UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 2, 2015


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[BMAQ_8K001.JPG]

Bright Mountain Acquisition Corporation

(Exact name of registrant as specified in its charter)

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Florida

     

000-54887

     

27-2977890

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

(Address of principal executive offices) (Zip Code)

561-998-2440

(Registrant’s telephone number, including area code)

Not Applicable

(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):


¨

 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))


 

 








Item 1.01

Entry into a Material Definitive Agreement.


Item 2.01

Completion of Acquisition or Disposition of Assets.


Item 3.02

Unregistered Sale of Equity Securities.


On January 2, 2015 Bright Mountain Acquisition Corporation acquired all rights, title and interest in the website USMCLife.com and its content, from USMC Life, LLC, an Idaho limited liability company (the " Seller "), pursuant to the terms and conditions of a Website Asset Purchase Agreement between the Seller and Bright Mountain, LLC, our wholly-owned subsidiary. As consideration for the purchase of the assets, we paid the Seller $50,000 and issued it 250,000 shares of our common stock valued at $187,500. The recipient had access to business and financial information on our company and the issuance of the shares of our common stock was exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 4(a)(2) of that act.


USMCLife.com provides an overview of every major Marine Corps base focusing on specific base information, military housing and photos, schools, youth programs and sports, getting to and from each installation and popular links helpful to Marines and their families.


Under the terms of the Website Asset Purchase Agreement, the Seller agreed to limit the resale of the shares of our common stock received as partial consideration for the purchase of the assets to a maximum of 10,000 shares in any calendar quarter, once the shares are available for resale pursuant to Rule 144 of the Securities Act of 1933, as amended, with a maximum of 1,000 shares to be sold in any trading day. The Seller indemnified us against damages arising from the assets and the operation of the website prior to our purchase, which such indemnification terminates on October 31, 2015. The Seller also agreed to a non-compete with us with respect to any similar website for a period of five years.


In conjunction with the Website Asset Purchase Agreement, on January 2, 2015 Bright Mountain, LLC also entered into a Website Management Agreement with Kristine Ann Schellhaas, the principal of the Seller. Under the terms of this agreement which expires on December 31, 2017, we agreed to pay Ms. Schellhaas $30,000 per year for her continued full-time services in managing the USMCLife.com website. She will also be entitled to earn additional compensation of 10% of the increase in the site revenue as set forth in the agreement. The Website Management Agreement also contains as five year non-compete by Ms. Schellhaas with respect to the web market for military and first responder audiences with web sites owned by us.


The foregoing descriptions of the terms and conditions of the Website Asset Purchase Agreement and the Website Management Agreement are not complete and are qualified in their entirety by reference to the agreements which are filed as Exhibits 10.28 and 10.29, respectively, to this report and incorporated herein by such references.


Item 9.01

Financial Statements and Exhibits.


(a)

Financial statements of businesses acquired .


Financial statements, which may be required pursuant to Rule 8-04 of Regulation S-X will be filed under an amendment to this report within the timeframe prescribed by the applicable rules.


(b)

Pro forma financial information .


Pro forma financial information, which may be required pursuant to Rule 8-05 of Regulation S-X will be filed under an amendment to this report within the timeframe prescribed by the applicable rules.


(d)

Exhibits


Exhibit No.

 

Description

 

 

 

10.28

 

Website Asset Purchase Agreement dated January 2, 2015 by and between USMC Life, LLC and Bright Mountain, LLC

10.29

 

Website Management Agreement dated January 2, 2015 by and between Kristine Ann Schellhaas and Bright Mountain, LLC
















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.

 

Bright Mountain Acquisition Corporation

 

 

 

 

 

 

 

 

 

Date: January 8, 2015

By:  

/s/ Annette Casacci

 

 

 

Annette Casacci, Chief Financial Officer

 














Index to Exhibits


Exhibit No.

