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

__________________

 

October 17, 2015

Date of Report (Date of Earliest event reported)

 

MAXIMA GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada 333-193500 33-1227348

(State or other Jurisdiction of Incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

221 West Crest Street, Suite 100, Escondido, CA 92025

(Address of principal executive offices)
   
Registrant's telephone number, including area code: (858) 224-5682
   

N/A

(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:

 

[  ]

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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01 Entry Into a Material Definitive Agreement.

 

Please see the disclosures set forth under Item 2.01 herein below.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

As reported in the Quarterly Report on Form 10-Q for the period ended August 31, 2015 (the “ Form 10-Q ”) which was filed with the SEC by Maxima Group, Inc., a Nevada corporation (the “ Company ”) on October 17, 2015, the Company entered into a Sale and Purchase of Ownership Interest Agreement (the “ Acquisition Agreement ”) with City Vines, LLC, a California limited liability company (“ City Vines ”). On October 17, 2105, there was a Closing of the transaction. Pursuant to the terms of the Acquisition Agreement, all of the ownership interests of City Vines were acquired by the Company in exchange for the issuance of 40,375,00 newly-issued shares of the Company’s Common Stock, par value $0.001 per share (the “ Maxima Common Shares ”). Following the Closing, City Vines will operate as a wholly owned subsidiary of the Company, with Richard Cardoza, the former Managing Partner/President of City Vines continuing to serve as President of City Vines.

 

The amount of the consideration given for the acquisition of ownership interests in City Vines was determined pursuant to arm’s length negotiations between the parties. The summary of the Acquisition Agreement set forth above does not purport to be a complete statement of the terms of the Acquisition Agreement. The summary is qualified in its entirety by reference to the full text of the Acquisition Agreement which is being filed with this Current Report on Form 8-K (this “ Report ”) as Exhibit 2.1 and incorporated herein by reference.

 

Item 3.02 Unregistered sales of equity Securities.

 

In connection with the closing of the Acquisition Agreement, described in Item 2.01 above, the Company has agreed to issue 40,375,000 shares of Common Stock to the equity-holders of City Vines. Each of equity-holders of City Vines represented that he or she was acquiring the respective shares of Common Stock for investment and not with a view toward resale or public distribution of such shares, and acknowledged that the shares of Common Stock or had not been registered under the Securities Act of 1933 (the “ Securities Act ”) and that they constituted “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. The certificates representing such shares of Common Stock, when issued, will bear a restrictive legend.

 

Item 5.01 Change of Control of Registrant.

 

Also as reported in the Form 10-Q, on October 18, 2015, Smash Solutions, LLC, (“ Smash Solutions ”), entered into a Stock Purchase Agreement with Janus Associates, LLC (“ Janus ”), whereby Janus is acquiring 200,000,000 shares of the Company’s Common Stock from Smash Solutions. The shares being acquired by Janus represent 70.58% of the issued and outstanding shares of the Company’s Common Stock (following issuance of the shares involved in the City Vines transaction discussed above). It is the understanding of the Company that the share purchases will occur in several closings between October 21, 2015 and November 25, 2015.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a) Also as reported in the Form 10-Q, on October 16, 2015 the Company's Board of Directors received and accepted the resignation of Jerry J. Ulrich as the Company’s sole director and as its President, Chief Executive Officer, Treasurer and Secretary. There were no disagreements between Mr. Ulrich and the Company which led to the resignation of Mr. Ulrich.

 

(b) Reference is made to paragraph (a) of this Item 5.02.

 

(c) On October 16, 2015, Miroslaw (Mirek) Gorny was elected as sole director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

 

Miroslaw (Mirek) Gorny, 51. Mr. Gorny is a graduate of National University with a BA in Organizational Leadership. Mr. Gorny has extensive experience in sale and marketing and in consulting with engineering, manufacturing and financial companies. During the 5 years preceding his election as a director, he has been employed as a financial advisor and/or mortgage lender at Amwest Financial, Wells Fargo Bank and WJ Bradley. Mr. Gorny has a California Real Estate Broker License and is currently a Broker Associate with ReMax RB in San Diego, California. Mr. Gorny is also an internationally known Inspirational Speaker and Trainer. He is President of Academy of Personal & Professional Development, an internationally recognized training company. From April 30, 2015 to present, Mr. Gorny has served as a director of Energizer Tennis, Inc., a SEC-reporting public company.

 

(d) Reference is made to paragraph (c) of this Item 5.02.

 

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Item 8.01 Other Events.

