Current Report Filing (8-k)

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

Date of Report (Date of earliest event reported) August 19, 2014

SaasMAX, Inc.

(Exact name of registrant as specified in its charter)

NEVADA		000-54504		27-4636847
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3254 Prospect Ave.
La Crescenta, CA		91214
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (818)-249-1157

Not applicable

(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:

      .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))

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ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Technology Acquisition Agreement

On August 19, 2014, SaaSMax, Inc. ("SaaSMax") and SaaSMax’s wholly-owned subsidiary, Nouveau Ventures Inc. (“Nouveau”) entered into a Technology Acquisition Agreement (the “Technology Acquisition Agreement”) dated August 19, 2014 with David St. James (the “Inventor”). Closing of the Technology Acquisition Agreement will occur on August 23, 2014. Under the terms of the Technology Acquisition Agreement, the Inventor will assign his right, title and interest in a patented technology for optimizing airflow to internal combustion engines to create more power (the “Technology”) and inventions utilizing the Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”) in consideration of the following:

1.

Issuance to the Inventor of 200,000 shares of the common stock of SaaSMax (the “Shares”) at a deemed price of $0.25 per share. The Shares are held in the custody of SaaSMax’s legal counsel to be released to the Inventor on the following schedule:

(a)

50,000 Shares released on Closing;

(b)

50,000 Shares released four (4) months after Closing;

(c)

50,000 Shares released eight (8) months after Closing; and

(d)

50,000 Shares released twelve (12) months after Closing.

Notwithstanding that the Shares are held in custody and are not released to the Inventor, all voting and dividend rights in respect of the Shares accrue to the Inventor and he is entitled to exercise such rights and receive such benefits in respect of the Shares.

In the event of termination of the Technology Acquisition Agreement, any Shares not released, or scheduled to be released in the next 30 days from the date of termination shall be returned to SaaSMax for cancellation and the Inventor shall have no further rights in respect of such Shares. The Inventor shall execute any stock powers or other documents necessary to give effect to such cancellation and hereby appoints SaaSMax as his attorney for such purposes.

2.

The Inventor also retained a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month (the “Minimum Royalties”).  

3.

As further consideration for the sale, assignment and transfer of the Technology, Nouveau and SaaSMax agreed to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

Nouveau has the right to sub-license its interest in the Technology, subject to the Inventor being paid 30% of all revenues obtained through sub-licensing.

At Closing, the Inventor will be appointed as Vice-President, Secretary and a Director of SaaSMax.

A copy of the Technology Acquisition Agreement is attached as an exhibit to this report.

Agreement and Plan of Merger and Name Change

On August 20, 2014, SaaSMax, Inc. ("SaaSMax") entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Nouveau Ventures Inc. whereby effective September 8, 2014, Nouveau Ventures Inc. will be merged with and into SaaSMax, with SaaSMax being the surviving company and changing its name to “Nouveau Ventures Inc.”  

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ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits

Exhibit Number		Description of Exhibit
10.1		Technology Acquisition Agreement dated August 19, 2014 among SaaSMax, David St. James and SaaSMax’s wholly-owned subsidiary, Nouveau Ventures Inc.
10.2		Agreement and Plan of Merger dated August 20, 2014 between SaaSMax, Inc. and Nouveau Ventures Inc.

SIGNATURE

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.

SAASMAX, INC.

Date: August 21, 2014

By:

/s/ Rob Rainer

Rob Rainer,

Chief Executive Officer and Chief Financial Officer

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EXHIBIT 10.1

TECHNOLOGY ACQUISITION AGREEMENT

THIS AGREEMENT made effective as of the 19th day of August, 2014

BETWEEN:

DAVID ST. JAMES of 3395 S. Jones Blvd., #169, Las Vegas NV 89146

(hereinafter called the “Inventor”)

OF THE FIRST PART

AND:

NOUVEAU VENTURES INC., a Nevada corporation, having its registered office at 1859 Whitney Mesa Drive, Henderson, NV  89014

(hereinafter called “Nouveau”)

OF THE SECOND PART

AND:

SAASMAX, INC., a Nevada corporation, having its registered office at 1859 Whitney Mesa Drive, Henderson, NV  89014

(hereinafter called “ParentCo”)

OF THE THIRD PART

WHEREAS:

A.

