form8k.htm
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): March 10, 2008
SKRM Interactive,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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000-24370
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33-0611748
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(Commission
File No.)
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(IRS
Employer Identification No.)
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(866)
922-9533
(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
ABOUT
SECTOR 10
Sector 10
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 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 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 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
5 -- Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective
as of March 21, 2008, the following have resigned as executive officers and
directors of the Company:
Cristy A.
DeAvila Secretary / Treasurer /
Director
Ms.
DeAvila has stated in her respective resignation letter that 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.
Ms.
DeAvila 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. Ms.
DeAvila 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 March 24, 2008, to the positions indicated:
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Name
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Age
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Position
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Laurence
A. Madison
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52
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Chief
Financial Officer / Secretary / Treasurer /
Director
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Laurence
A. Madison, Chief Financial Officer / Secretary/Treasurer and
Director
Madison
has more than 30 years experience in public accounting, tax and financial
consulting. He has experience as CFO in both public and private companies.
Madison brings Sector 10 experience and expertise in Sarbanes-Oxley compliance
and corporate governance. He comes to Sector 10 from the Chicago office of the
international accounting and management consulting firm Grant Thornton where he
served in the tax quality assurance department. Prior to joining Grant Thornton,
Madison worked with a large National Internal Audit Consulting Firm where he was
responsible for reviewing financial processes and controls for large
multi-national public companies to ensure compliance under Sarbanes- Oxley.
Madison worked for 12 years in Big Four accounting firms and for 15 years
running his own financial consulting firm where he specialized in providing CFO,
tax and financial consulting services to private companies and assisted in
raising capitol for growth companies. Madison is licensed in Illinois as a
Certified Public Accountant. He has a Bachelors of Accounting from Purdue
University and a Master of Science in Taxation from DePaul
University.
Mr.
Madison was hired as CFO for Sector 10 Holdings and was appointed CFO of SKRM
Interactive (SKRM) effective on March 24, 2008. His compensation for SKRM
Interactive is $80,000 per year plus bonus based on performance and sales.
Currently, there are no formal stock plans or other compensation programs at
SKRM. As the Company develops and implements its sales programs, future
compensation plans including bonus programs are expected to be submitted to the
board for review and approval.
Section
8 – Other Information
Item
8.01 Change of Name
On March
10, 2008, holders of more than a majority of the outstanding shares of common
stock, $0.001 par value (the "Common Stock"), of the Company (the "Majority
Stockholders"), acting by written consent in lieu of a meeting, approved an
amendment (the “Amendment”) to the Certificate of Incorporation of the Company,
pursuant to which the Company's name will change to "Sector 10, Inc." (the "Name
Change"). The Information Statement was first mailed to the Company's
stockholders on or about March 15, 2008. Pursuant to Rule 14c-2 promulgated by
the Securities and Exchange Commission under the Exchange Act, the Amendment and
the Name Change will not become effective until at least 20 days following the
date this Information Statement was sent to our stockholders. References in this
Information Statement to “Company,” “we,” “us,” or “our” are references to SKRM
Interactive, Inc. After the name change is effective, the Company will seek a
new trading symbol to better reflect the new name.
Section
9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and
Exhibits
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(a)
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Financial
Statements - None
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(b)
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Pro
forma financial information – None
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(c)
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Exhibits
–
Resignation
letter – Cristy A. DeAvila
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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: March
25, 2008
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SKRM
Interactive Inc.
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By:
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Pericles DeAvila
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Pericles
DeAvila, President
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