-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SSK6L/1EtW7OS3WexZ30boralQmF9ju4wqzCeYZXxJUfk5KcOiIf93mmhaJKOU+Z IU4eYVDhhIafaWLIfFsXPA== 0001269678-07-000071.txt : 20070326 0001269678-07-000071.hdr.sgml : 20070326 20070326101935 ACCESSION NUMBER: 0001269678-07-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070321 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXIMUM AWARDS INC CENTRAL INDEX KEY: 0001282224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 860787790 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50621 FILM NUMBER: 07716825 BUSINESS ADDRESS: STREET 1: LEVEL 1 164 WHARF ST STREET 2: QUEENSLAND 4000 CITY: BRISBANE STATE: C3 ZIP: 00000 BUSINESS PHONE: 61 738 312316 MAIL ADDRESS: STREET 1: LEVEL 1 164 WHARF ST STREET 2: QUEENSLAND 4000 CITY: BRISBANE STATE: C3 ZIP: 00000 8-K 1 max8k032107.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-50621 March 21, 2007 -------------- Date of report (Date of earliest event reported) Maximum Awards, Inc. -------------------- (Exact name of registrant as specified in its charter) Nevada 86-0787790 - ----------------------- --------------------------- (State of organization) (I.R.S. Employer Identification No.) 326 Old Cleveland Road, Coorparoo Queensland 4151, Australia ------------------------------------------------------------- (Address of principal executive offices) 61 738 312316 (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be file by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] 1. Item 1.01 Entry into a Material Definitive Agreement: On March 21, 2007, the Company announced the conversion of a Note in the amount of approximately $410,510 in their favor from Winterman Group Ltd. The Company converted the Note into common shares of the Company's common stock at the rate of $0.10 per share ($1.50 after the reverse split announced in October 2006). As a condition to the conversion of the Note, 1,000,000 series "A" preferred stock were returned to treasury by the Company's officer for no additional consideration. Item 5.02 Departure of Directors or Officer; Election of Directors or Officers; Pursuant to the term of the conversion of the note, Michael Sullivan resigned as a Member of the Board of Directors of the Company and Enzo Taddei was appointed as the Company's Chief Financial Officer and member of the Board of Directors of the Company. Enzo Taddei holds degrees in economics from the University of Malaga, Spain, a degree in Business Administration from the University of Wales, UK, and a Master Degree in Taxation and fiscal related subjects from the University of E.A.D.E in Malaga, Spain. He was previously the sole shareholder and director of a private accountancy firm, Adesso Res Asesores in Spain, which he operated for eight years between 1999 and 2006. Prior to setting up his own accountancy company, Enzo worked for a firm of chartered accountants based in Marbella, Malaga whilst completing his BBA degree. He is fluent in English, Spanish and Italian Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements: None. (b) Exhibits: Heads of Agreement dated March 21, 2007 By and Between Maximum Awards Inc. and Winterman Group Limited and Max Thomas and Mike Sullivan Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MAXIMUM AWARDS -------------- Date: March 23, 2007 By: /s/Max Thomas ------------------ ------------------------ Max Thomas Chief Executive Officer EX-10.1 2 max8k032107ex101.txt HEADS OF AGREEMENT Heads of Agreement ------------------ Dated March 21, 2007 By and Between: Maximum Awards Inc. (MAXW or the Company) And Winterman Group Limited (WGL) And Max Thomas (Thomas) And Mike Sullivan(Sullivan) Whereas MXAW is a Nevada Corporation publicly traded on the OTCBB under the symbol MXAW and is involved in the development of loyalty programs and the travel industry, and Whereas WGL is an investment company which has invested approximately US$410,150 in MXAW, such investment loaned to MXAW under a note which was due and payable on 31 January 2007, and Whereas Thomas is a director and controlling shareholder of MXAW, and Whereas Sullivan is a director and substantial shareholder of MXAW The above parties have agreed to undertake the following: 1. Winterman agrees to convert its note held in MXAW amounting of approximately US$410,150 into common shares of MXAW, such conversion to occur at $0.10 per share ($1.50 after the reverse split announced October 2006). 2. Simultaneously with 1 above, Thomas agrees to return all outstanding preferred shares (which represent 100% of the outstanding MXAW preferred shares) to MXAW treasury without compensation. 3. Thomas and Sullivan , being the only directors of MXAW agree to undertake all steps to complete the 15:1 reverse split previously agreed to on October 21, 2006 and to take all steps to file the reverse split with the SEC and the NASD in a timely manner. 4. Both Thomas and Sullivan agree to appoint a director nominated by WGL to the board of MXAW on signature of this agreement. 5. Sullivan agrees to resign as a director of MXAW after the appointment of the WGL nominee to the board of MXAW. 6. MXAW and WGL agree to file all required documentation under this agreement with the SEC. 7. The issued outstanding share capital of MXAW after completion of this agreement will be 36,978,400 (2,465,227 after the 15:1 roll back announced October 2006). 8. Thomas and Sullivan agree to complete the audit of the Australian subsidiaries for the year end December 31, 2006. Audit fees and any other related costs in this regard to be paid by MXAW. 9. MXAW agree to effect a change in the stock transfer agent from Nevada Agency and Trust to a transfer agent designated by WGL. 10. Thomas, Sullivan and WGL agree to issue common shares from MXAW treasury at market price to any party who provides cash to settle any of the debts listed on Schedule A or settle any other expenditure of the Company. Such stock issue to be issued under a stock subscription agreement at market price, less a discount of 25%. Stock to be issued under Rule 144. 11. This agreement terminates all previous agreements between any of the parties. Above terms and conditions are agreed between the parties. Maximum Awards Inc. By: Witness ------------------------------ ------------------------------- Winterman Group Limited By: Witness ------------------------------ ------------------------------- Witness - --------------------------------- ------------------------------- Max Thomas Witness - --------------------------------- ------------------------------- Mike Sullivan 2 -----END PRIVACY-ENHANCED MESSAGE-----