The Inventor is the owner of a technology for optimizing airflow to internal combustion engines to create more power (the “Technology”) and inventions utilizing the Technology that are the subject of United States Patent No. US 7,849,840 (the “Patent”); and

B.

The parties have agreed to enter into this Agreement to reflect the sale by The Inventor and the purchase by Nouveau of the Technology involving the Patent;

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS

1.

In this Agreement:

(a)

“Effective Date” means the date first set out in this Agreement;

(b)

“Improvement” means any modification or variant of the Invention, whether patentable or not, which, if manufactured, used, or sold, would fall within the scope of the Patent;

(c)

“Intellectual Property” means all know-how, patent rights, trade secret rights, process information, technical information, contract rights and obligations, designs, drawings, inventions and all other intellectual and industrial property rights of any sort related to or associated with the Invention and the Technology, including, but not limited to, the Patent;

(d)

“Invention” means the invention described in the Patent;

(e)

“Know-how” means all know-how, knowledge, expertise, inventions, works of authorship, prototypes, technology, information, know-how, materials and tools relating thereto or to the design, development, manufacture, use and commercial application of the Invention and the Technology;

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(f)

“Patent” means the patent described in Schedule “A” to this Agreement and any other patent that may be issued in connection with the Invention, the Technology or any Improvement; and

(g)

“Technology” means collectively, the Invention, the Patent, the Know-How and the Intellectual Property.

2.

Subject to the terms and conditions of this Agreement, including delivery of the consideration as provided in this Agreement, the Inventor hereby sells, assigns and transfers to Nouveau effective at closing, all of his right, title and interest in and to the Technology free and clear of all liens, charges, encumbrances and security interests.

3.

The Inventor shall assist Nouveau in every legal way to evidence, record and perfect the assignment evidenced by this Agreement and to apply for and obtain recordation of, and from time to time enforce, maintain and defend, the assigned rights embodied in the Patent.  

4.

If, after the Effective Date, the Inventor develops or discovers, or is co-developer or co-discoverer of any Improvement, then the Inventor shall promptly sell, assign and transfer the Improvement to Nouveau without the payment of any additional amounts or consideration.

5.

The Inventor shall communicate to Nouveau all Know-how and Intellectual Property in the possession of the Inventor which may reasonably be relevant to the design, manufacture, marketing and use of the Technology and the Invention.  The Inventor shall continue to communicate to Nouveau all such further Know-how and Intellectual Property as may later come into the Inventor’s possession.

6.

All Know-how and technical information in the possession of the Inventor which may reasonably be relevant to the design, manufacture, marketing, and use of the Technology and the Invention shall be deemed to be confidential information.  The Inventor shall not disclose or authorize the disclosure of such information to any third party, except as expressly permitted by Nouveau in writing and the Inventor shall take reasonable precautions to prevent the unauthorised disclosure to third parties of all such confidential information.  

CONSIDERATION

7.

In consideration for the sale, assignment and transfer of the Technology by the Inventor to Nouveau, ParentCo shall issue to the Inventor 200,000 shares of its common stock (the “Shares”).  

The Shares shall be held in the custody of ParentCo’s legal counsel and shall be released to the Inventor on the following schedule:

(a)

50,000 Shares released on Closing;

(b)

50,000 Shares released four (4) months after Closing;

(c)

50,000 Shares released eight (8) months after Closing; and

(d)

50,000 Shares released twelve (12) months after Closing.

Notwithstanding that the Shares are held in custody and are not released to the Inventor, all voting and dividend rights in respect of the Shares shall accrue to the Inventor and he shall be entitled to exercise such rights and receive such benefits in respect of the Shares.

In the event of termination of this Agreement, any Shares not released, or scheduled to be released in the next 30 days from the date of termination shall be returned to ParentCo for cancellation and the Inventor shall have no further rights in respect of such Shares.  The Inventor shall execute any stock powers or other documents necessary to give effect to such cancellation and hereby appoints ParentCo as his attorney for such purposes.

8.

The Inventor shall also be entitled to, from Closing, a royalty of 5% of gross revenues from the exploitation of the Technology, subject to minimum royalty payments of $1,500 per calendar month (the “Minimum Royalties”).  

9.

As further consideration for the sale, assignment and transfer of the Technology, Nouveau and ParentCo agree to make expenditures of $100,000 to develop and commercialize the Technology within twelve (12) months from Closing.

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SUB-LICENSING

10.