 

On October 17, 2015, the Company entered into an Employment Agreement with Richard Cardoza to serve as President of City Vines, a wholly owned subsidiary of the Company. The Employment Agreement, which is being filed with this Current Report on Form 8-K (this “ Report ”) as Exhibit 8.1 , is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial statements of business acquired . The financial statements required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.

 

(b) Pro forma financial information . The pro forma financial information that is required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.

 

(c) Shell company transactions . Not applicable.

 

(d) Exhibits.

  

EXHIBIT

DESCRIPTION

LOCATION

2.1 Sale and Purchase of Ownership Interest Agreement between Maxima Group, Inc. and City Vines, LLC, dated October 17, 2015. Provided herewith
8.1 Richard Cardoza Employment Agreement, dated October 17, 2015. Provided herewith

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: October 21, 2015 MAXIMA GROUP, INC.
   
  By: /s/ Miroslaw Gorny
    Name: Miroslaw Gorny]
Title: President

 

 

 

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Exhibit 2.1

 

SALE AND PURCHASE OF OWNERSHIP INTEREST
between
MAXIMA GROUP, INC. AND CITY VINES, LLC

 

THIS EQUITY PURCHASE AGREEMENT (“Agreement”), dated October 17, 2015, is between MAXIMA GROUP, INC., a Nevada corporation (“Maxima” or “Buyer”); and CITY VINES, LLC (“City Vines” or the “Company”).

 

RECITALS :


WHEREAS, Maxima desires to acquire City Vines and make it a 100% wholly owned subsidiary of

Maxima, which includes the dba Vinium and the brand Vinium TM ; and

 

WHEREAS, City Vines desires to sell, and Maxima desires to purchase 100% of the ownership interests of City Vines, which includes the dba Vinium and the brand Vinium TM , contingent upon the terms and subject to the conditions set forth in this Agreement; and

 

WHEREAS, City Vines and its owners desire to set forth the terms of this Equity Purchase as an Asset Exchange, which is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(I)(B) of the Internal Revenue Code of 1986,as amended (the "code").

 

NOW, THEREFORE, the parties agree as follows.

 

ARTICLE I

PURCHASE AND SALE OF EQUITY .

 

1.1      Sale of Ownership Interest . City Vines hereby agrees to sell, convey, transfer, assign and deliver to Buyer on the Closing Date (as defined in Section 1.3), free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever, 100% of the equity of duly and validly issued, fully paid and non-assessable ownership interest of City Vines.

 

1.2      Purchase Price . Subject to the terms and conditions of this Agreement and in reliance upon the respective representations, warranties and covenants of Maxima and City Vines herein contained and in full consideration of such sale, conveyance, transfer, assignment and delivery of the equity to Buyer, Buyer agrees to deliver to City Vines’s owners a cumulative total of forty million three hundred seventy five thousand (40,375,000) shares of Maxima stock , which will represent 12.5% of Maxima’s total outstanding shares. These shares will be delivered to City Vines within 60 days following the execution of this agreement.

 

1.3      Closing . The final closing of the transactions detailed by this Agreement (the “Closing”) will take place simultaneously with the execution of this Agreement.

 

1.4      Funding of City Vines . Maxima will provide to City Vines $25,000 in funding within 60 days of the final execution of this Agreement, and will use its best efforts to provide a minimum of $200,000 in funding to City Vines as soon as possible but no later than six (6) months after the final execution of this Agreement. These funds will be used by City Vines at its discretion and accordance to its current business model.

 

1.5      Revenues . For the first six (6) months following the execution of this Agreement 100% of City Vines’s revenues and profits will remain with City Vines to fund its operations. Beginning the seventh (7 th ) month following the execution of this agreement 80% of City Vines’s profits will remain with City Vines and 20% of City Vines’s profits will be dispersed back to Parent company (Maxima). Disbursements to Maxima will be made on a quarterly basis beginning on the last day of the ninth (9 th ) full month following execution of this Agreement and continuing on the last day of each 3 rd month thereafter .

 

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1.6      Operations of Subsidiary . City Vines will continue to operate as an independent entity, Richard Cardoza will remain President of City Vines, and Mr. Cardoza will retain or replace his staff at his discretion.

 

1.7      Cordoza Companion Agreements . Richard Cardoza will receive a separate Employment Agreement outlining his salary, expenses, and stock compensation in the form of Maxima restricted shares. This Employment Agreement is being executed concurrently with the this Purchase Agreement, and the specific amounts of salary, expenses and stock compensation have been mutually agreed by Maxima and Mr. Cardoza. Mr. Cardoza will also serve as a member of the Board of Directors of the Parent Company.