 

Description

 

 

 

10.28

 

Website Asset Purchase Agreement dated January 2, 2015 by and between USMC Life, LLC and Bright Mountain, LLC

10.29

 

Website Management Agreement dated January 2, 2015 by and between Kristine Ann Schellhaas and Bright Mountain, LLC












EXHIBIT 10.28


WEBSITE ASSET PURCHASE AGREEMENT



This Website Asset Purchase Agreement (the " Agreement " ) is made effective on this 2nd day of January , 2015 , by and between USMC Life , LLC , EIN 46-2770542, an Idaho limited liability company with its legal address being 12494 W. Ramblin Rose Drive , Boise , Idaho 83713 and its mailing address being 130 Rupertus Drive , San Clemente , CA 92672 , and an email address of kxcaseyl @ msn.com   (the " Seller " ) , and Bright Mountain, LLC , a Florida limited liability company of 6400 Congress Avenue , Boca Raton , FL 33487 , and an email address of info @ bmaq.com (the " Buyer " ).


1.

WEBSIT E P U RCHASE


Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Internet Domain Name, USMCLife.com and all of its respective contents (the " Website "), and any other rights associated with the Website , including , without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames , and trade names; and all of the related social media accounts including but not limited to , Instagram , Twitter , Facebook , Instagram, and Pinterest at closing as well as Boot Camp E-Book and Future App project, and the Website and associated other rights are more specifically and particularly identified on Exhibit " A" hereto.  Buyer agrees that Kristine Schellhaas shall have the right to maintain a biography in the "about us " (or similar) section of the Website in a prominent place . Said biography may consist of up to three sentences provided by Ms. Schellhaas about Ms. Schellhaas and will credit her as the founder of the Website, as well as a photo of her choosing placed next to the biography .   Additionally , Buyer agrees that Kristine Schellhaas shall have the right to promote book(s) or projects across USMC Life social media platforms up to two times a month in 2014 , up to six times a year for 2015 and 2016 , and up to four times a year thereafter. In the event of a sale of the Website , Buyer will ensure that any future buyer is bound to maintain the terms of this agreement.



2.

PAYMENT ' T'ERMS


In consideration for the sa le of the Website as d e fined in paragraph 1 above , the Buyer agrees to pay the Seller the amount of Fifty Thousand Dollars (US $50, 000.00) cash at the January 2 , 2015 closing , which Buyer shall deliver payment to Seller via wire transfer a nd Two Hundred Thousand Dollars ($200,000 . 00) in Bright Mountain Acquisition Corporation ''BMAQ" common s tock valued at the most recent traded price as of the



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effective date of this agreement on the OTCQB, but not to exceed 250,000 shares of BMAQ common stock.  Common stock is to be held by Seller for a minimum of six months. Additionally, for a period of three years from the effective date of this agreement, Seller will not sell more than 10,000 shares of BMAQ's common stock in any calendar quarter and no more than 1,000 shares in any trading day.


3.

SELLER'S OBLIGATIONS



Seller agrees to facilitate and expedite transfer of the Website and all of its respective contents as defined above at closing. Further, Seller agrees to make herself available, at mutually acceptable times, for up to 3 hours per week by telephone as set forth in the consulting agreement between Seller and Buyer being executed simultaneously with this contract.


4.

REPRESENTATIONS AND WARRANTIES BY THE SELLER



a)

The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.


b)

The Seller has the exclusive ownership of the Website and there are no current disputes or threat of disputes with any third party over the proprietary rights to the Website or any of the Website 's content.


c)

The Seller warrants that the business of USCMLife.com is stable and no material loss of revenue is expected. By using the word stable, Seller means that revenues have increased each year, but points out that certain contracts of Seller are on a monthly and quarterly basis and automatically renew, but are subject to termination, an events which can effect revenue.


d)

The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.


5.