Nouveau will have the right to sub-license its interest in the Technology, provided that the Inventor shall be entitled to be paid 30% of all revenues obtained through sub-licensing.

APPOINTMENT

11.

At Closing, the Inventor shall be appointed as Vice-President, Secretary and a Director of ParentCo.

WARRANTIES AND REPRESENTATIONS

12.

The Inventor warrants and represents to Nouveau that:

(a)

The Inventor is the sole owner of the Invention, the Technology, the Patent, the Know-how and the Intellectual Property free and clear of all liens, charges, encumbrances and security interests;

(b)

The Inventor has the power to sell, assign and transfer all of its right, title and interest in and to the Invention, the Technology, the Patent, the Know-how and the Intellectual Property to Nouveau;

(c)

The Inventor has not made, granted or entered into any assignment, encumbrance, license or other agreement affecting the Invention, the Technology, the Patent, the Know-how and the Intellectual Property;

(d)

The Inventor is not aware of any violation, infringement or misappropriation of any third party's rights (or any claim thereof) by the ownership, development, manufacture, sale or use of the Invention, the Technology, the Patent, the Know-how and the Intellectual Property;

(e)

The use of the Technology by the Inventor has never given rise to any complaint alleging infringement of any patent, trademarks or other intellectual property rights of any other person;

(f)

The Inventor was not acting within the scope of employment of any third party when conceiving, creating or otherwise performing any activity with respect to the Invention, the Technology, the Patent, the Know-how and the Intellectual Property;

(g)

The Inventor is not aware of any questions or challenges with respect to the patentability or validity of any claims of any existing patents or patent pendings relating to the Invention, the Technology, the Patent, the Know-how and the Intellectual Property; and

(h)

The Patent has been filed with the appropriate patent authorities in accordance with all required laws and regulations and is in good standing.

EVENTS OF DEFAULT

13.

In the event that Nouveau shall default in its financial obligations under paragraphs 8 and 9 of this Agreement and such default is not cured on fifteen (15) days written notice, Nouveau shall re-assign the Patent and transfer the Intellectual Property to the Inventor.  On completion of the re-assignment and transfer set out above, the Inventor shall resign from all positions with ParentCo.

ENTIRE AGREEMENT

14.

This Agreement constitutes the entire agreement between the parties, relating to the subject matter hereof and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise.  

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HEADINGS

15.

The headings are inserted solely for convenience of reference and shall not be deemed to restrict or modify the meaning of the Articles to which they pertain.

MODIFICATION AND WAIVER

16.

No cancellation, modification, amendment, deletion, addition or other change in this Agreement or any provision hereof, or waiver of any right or remedy hereby provided, shall be effective for any purpose unless specifically set forth in writing, signed by the party to be bound thereby.  No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion.

FURTHER ASSURANCES

17.

The parties shall execute such further documents and do such further things as may be necessary to give full effect to the provisions of this Agreement and the intent embod­ied herein.

GENDER

18.

Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals and vice versa.

EQUAL PARTICIPATION IN DRAFTING

19.

The parties have equally participated in the drafting of the within Agreement, each having had the opportunity to be independently represented by counsel.  The Inventor acknowledges that O’Neill Law Corporation has acted only for ParentCo and Nouveau in connection with the preparation, negotiation and execution of this Agreement and the Inventor has been advised to obtain the advice of independent legal counsel in entering into this Agreement.

CLOSING

20.

Closing shall take place at the offices of O’Neill Law Corporation forthwith on August 23, 2014.  At the Closing, ParentCo shall deliver to the Inventor certificates evidencing the Shares to be released on Closing and shall deliver the balance of the Shares to ParentCo’s legal counsel to be held pending release in accordance with this Agreement.

CHOICE OF LAW

21.

Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada.

TIME OF THE ESSENCE

22.

Time shall be of the essence of this Agreement and all provisions hereof.

ASSIGNMENT

23.

Nouveau shall not assign its interest in this Agreement without the consent of the Inventor which shall not be unreasonably withheld.

COUNTERPARTS

24.

This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart.

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IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written above.

Signed, sealed and delivered by
DAVID ST. JAMES
in the presence of:
/s/ Stephen O’Neill		/s/ David St. James
Signature of Witness		DAVID ST. JAMES
Stephen F.X. O’Neill
Name of Witness
704-595 Howe Street, Vancouver, BC
Address of Witness
Attorney
Occupation

NOUVEAU SOLAR POWER CORP.