 

1.8      Deliz Consulting Agreement . Michael Deliz will receive a separate Consulting Agreement with terms to be mutually agreed upon by all parties.

 

1.9      City Vines Debt . All debts and liabilities presently owed by City Vines, as well as any debts and liabilities incurred after the execution of this Agreement, shall remain City Vines’s sole responsibility. City Vines agrees to indemnify and hold harmless from all claims, losses and legal actions related to City Vines, Maxima, and each of its individual officers, employees, directors and affiliates.

 

1.10      Maxima Debt . All debts and liabilities presently owed by MXMG shall remain their sole responsibility as well as any debts and liabilities incurred after the execution of this Agreement.

 

1.11      Assets and Liabilities . All assets and liabilities presently owned by the parties shall at all times remain their respective assets and liabilities without claim by the other party

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF CITY VINES

 

To induce Maxima to enter into this Agreement, City Vines represents and warrants to Maxima as follows:

 

2.1.      Organization and Qualifications of City Vines . City Vines is a lawfully existing and in good standing with full power and authority to conduct its business as represented to Maxima. City Vines is duly qualified and in good standing in each state where such qualification is required.

 

2.2.      Capitalization of City Vines . As of the date of the execution of this Agreement, the authorized ownership of City Vines consists of 100 shares of common stock. There are no outstanding warrants, options, preemptive rights, or other rights to purchase or acquire any of City Vines’s equity or ownership interests. No securities, liens or liabilities of City Vines are either directly or indirectly convertible into or exchangeable for equity or ownership interests of City Vines, and there are no equity or similar rights based on the book value or any other attribute of any equity of City Vines.

 

2.3.      Subsidiaries . City Vines does not have any subsidiaries or own any securities issued by any other business organization or governmental authority.

 

2.4.      Title to Properties; Condition of Properties . City Vines has good and marketable title to all of the assets listed on its Latest Balance Sheet. All assets necessary for the continued operation of City Vines’s business as it is currently being conducted and as it has been conducted since its inception are owned by City Vines or subject to valid leasehold interests.

 

2.5.      Absence of Undisclosed Liabilities . Except as set forth on Schedule A, City Vines has no liabilities of any nature, whether accrued, absolute or contingent, other than and to the extent reflected or reserved against on the Latest Balance Sheet and liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet. There are no agreements, judgments, decrees, orders or, to the best knowledge of City Vines, any facts which materially affect, or may in the future (so far as can now be reasonably foreseen) materially affect, the business, properties, operations or condition of City Vines which have not been specifically disclosed in this Agreement.

 

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2.6.      Conduct of Business in the Ordinary Course . City Vines has conducted its businesses since its inception only in the usual and ordinary course consistent with past practice. and since such date City Vines has not (i) sold or transferred any of its assets, except inventory in the ordinary course of business; (ii) changed any method of accounting or accounting practice; (iii) increased or promised to increase the compensation payable to any employee; (iv) made any direct or indirect payments, dividends, distributions, sales or transfers of assets, other than normal compensation, to any officer, director, shareholder or employee of City Vines or any of their affiliates; (v) changed its equity or other ownership interest in City Vines; or (vi) suffered any damage or casualty to its assets.

 

2.7.      Patents, Trade Names, Trademarks and Copyrights . City Vines owns and/or has the right to use, free and clear of any claims or rights of others all patents, trademarks, service marks, trade names, recipes, trade secrets and customer lists which it is using. All debts and liabilities presently owed by City Vines relating to patents, trademarks, service marks, trade names, lab manuals, know-how, unpatented technology, trade secrets and customer lists shall remain City Vines’s sole responsibility as well as any debts and liabilities incurred after the execution hereof.

 

2.8.      Contracts . Except for contracts, commitments, plans, agreements and licenses described on Schedule B (the “Contracts”), City Vines is not a party to or subject to:

 

(a)     any contract or agreement providing for the purchase of all or substantially all of City Vines’s requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier;

 

 

(b)     any contract containing covenants limiting City Vines’s freedom to compete in any line of business or with any person or entity;

 

(c)     any contract or agreement with any present or former officer, director or shareholder of City Vines or with any persons or organizations controlled by or affiliated with any of them; or

 

(d)     any other material contract not entered into in the ordinary course of business.

 

All Contracts are in full force and effect and have not been amended, extended or otherwise modified. City Vines is not in default under any of its Contracts.

 

2.9      Litigation . There are no legal, administrative, arbitration or other proceeding or governmental investigations pending or, to the best knowledge of City Vines, threatened against City Vines.

