Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of the earliest event reported): April 2, 2019


Cipherloc Corporation

(Exact name of registrant as specified in its charter)

(formerly National Scientific Corporation)


Texas   000-28745   86-0837077

(State or other jurisdiction of
incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


825 Main Street, Suite 100

Buda, TX 78610

(Address of principal executive offices) (Zip Code)


(512) 772 4237

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 March 29, 2019 the Company entered into a Marketing Consulting Services Agreement with Sampson R. Bean, LLC, a Florida limited liability company (SRB). The agreement with SRB is designed to create company branding and imaging strategy in the commercial markets. SRB will create documents that focus on the Company’s value proposition and that show the competitive advantage of using our products.


The Company will remit $37,000 to SRB and $10,000 monthly thereafter. The Agreement can be cancelled by either party without cause with 30 days-notice.


Item 9.01 Financial Statements and Exhibits


Exhibit 10.34 Marketing Consulting Services Agreement






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 Cipherloc Corporation
Date: April 4, 2019 By: /s/ Michael De La Garza
    Michael De La Garza

Chief Executive Officer (Principal Executive Officer)

and Director






Exhibit 10.34


SRB Marketing Consulting Services


Project Scope & Pricing $15,000/ 1 st mo


This Marketing Consulting Services Agreement (“Agreement”) is entered into as of this 29th day of March 2019, by and between Sampson R. Bean, LLC, a Florida limited liability company (“Company” ) and CipherLoc Corporation., a Texas profit corporation (including its affiliates and related entities, “Client” ).


Company shall provide the necessary services to establish marketing and sales consulting, including marketing documents, one pagers, ppt, and additional product documentations for Client by implementing a customized Company services, outlined in this Agreement.


SRB Marketing Services


  Create company branding and imaging strategy
  Product line re-branding
  Create documents that focus on CipherLoc’s value proposition
  Create documents that show the competitive advantage of using CipherLoc’s products
  Create graphics to aid in visual messaging (innovative charts, graphical analytics, real-life scenarios, etc.)


SRB Sales Services


  Create sales leave behind documents – one pagers and brochures
  Slide deck for sales team, with custom powerpoint template
  Create pricing template for sales team
  Design promotional items (CipherLoc wearables, USB, pens, etc.)


Acceptance Criteria


Client will have time to review, send changes and obtain updated documents. If defects are identified, the defects will be categorized and scheduled for timely resolution. Updates and changes will be completed within a reasonable timeframe depending on the changes necessary.




SRB Implementation and the release of documents shall be completed in approximately three (3) months.


The project will include the following phases:


First week onsite analysis  
Scottsdale/Austin or other location  
Markeitng Documents - priority on value propositions and competitive adavanage documents Month 1
Sales Documents – priority one pagers, and pricing templates. Month 2
Sales/Marketing cont – priority of updating web presence Month 3


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Fees and Payment Terms


All Fees include design of promotional items, marketing/sales electronic verisions, which will be property of Client. It does not include cost printing, marketing leave behind promotional items or brochures. Travel will be reimbursed by the Client, when submitted by the Company in a timely fashion.


First Month: $15,000.00
Second Month: $12,000.00
Third Month: $10,000.00
Any additional month: $10,000.00


First half of first month due upon start of the contract ($7,500), second half net 30. Each month following will be billed net 30.


Additional enhancements agreed upon by both parties that are outside the scope of this Agreement shall be billed at an agreed upon fee.


Termination by Either Party


This Agreement may be terminated upon thirty (30) days written notice without cause or penalty by either party.




IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this SOW to be duly executed as of the date first written above.


CipherLoc Corporation   Sampson R. Bean, LLC
Signature: /s/ Milton Mattox   Signature: /s/ Alicia Anderson
Name: Milton Mattox   Name: Alicia Anderson
Title: Chief Operating Officer   Title: CEO
Date: March 29, 2019   Date: March 28, 2019


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