By its authorized signatory:

/s/ Rob Rainer

Signature of Authorized Signatory

Rob Rainer

Name of Authorized Signatory

President

Title of Authorized Signatory

SAASMAX, INC.

By its authorized signatory:

/s/ Rob Rainer

Signature of Authorized Signatory

Rob Rainer

Name of Authorized Signatory

President

Title of Authorized Signatory

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SCHEDULE “A”

PATENT

United States Patent No. US 7,849,840 B2 – Electric Motor Assisted Mechanical Supercharging System

EXHIBIT 10.2

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated as of the 20th day of August, 2014.

BETWEEN:

SAASMAX, INC., a Nevada corporation, having its registered office at 1859 Whitney Mesa Drive, Henderson, NV  89014

(“Parent”)

OF THE FIRST PART

AND:

NOUVEAU VENTURES INC., a Nevada corporation, having its registered office at 1859 Whitney Mesa Drive, Henderson, NV  89014

(“Subsidiary”)

OF THE SECOND PART

WHEREAS:

A.

Subsidiary is the wholly-owned subsidiary of Parent;

B.

Each of the Boards of Directors of Parent and Subsidiary (collectively, the “Constituent Corporations”) deem it advisable and in the best interests of the Constituent Corporations and their respective stockholders that Subsidiary be merged with and into Parent, with Parent continuing as the surviving corporation;

C.

By consent resolution dated August 20, 2014, the Board of Directors of Subsidiary has approved the Plan of Merger embodied in this Agreement; and

D.

By consent resolution dated August 20, 2014, the Board of Directors of Parent has approved the Plan of Merger embodied in this Agreement.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the Constituent Corporations do hereby agree to merge on the terms and conditions herein provided, as follows:

1.

THE MERGER

1.1

The Merger

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Subsidiary shall be merged with and into Parent in accordance with the applicable laws of the State of Nevada (the “Merger”).  The separate existence of Subsidiary shall cease, and Parent shall be the surviving corporation (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.  

1.2

Effective Date

The Parent and the Subsidiary shall cause Articles of Merger, substantially in the form attached hereto as Appendix A, to be executed by their respective representatives and filed with the Nevada Secretary of State.  The effective date of the Merger shall be, unless otherwise agreed to by the Parent and the Subsidiary, September 8, 2014 (the “Effective Date”).

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1.3

Articles of Incorporation

On the Effective Date, the Articles of Incorporation of Parent, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation, except that Article 1 of the Articles of Incorporation of Parent, as the Surviving Corporation, shall be amended to state that the name of the corporation is “NOUVEAU VENTURES INC.”

1.4

Bylaws

On the Effective Date, the Bylaws of Parent, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Bylaws of the Surviving Corporation.

1.5

Directors and Officers

The directors and officers of Parent immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2.

CONVERSION OF SHARES

2.1

Subsidiary Common Stock

Upon the Effective Date, by virtue of the Merger and without any action on the part of the shareholder thereof, each share in the common stock of Subsidiary issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.2

Parent Common Stock

Each share in the common stock of Parent issued and outstanding immediately prior to the Effective Date shall continue to be issued and outstanding shares of the Surviving Corporation on and after the Effective Date.

3.

EFFECT OF THE MERGER

3.1

Rights, Privileges, Etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Subsidiary and Parent; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Subsidiary and Parent on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Subsidiary or Parent, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Subsidiary and Parent shall be preserved unimpaired, and all liens upon the property of Subsidiary or Parent shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

3.2

Further Assurances

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Subsidiary such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Subsidiary and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Subsidiary or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

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4.

GENERAL

4.1

Abandonment

At any time before the Effective Date, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either Subsidiary or Parent or both.

4.2

Amendment

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the Board of Directors of either Subsidiary or Parent or both.

4.3

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada and the merger provisions of the Nevada Revised Statutes.

4.4

Counterparts

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

4.5

Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date and year first written.

SAASMAX, INC.

Per:

/s/ Rob Rainer

Name: Rob Rainer

Title: President and Director

NOUVEAU VENTURES INC.

Per:

/s/ Rob Rainer

Name: Rob Rainer

Title: President and Director

3

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APPENDIX A

ARTICLES OF MERGER

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5

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6

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7

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8

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9

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10