000 are over 7 stories and 400,000 are skyscrapers. Sector 10 believes
the
large number of multi-story buildings in the United States creates an attractive
marketing opportunity.
SECTOR
10
COMPETITION
Sector
10
is not aware of any direct competition for the MRU product line. Sector 10
has
not identified any enterprise currently manufacturing or marketing a
pre-packaged, pre-deployable emergency response unit. Within the market Sector
10 has identified above, Sector 10 intends to provide a new channel of
distribution in the emergency response market. The distributors of the thousands
of existing medical safety and communications products are potential customers
of Sector 10 because the MRU is a new way to communicate, store, deliver, deploy
and stage emergency relief and products. Those who specialize in safety and
emergency products are typically a division or subsidiary of a larger
organization.
FORWARD
LOOKNG STATEMENTS
In
addition to historical information, this Report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995. These forward-looking statements include statements regarding the
anticipated terms and conditions of a transaction which the Company has not
consummated, which is subject to unfulfilled conditions and which may never
be
consummated. Such statements encompass the Company’s beliefs, expectations,
hopes or intentions regarding future events. Words such as “expects,” “intends,”
“believes,” “anticipates,” “should,” “likely” and similar expressions identify
forward-looking statements. All forward-looking statements included in this
Report are made as of the date hereof and are based on information available
to
the Company as of such date. The Company assumes no obligation and does not
intend to update any forward-looking statement. Actual results will vary, and
may vary materially, from those anticipated, estimated, projected or expected
for a number of reasons, including, among others: the ability of the Company,
Sector 10 Services, Sector 10 Holdings and the Deavila Institute to reach
agreement on the terms and conditions of the proposed transactions, the
willingness of third parties, whose actions are beyond the control of the
Company to facilitate the proposed transaction, potential regulatory scrutiny,
the Company’s failure to accurately forecast the response of the Company’s
shareholders to the proposed transaction and the challenges of competing
successfully in a highly-competitive and rapidly-changing industry. Other
factors that may cause actual results to vary from the Company’s expectations
include developments associated with fluctuations in the economy and the demand
for the products and services of the Company and Sector 10 Services; the
Company’s limited financial resources (even if the proposed transaction is
consummated); the Company’s ability to obtain capital necessary to pursue its
proposed plan of operations; variations in market and economic conditions;
the
degree and nature of competition; the ability of the Company and Sector 10
Services to expand their product and service offerings to new and existing
markets; and other unanticipated factors. Risk factors, cautionary statements
and other conditions which could cause actual results to differ from the
Company’s current expectations are contained in the Company’s filings with the
Securities and Exchange Commission, including the risk factors set forth in
the
Company’s most recently filed Annual Report on Form 10-KSB and Quarterly Report
on Form 10-QSB. All forward-looking statements are qualified in their entirety
by this cautionary statement.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered
Sales of Equity Securities
Registrant
sold a total of 50,000,000 shares of common stock, pursuant to the Exchange
Agreement as follows:
Sector
10
Holdings:
47,058,824
Deavila
Institute:
2,941,176
There
was
no underwriter involved in this transaction. The shares were sold pursuant
to
the Exchange Agreement for 75% of the shares of Sector 10 Holdings pursuant
to
an exception from registration, as contemplated by Section 4(2) of the
Securities Act of 1933, as amended.
Section
5 -- Corporate Governance and Management
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Effective
as of September 17, 2007, the following have resigned as executive officers
and
directors of the Company:
| Charles
Camorata |
President
and Director
|
| Karen Aalders |
Secretary and
Director |
Each
of
Mr. Camorata and Ms. Aalders has stated in his or her respective resignation
letter that his or her resignation does not in any way imply or infer that
there
is any dispute or disagreement between such individual and the Company relating
to the Company’s operations, policies or practices.
Each
of
Mr. Camorata and Ms. Aalders has been provided a copy of the disclosure set
forth in this Report, no less that the day the Company is filing this Report
with the Commission. Each of Mr. Camorata and Ms. Aalders will be given an
opportunity to furnish the Company with a letter or response, that he or she
agrees with the statements made by the Company in this Section 5.02, and if
not,
stating the respects in which he or she does not agree.
