Current Report Filing (8-k)
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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): February 15, 2013
JPX GLOBAL, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-54793 26-2801338
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
9864 E Grand River, Ste 110-301, Brighton, Michigan 48116
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 891-1838
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Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2013, JPX Global, Inc. (hereafter, “Company”) entered into an agreement to acquire all of the outstanding shares of Scorpex, Inc., a Nevada corporation (hereafter, “Scorpex”), in exchange for 103,250,000 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock of the Company (such transaction is hereafter referred to as the “Acquisition”). Scorpex is a development stage waste disposal and recycling company, with the goal of storing and disposing all types of waste, including those classified as industrial, toxic, and hazardous.
Item 2.01 Completion of Acquisition or Disposition of Assets
On February 15, 2013, the Company completed the Acquisition as described in Item 1.01 above.
Item 3.02 Unregistered Sales of Equity Securities
On February 15, 2013, the Company issued 103,250,000 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock to the shareholders of Scorpex in connection with the Acquisition described in Item 1.01 above. Each of the shareholders of Scorpex are either “accredited investors” as defined pursuant to Rule 501 of Regulation D or have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the common stock. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the common stock in connection with the Acquisition was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item 5.01 Changes in Control of Registrant
As of February 15, 2013, in connection with the Acquisition described in Item 1.01 above, Joseph Caywood, the largest shareholder of Scorpex, held a controlling beneficial interest in the Company and as a result may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
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.
JPX Global, Inc.
Date: February 19, 2013 By: /s/ James P. Foran
James P. Foran
Chief Executive Officer
