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): May 4, 2018
 
Fuse Enterprises Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
 
333-202948
 
47-1017473
 (State of incorporation)
 
(Commission File Number)
 
 (IRS Employer Identification No.)
  
444 E. Huntington Dr., Suite 105
Arcadia, CA 91006
 (Address of principal executive offices)
 
(626) 353-9991
 (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 (see General Instruction A.2. below):
 
¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01  Entry into a Definitive Material Agreement.

On May 4, 2018, Fuse Enterprises Inc. (the “Company”), entered into a Mineral Mining Interactive Technology and Related Application Software Development Service Contract (the “Contract”) with Prime King Investment Limited, a corporation organized under the laws of Hong Kong (the “Prime King”). 

Pursuant to the terms of the Contract, Prime King shall provide services to the Company relating the development, installation and debug of software and system for Mineral Mining Interactive Technology and Related Application (the “Project”) as well as collecting and building of raw data for the application system and software, hardware and network operation environment needed for application system of the Project. Prime King shall also provide trainings to the Company’s staffs per request of the Company as well as maintenance for the Project for one year after the completion of the Project free of charge.

Under the Contract, the Company shall pay Prime King aggregate consideration of $3,000,000, of which 50% to be paid within 10 days of the execution of the Contract and the remaining 50% to be paid within 10 days of the completion of the Project after inspection and approval by the Company.
 
The Contract also contains customary representations and warranties regarding the intellectual property developed pursuant to the Contract and covenants regarding the parties’ cooperation.
 
The description contained herein of the terms of the Contract does not purport to be complete and is qualified in its entirety by the Contract, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.


(d)
Exhibits

 

Exhibit No.
  
Exhibit Title or Description
10.1
 

 


 

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.
 
 
Fuse Enterprises Inc.
 
 
 
Date: May 9, 2018
By:
/s/ Umesh Patel
 
 
 
Umesh Patel
 
 
Chief Executive Officer
 


 
Exhibit 10.1
 
Mineral Mining Interactive Technology and Related Application Software
Development Service Contract

Project Name:   Mineral Mining Interactive Technology and Related Application Software Development.
Project No: 20180501001
Client (Party A): Fuse Enterprises Inc.
Developer (Party B):   Prime King Investment Limited

According to the contract laws and relevant regulations of Hong Kong, in consideration of the mutual promises and covenants set forth in   this contract, the receipt and sufficiency of which are hereby acknowledged, the   parties agree as follows:

Term 1 ： Requirements of contract, rights and obligations of both parties
1 、 Party A authorizes Party B to develop a project named Mineral Mining Interactive Technology and Related Application Software Development according to the requirements of Fuse Enterprises Inc. (the “Project”).
2 、 Party B is responsible for the development, installation and debug of software, system or relevant items of the Project and shall ensure the Project functional according to Party A’s requirements.
3 、 Party B is responsible for collection and building of raw data for the application system, as well as software, hardware and network operation environment needed for application system construction as well as other items necessary for the Project.  Party A shall provide assistance and guidance for Party B as needed.

4 、 Party B is responsible for as many trainings as reasonably requested by Party A to the relevant personnel of Party A after the completion of the Project to make sure personnel of Party A can use the system and Project smoothly.   The training contents include: system software operation and daily operation and maintenance. The training shall be free of charge to Party A.

Term 2: Technical requirements to be achieved
1 、 Project named Mineral Mining Interactive Technology and Related Application Software Development should satisfy Party A's daily business work and operation needs.
2 、 Party B has the responsibility to develop, manage and maintain the project of Mineral Mining Interactive Technology and Related Application Software Development for Party A . Party B is responsible for the maintenance of Project free of charge for a period of one year starting from the completion of the Project.

Term 3 ： Software development plan and schedule.
For all system development and management, both parties should closely cooperate with each other, and Party A should assign special staffs to coordinate this task.

Term 4 ： Project development compensation:
1.
The fee for the development and maintenance of the project Mineral Mining Interactive Technology and Related Application Software Development is: $3 M USD , to be paid: 50% within 10 days of the execution of this Contract and 50% within 10 days of the completion of the Project after inspection and approval by Party A pursuant to Term 5 of this Contract.

2.
All travel expenses should be paid by Party A if Party A requests for such travels for training relevant staffs of Party A , daily operation, system installation and system development of the Project. Any expense that is over $2,000 should be preapproved by Party A .
3.
Mineral Mining Interactive Technology and Related Application Software Development should be completed within 3 months from the date this Contract is signed. If Party B fails to complete the Project within 3 months from the date of this Contract, including fails to pass the inspection under Term 5 below, Party A may request for losses and damages due to the delay.  If Party B fails to complete the Project within 4 months from the date of this Contract, including fails to pass the inspection under Term 5 below, Party A may terminate this Contract and request for its total losses and damages due to delay and termination.

Term 5: Standards and methods for the Project acceptance:
1.
Acceptance inspection ： both parties shall jointly organize and participate the acceptance inspection for the Project.
2.
Acceptance of Project ： (1) Installation acceptance  (2) System and application acceptance
3.
Acceptance method ：
(1) Installation acceptance: using test acceptance methods in accordance with the requirements of Party A. Party B shall complete the system modification, installation and debug upon Party A ’s request until the Project satisfies Party A ’s requirements and receives Party A ’s approval for acceptance.

(2) System operation: Both parties shall jointly verify and confirm the system is operating normally and meeting Party A ’s requirements.

Term 6: Other Covenants:
Any copyright and other intellectual property rights developed during and included in the Project (collectively as “IP Rights”) of Mineral Mining Interactive Technology or Relevant Software Development shall solely belong to and be owned by Party A . Without the prior permission of Party A , Party B shall not disclose any information of this Project or any information provided by Party A (the “Confidential Information ”) to any third parties, and shall not conduct decryption or any other unauthorized use or operations of the Project. All the Confidential Information and IP Rights shall only be used for the Project purpose.  Otherwise, Party A will investigate and seek legal action and damages if Party B breaches this term.

Term 7: Liability for breach of contract:
1.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted . The number of arbitrators shall be one. The arbitration proceedings shall be conducted in Hong Kong. The award of HKIAC shall be final and binding to both parties.   This Contract shall be governed by and construed and enforced in accordance with the laws and regulations of Hong Kong, without regard to the principles of conflicts of law thereof.

Term 8: Other Matters
1 、 Matters not covered in this Contract shall be settled through negotiations or amendments to this Contract.
2 、 This Contract shall be effective only after it is signed by both parties.

Party A ： __________________
Party B ： _____________________
 
Name: ___________________
Name: _______________________
 
Title: _____________________
Title: _________________________
 
Address ： _________________
Address ： ____________________
 
Tel ： _____________________
Tel ： _________________________
 
Date:_____________________
Date: _________________________