 

2.10      Compliance with Laws . City Vines has not violated, and is not violating, any laws, regulations or permits which apply to the conduct of its business or the Real Property, the failure with which to comply would have a material adverse effect on City Vines.

 

2.11      Permits . City Vines holds all licenses, permits and franchises which are required to permit it to conduct their respective businesses.

 

2.12      Transactions with Interested Persons . No officer or director of City Vines directly or indirectly owns any material interest in, or serves as an officer or director of, any customer, competitor or supplier of City Vines, or any organization which has a material contract or arrangement with City Vines.

 

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2.13      Warranty or Other Claims . There are no existing material claims against City Vines for goods or services which are defective or fail to meet any product warranties or contract or industry standards. To the best knowledge of City Vines, there are no threatened claims, or any facts upon which a claim could be based, against City Vines for goods or services which are defective or fail to meet any product warranties or contract or industry standards.

 

2.14      City Vines’s Familiarity With Maxima . City Vines represents that it has been afforded an opportunity to review all about Maxima that is available to its Senior Management and Board of Directors, as well as the opportunity to ask questions, and is making an informed independent investment decision. City Vines further represents that it has made its own independent analysis of Maxima’s intended business model and is not relying upon any representations of same from Maxima.

 

ARTICLE III

LEGAL AUTHORITY OF CITY VINES

 

3.1.      Authority of City Vines . City Vines represents and warrants to Maxima that Richard Cardoza, as Managing Partner of City Vines, has full and unrestricted legal right, power and authority to enter into this Agreement, and to sell, assign, transfer, and deliver to Maxima valid, lawful and marketable title to all ownership interests to be sold, assigned and transferred by City Vines to Maxima pursuant to this Agreement, and that the City Vines Personnel signing this document have full and unrestricted legal right, power and authority to enter into this Agreement on behalf of City Vines and all its owners . City Vines represents that neither the execution and delivery of this Agreement nor any other agreements contemplated hereby nor the consummation of the transactions contemplated hereby will conflict with or result in any violation of, or result in default or loss of a benefit under, or permit the acceleration of any obligation under, any judgment, order, decree, mortgage, contract, agreement, deed of trust, indenture, lease or other instrument or any federal, state or local statute, law, ordinance, rule, or regulation applicable to City Vines or any of its assets, property or business.

 

3.2.      Title . Upon delivery to Maxima of certificates representing all of City Vines’s and its owner’s equity interests at Closing, Maxima will acquire lawful, valid and marketable title to such 100% ownership of City Vines, free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever.

 

3.3.      Prohibitions of Transactions . City Vines represents and warrants to Maxima that it is not presently a party to or subject to nor bound by any agreement or any judgment, order, writ, injunction or decree of any court or any governmental body which contains any provision which would or could operate to prevent the carrying out of this Agreement or the transactions contemplated hereby. There are no actions, suits, proceedings at law or in equity by any person or entity, or any arbitration or administrative proceeding or other proceeding pending or threatened, which could prevent consummation of the transactions contemplated by this Agreement other than listed herein.

 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MAXIMA

 

Maxima represents and warrants to City Vines as follows:

 

4.1.      Approval . Maxima has all necessary corporate power and is duly authorized to purchase, acquire and accept the Shares as specified in this Agreement. Maxima has taken all action required to authorize and approve the execution and delivery of this Agreement and the consummation by Maxima of the transactions contemplated hereby.

 

4.2.       Capitalization of Maxima . Upon execution of this Agreement, the authorized capital stock of Maxima will consists of 243 million shares. Within sixty (60) days of execution of this agreement Upon execution, Maxima will authorized an additional 80 million shares which will bring the total number of authorized shares to 323 million.

 

4.3.      Subsidiaries . Maxima currently has no active wholly-owned subsidiaries. Maxima is not a partner or joint venturer in any partnership or joint venture.

 

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ARTICLE V

CLOSING DOCUMENTS

 

5.1      Deliveries of City Vines . City Vines shall deliver to Maxima at closing, full rights and titles to 100% of its equity.

 

ARTICLE VI

COVENANTS

 

6.1      Waiver of Rights: Except as set forth herein, the Parties hereto further agree, covenant, represent and warrant that they intend to and do hereby waive and relinquish any and all rights and benefits conferred on them by any statutory or decisional authorities which would otherwise preclude release of unknown claims.

 

6.2      Scope . If, at the time of enforcement of Section 6.2, a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area.