The
following individuals have been appointed as directors of the Company, effective
as of September 17, 2007, to the positions indicated:
|
Name
|
Age
|
Position
|
|
Pericles
DeAvila, President
|
37
|
President
and Director
|
|
Alan
Rouleau
|
47
|
Vice-President
and Director
|
|
Cristy
A. DeAvila
|
39
|
Secretary/Treasurer
|
Pericles
DeAvila, President and Director
Pericles
DeAvila has served as the President and Chief Executive Officer of Sector 10
Services and Sector 10 Holdings since 2002, and is the inventor of the Pericles
LogiX System and the MRU and SRU products. He has had entrepreneurial experience
nationally and internationally. His experience in leading large groups of people
was expanded when he continued his construction experience as the
commercial/industrial construction manager for 11 years on large projects in
Silicon Valley CA and in the Seattle WA area. In 1991 Mr. DeAvila was a
co-founder of Dagcon General Construction, a 375-employee subcontractor in
the
San Francisco area in the mid 1990’s. Mr. DeAvila organized a team of
architectural, engineering minds to convert existing residential construction
methods into new construction technologies. These efforts lead to the
construction of metal frame residential homes in the Bay Area. After moving
to
the State of Washington in 1994, Mr. DeAvila founded DeAvila Homes in 1995,
a
condominium development company in Seattle WA. Mr. DeAvila is fluent in
Portuguese, Italian, French, Spanish, as well as English. He is the recipient
of
a Congressional National Leadership Award and was appointed as special advisor
to the Chairman of the Congressional Committee on the Business Advisory
Council.
Alan
Rouleau, Vice President and Director
Alan
Rouleau is a construction industry professional in Seattle, WA. Mr. Rouleau
has
more than 25 years of multifaceted experience in the leadership of business
and
construction operations. He is an accomplished, successful professional in
major
program/general management roles over teams of eight plus professionals. He
was
the founder of a drywall company in 1984 that serviced the residential and
light
commercial industry in the Manchester, NH area. Mr. Rouleau has worked on
projects such as the Adobe Waterfront, an architectural design project in the
Seattle area. He also led a team of more than one hundred construction
professionals responsible for construction and scheduling for a two-year
contract at Safeco Field in Seattle, WA. Mr. Rouleau’s experience includes the
development and implementation of safety plans in multiple construction
scenarios. This process includes assessment, accident prevention, designating
competence training and resource allocation to help companies become more
profitable by implementing practical safety plans. Mr. Rouleau served in the
US
Marine Corps from 1978-1982. Mr. Rouleau is an avid sportsman and globe trekker.
He has traveled to 39 countries and has climbed some of the world’s largest
mountains, such as Mt. Kenya in Africa and Mont Blanc in Europe. He is fluent
in
French.
Cristy
A. DeAvila, Secretary/Treasurer and Director
Ms.
DeAvila is a technology professional possessing a comprehensive knowledge of
telecommunications and data convergence industry trends to enhance business
processes. She is an experienced liaison between regulators, vendors, commercial
customers and international business owners. From 2003 until 2007, she served
as
the Vice President of United Carrier Network, Inc., a telecommunications company
located in Bluffdale, Utah, with responsibility for oversight of a 120 million
dollar budget. From 1999 until 2003, Ms. DeAvila was a homemaker. From 1998
until 1999, Ms. DeAvila was Director of Long Distance Services for McLeod USA
Communications, Inc. She had corporate responsibility for contract negotiations
and vendor/sales relationships. She provided technical expertise and support
for
product development. Ms. DeAvila managed six departments of network
administration including project development, traffic engineering, provisioning,
private line optimization, line costs and vendor relations. She had line cost
responsibility of $15 million per month and was able to institute a cost
reduction program resulting in a $3.5 million savings to the company. From
1990
until 1998, Ms. DeAvila was the Director of Network Services for Access
Communications, Inc., where she had responsibility for contract negotiations,
vendor/sales relationships and product and sales support for technical, pricing
and costing requirements. Ms. DeAvila is the spouse of Pericles
DeAvila.
Section
9 -- Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
|
|
(a) |
Financial
Statements -
to be filed by amendment
|
| |
(b) |
Pro forma financial
information - to be filed by amendment |
|
|
Exhibit
10.1 |
Stock
Exchange Agreement, dated September 12, 2007, by and among SKRM
Interactive, Inc., Jeffrey Martin, Sector 10 Services - USA, Inc.,
Sector
10 Holdings, Inc. and the Pericles DeAvila Institute for Humanitarian
Studies
|
| |
Exhibit 17.1 |
Resignation Letter of Charles
Camorata |
| |
Exhibit 17.2 |
Resignation Letter of Karen
Aalders |
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.
Dated: October
11, 2007
| |
SKRM
Interactive Inc.
By: Pericles
DeAvila
Pericles
DeAvila,
President
|