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 the earliest event reported):  April 21, 2015

 

CIPHERLOC CORPORATION

(Formerly National Scientific Corporation)

(Exact name of registrant as specified in its charter)

 

Texas 000-28745 86-0837077

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

  1291 Galleria Drive, Suite 200

Henderson, NV 89014

 

(Address of principal executive offices) (Zip Code)

 

702-818-9011

Registrant’s telephone number, including area code

 

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)) 

 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.  

 

On April 21, 2015, Cipherloc Corporation entered into  a Licensing Agreement with two entities, Code Robert, LLC and Sunset Angel Productions, LLC that jointly own software for cross-platform, digital use. Cipherloc has the right to perpetually use the software in its CipherLoc PKPA engine. With this licensed software, the Company expects to be able to reduce the initial development time of the delivery mechanism for its PKPA engine to as little as 6-8 months and with fewer engineers.

 

The licensing fee for the use of the software is Fifty Thousand (50,000) restricted common shares of the Company’s stock divided equally between the Licensors.

 

Item 9.01 Financial Statements and Exhibits

   

 The following exhibits are furnished as part of this report: 

(d) Exhibits
     10.14 License Agreement

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Registrant

 

Date: April 27, 2015

   

CipherLoc Corporation

 

By:  /s/ Michael De La Garza

        Michael De La Garza
        Chief Executive Officer (Principal Executive Officer)

 

     

Exhibit 10.14

 

LICENSE AGREEMENT

 

This License Agreement (“Agreement”) is entered into this dated as of this _21 st _ day of April 2015 (“ Effective Date ”), by and between Cipherloc Corporation, a Texas corporation with its principal place of business located at 1291 Galleria Drive, Suite 200 Henderson, NV 89014 (“ Licensee” ) and Code Robert, LLC, a Hawaii corporation at 310 Kamaole Rd., Kula, HI 96790 and Sunset Angel Productions, LLC, a Hawaii corporation located at 277 Wiliko Place, Suite 240, Lahaina, HI 96761 (collectively the “Licensor ” ). The Licensor and Licensee shall be collectively referred to as the Parties

 

Recitals

 

WHEREAS, Licensor owns a software asset known as Cross Platform Social System which is code developed by Licensor for cross-platform, digital use (“ XPSS ”) and is engaged in the business of digital software solutions and application software development services; and

 

WHEREAS, Licensee is the owner of CipherLoc Polymorphic Key Progression Algorithmic Cipher Engine (“CipherLoc® PKPA”), is in the business of digital cryptography and desires to use XPSS on a non-exclusive basis in its CipherLoc®PKPA engine

 

Agreement

 

In consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions, agreements and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1. The Recitals are incorporated herein by this reference.
2. Licensor herby grants unto Licensee a perpetual non-exclusive license to use XPSS in the Licensees, CipherLoc PKPA engine and a perpetual non-exclusive license for other applications. Said License shall include the items set forth in Schedule 2.1 Licensed Assets.
3. As consideration to Licensor for the license, the following shall occur:
a. Licensor shall provide simple written technical information (see Section 2.1 Licensed Assets) and where the XPSS interfaces (“hooks”) are located for the purpose of Licensee integrating Licensor’s XPSS product into the CipherLoc end product and Licensor and Licensee agree that such technical information and support is considered Confidential Information. Licensor shall have no rights or claims to the eventual end product.
b. Licensor will be awarded at closing or immediately thereafter fifty thousand (50,000) common shares of Licensee’s stock, trading symbol “CLOK”, restricted pursuant to Rule 144, which are restricted for a 12 month period. Said shares shall be issued to the Licensor or its designees.
c. Licensor’s compensation as described in section 3b, herein, shall be split into equal portions and one portion shall be sent to Code Robert, LLC at 310 Kamaole Rd., Kula, HI 96790 and the other portion shall be sent to Sunset Angel Productions, LLC, 277 Wiliko Place, Suite 240, Lahaina, HI 96761.
4. This Agreement shall be construed and governed in accordance with Nevada law, and venue shall be in the Eighth Judicial District Court, Clark County, Nevada.
5. Should a lawsuit be necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to attorneys’ fees and costs of the suit.
6. This Agreement may be executed in counter-parts, and facsimile copies of signatures shall have the same force and effect as originals
7. Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party hereto without the prior written consent of the other parties hereto, provided , however , that Licensee may assign all or part of its rights and obligations hereunder to any subsidiary or any other Person directly or indirectly controlling, controlled by or under common control with Licensee , provided that no such assignment shall, without the consent of the Seller Parties, relieve Licensee of its obligations hereunder.

 

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

 

CIPHERLOCK CORPORATION   CODE ROBERT, LLC
Licensee   Licensor
     
/s/ Michael De La Garza   /s/ Robert Bonifacio
Signature   Signature
     
MICHAEL DELAGARZA   ROBERT BONIFACIO
PRESIDENT AND CEO   PRESIDENT AND CEO
1291 W. GALLERIA DR. STE. 200   P.O. Box 601
HENDERSON, NV 89014   KULA, HI 96790
702-818-9011   808-344-2164
     
Licensor    
SUNSET ANGEL PRODUCTIONS, LLC:    
     
/s/ William Ciancio    
     
WILLIAM CIANCIO    
Printed Name    
PRESIDENT AND CEO    
277 Wiliko Place, Ste. 240    
LAHAINA, HI 96761    
808-345-5411    

 
 

  SCHEDULE 2.1  

 

Licensed Assets

Item Description
1) XPSS software which is a method for securely sending and receiving a file to and from a contact.
2) All Documentation necessary to use the XPSS software solution.
3) Version 1.0 Computer Source Code for the XPSS software solution.
4) A list of all tools used in or necessary to make the XPSS software solution function as designed. Licensee will have to acquire & purchase their own licenses of all necessary tools. Licensor will only provide XPSS Source code, no other software or tools will be provided.