INDEMNITY



The Seller shall indemnify and hold harmless the Buyer against all damages, losses or liabilities, which may arise with respect to the Websites or Product Business its use, operation or content, to the extent such damage, loss or liability was caused by the wrongful conduct of Seller prior to the effective date of this Agreement. Such duty to indemnify on the part of the Seller shall terminate as of October 31, 2015.


6.

ADDITIONAL DOCUMENTS



Seller agrees to cooperate with Purchaser and take any and all actions necessary to


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transfer and perfect the ownership of the Website Registration and Hosting from Seller to Buyer , including providing all necessary passwords and usernames on the closing date and thereafter. Further, Seller agrees to cooperate with Buyer to timely transfer all aspects of the Product Business to Buyer. Seller understands that Buyer is a public company and falls under SEC guidelines and requirements and may need historic accounting and financial records. Should Buyer require accounting and financial records for audit purposes from Seller at a future time, Seller agrees to facilitate and deliver to Buyer, upon written request any and all necessary historical financial records without limitation. All such additional cooperation and taking of action shall be without expense to Seller.


7.

REVENUE HISTORY


The approximate total revenue for 2014 was $34,000.



8.

NON COMPETE



Seller agrees not to compete with Bright Mountain, LLC with any website similar to USMCLife.com for a period of five years.



9.

NOTICE



All notices required or permitted under this Agreement shall be deemed delivered when delivered in person or by certified mail, return receipt requested, with copy sent via  e­ mail, postage prepaid, addressed to the appropriate party at the address shown for  that party at the beginning of this Agreement. The parties hereto may change their addresses by giving written notice of the change in the manner described in this paragraph. Any party hereto may acknowledge receipt of a document or other information by email and expressly waive their right to notice of that document or other information by mail in said email communication.



10.

ENTIRE AGREEMENT AND MODIFICATION



This Agreement constitutes the entire agreement between the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement replaces any and all prior agreements between the parties.


11.

INVALIDITY OR SEVERABILITY


If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but


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otherwise it shall not render null and void other provisions of this Agreement.



12.

GOVERNING LAW


This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.


Signed this 2 nd day of January, 2015.




Seller: USMC Life. LLC


By:  Kristine Schellhaas


Signature:   Kristine Schellhaas




Buyer: Bright Mountain. LLC


By:  W. Kip Speyer: President


Signature:   W. Kip Speyer




























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Exhibit "A" Website and Associated Rights




USMC Life Website



·

Domain name: www.usmclife.com



·

Facebook : https : //www . facebook . com/USMC.Life



·

Twitter: https://twitter . com/usmclife



·

lnstagram : http : //instagram.com/usmclife1



·

YouTube: https://www .y outube.com/usmclife1



·

Pinterest : https : //www . pinterest.com/usmclife/



·

Mailchimp Newsletter: 3886 subscribers





App Project: Map That



·

Domain name : http://www . mymapthat.com/



·

Twitter : https://twitter.com/mymapthat



·

Facebook:   https://www . facebook.com/mapthat























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EXHIBIT 10.29

WEBSITE MANAGEMENT AGREEMENT


This Website Management Agreement (the “Agreement”) is made effective on this 2 nd day of January, 2015, by and between Kristine Ann Schellhaas, of 130 Rupertus Drive, San Clemente, CA 92672, kxcasey1@msn.com (the “Consultant”), and Bright Mountain, LLC, a Florida limited liability company, of 6400 Congress Avenue, Boca Raton, FL 33487, info@bmaq.com (the “Company”).


MANAGEMENT AGREEMENT FOR SERVICES


Consultant will be paid $30,000.00 per year for three years at the rate of $2,500.00 per month beginning on January 31 st , 2015 and continuing on the last day of each month thereafter for 36 months, ending December 31, 2017 for the Management Services.  Consultant will be paid promptly each month as an independent contractor and no taxes withheld.  During said period, this agreement may only be terminated by Company for good cause.


INCENTIVE PLANS FOR SERVICES


Consultant will earn 10% of the increase in site revenue during the three year management period to be paid annually on the 31st of March commencing March 31, 2016 and ending on March 31, 2018 with the baseline being $34,000 of revenue for year one and the prior year’s total annual revenue being the baseline for each subsequent year.  A descriptive example to follow:


EXAMPLE ONLY :


2015 Total Revenue from USMCLife.com website equals $75,000 less 2014 baseline revenue of $34,000 = increase in site revenue of $41,000 times 10% = $4,100 incentive.


2016 Total Revenue form USMCLife.com website equals $125,000 less 2015 baseline revenue of $75,000 = increase in site revenue of $50,000 times 10% = $5,000 incentive.


2017 Total Revenue from USMCLife.com equals $200,000 less 2016 baseline of $125,000 = increase in site revenue of $75,000 times 10% = $7,500 incentive.


CONSULTANT’S OBLIGATIONS


Consultant agrees to keep working full-time on the website and managing the website in a similar manner as she has in the past, putting in approximately the same


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hours and performing the same duties and work during the 36-month management services period. Consultant will make herself available for three hour each week for a telephone conference with Company personnel at a mutually agreed upon time to discuss progress on growing the website traffic. The parties may also meet in person at mutually agreed upon locations approximately once every three months; provided, however, that Consultant shall have no obligation to travel more than 100 miles from Consultant’s current place of residence for such meeting unless Company pays Contractor’s expenses associated with said travel.


REPRESENTATIONS AND WARRANTIES BY THE CONSULTANT


a) The Consultant has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.


b) The Consultant exclusively performs all management duties of the Website and there are no current disputes or threat of disputes with any third party over the management of the Website.


c) The execution and performance of this Agreement by the Consultant will not constitute or result in a violation of any material agreement to which the Consultant is a party.


ADDITIONAL DOCUMENTS


Consultant agrees to cooperate with the Company and take any and all actions necessary to operate the Website in a similar manner and has been done historically: provided, however, that such cooperation and taking of action shall be without expense to Consultant.


NON COMPETE


Consultant agrees not to compete with Bright Mountain, LLC in the web market for Military and First Responder audiences with sites similar to USMCLife.com or any other Websites currently owned or operated by Bright Mountain, LLC and its subsidiaries for a period of five years from the date of this Agreement.  Said websites are identified on Exhibit “1” hereto.  Notwithstanding the foregoing, Consultant shall be allowed to do occasional guest posting with any website business.


NOTICE


All notices required or permitted under this Agreement shall be deemed delivered when delivered in person or by certified mail, return receipt requested, with copy sent via e-mail, postage prepaid, addressed to the appropriate party at the address


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shown for that party at the beginning of this Agreement.  The parties hereto may change their addresses by giving written notice of the change in the manner described in this paragraph.  Any party hereto may acknowledge receipt of a document or other information by email and expressly waive their right to notice of that document or other information by mail in said email communication.


ENTIRE AGREEMENT AND MODIFICATION


This Agreement constitutes the entire agreement between the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement replaces any and all prior agreements between the parties.


INVALIDITY OR SEVERABILITY


If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this Agreement.


GOVERNING LAW


This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.



Signed this 2nd day of January, 2015.


Consultant: Kristine Ann Schellhaas


By: Kristine Ann Schellhaas



Company: Bright Mountain, LLC


By: W. Kip Speyer President


        W. Kip Speyer






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Exhibit "1" Websites Currently Owned by Company


·

Bootcamp4me.com;


·

Bootcamp4me.org ;


·

Brightwatches.com;


·

Coastg u ar dn ews.co m


·

F dcareer s .com ;


·

Fireaffairs. com;


·

Gopoliceblotter.com ;


·

Leoaffa ir s.com;


·

PopularMilitary.com;


·

Teacheraffairs.com ;


·

Thebravestonline.com ;


·

Thebright.com ;


·

Wardocumentaryfilms.com ;


·

Welcomehomeblog.com ; and


·

360fire.com




















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