 

ARTICLE VII

INDEMNIFICATION

 

7.1      Mutual Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any and all claims, demands, expenses (including reasonable attorney fees) or assertions of any kind arising out of or in any way connected with (a) any alleged act, failure to act, omission, or misrepresentation by the indemnifying party, its officers, directors, employees or agents; or (b) any breach by the indemnifying party of any of the terms, conditions, warranties or representations contained in this Agreement, or in any other instrument executed by the indemnifying party in connection with this Agreement.

 

ARTICLE VIII

MISCELLANEOUS

 

8.1.      Survival of Representations and Warranties . The representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered to Maxima or City Vines in connection with this Agreement will survive the Closing Date and the consummation of the transactions contemplated hereby.

 

8.2.      Governing Law . Each of the provisions of this Agreement shall be enforceable independent of any other provision and independent of any other claim or cause of action. In the event of any dispute arising under the terms of this Agreement, the parties hereto agree that the jurisdiction shall remain with the State of California and the laws thereof will govern its interpretation, validity and effect of this Agreement without regard to the place of its execution or place of performance.

 

Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be determined through arbitration administered pursuant to the rules of the American Arbitration Association and the judgment on the award rendered therein may be entered in any court having jurisdiction thereof. Each party shall initially be responsible for its own attorney fees, costs and expenses of arbitration. The Arbitrator may include, in the award, an assessment of expenses of arbitration and the costs thereof with an award of reasonable attorney fees to the prevailing party.

 

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8.3.      Failure to Comply with Section 368 IRS Tax Code: In the event that this Agreement fails to meet the requirements of Section 368 of the Internal Revenue Code pertaining to a tax free transaction, the parties agree to modify or change portions of this Agreement in order to comply with the requirements of Section 368.

 

8.4.      Entire Agreement . This Agreement, including the other documents referred to herein which form a part hereof, contains the entire understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly provided for herein. This Agreement supersedes all prior agreements and undertakings between the parties with respect to such subject matter. No waiver and no modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.

 

8.5.      Severability of Invalid Provision . If any one or more covenants or agreements provided in this Agreement should be contrary to law, then such covenant or covenants, agreement or agreements shall be null and void and shall in no way affect the validity of the other provisions of this Agreement.

 

8.6.      Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

 

8.7.      Section Headings . Section headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of the provisions hereof.

 

8.8.      Counterparts . This Agreement may be executed in one or more counterparts, and shall become effective when one or more counterparts have been signed by each of the parties.

 

8.9.      Waiver . Waiver by any party hereunder of any breach of or failure to comply with any provision of this Agreement by the other party shall not be construed as, or constitute a continuing waiver of, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement.

 

8.10.      Non-exclusivity . The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive and shall be in addition to any and all other rights, remedies, powers and privileges granted by law, rule, regulation or instrument.

 

8.11      Notices . All notices, requests, consents and other communications required or permitted hereunder must be in writing and must be personally delivered, mailed first-class postage prepaid, registered or certified mail, or delivered by a nationally recognized overnight courier:

 

If to City Vines, at:

Richard Cardoza

1933 Upper Rim Rock

Laguna Beach, CA 92651

Phone: (508) 951-0673

 

If to Maxima, at:

Maxima Group, Inc.

3196 Aberdeen Way

Escondido Ca 92025

Attn: Mirek Gorny

Phone: (858) 774-8077

or to such other address as City Vines or Maxima may specify to the other by written notice, and such notices and other communications will be treated as being effective or having been given when delivered, if personally delivered, or when received, if sent by mail.

 

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This agreement may have amendments after review by legal counsel of both parties and if they are mutually agreed upon by both parties.

 

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the day and year first above written .

 

MAXIMA GROUP, INC.

 

 

By: /s/ Mirek Gorny                                          

Mirek Gorny, Sole Officer and Director

 

 

CITY VINES:

By:

 

 

 

By: /s/ Richard Cardoza                              
Richard Cardoza, Manging Director  

 

ATTACHMENTS:

 

Schedule A – List of City Vines’s Assets and Outstanding Liabilities

Schedule B – List of City Vines’s Contracts

 

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Schedule A – List of City Vines’s Assets and Liabilities

 

To be provided within 30 days of closing

 

 

Schedule B – List of City Vines’s Contracts

 

To be provided within 30 days of closing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 8.1

 

RICHARD CARDOZA EMPLOYMENT AGREEMENT

October 17, 2015

 

This Agreement is by and between Maxima Group, Inc., a Nevada corporation (hereinafter referred to as the “Company”), City Vines, LLC (“City Vines”) and Richard Cardoza (hereinafter referred to as “Cardoza” or “Employee”) under the terms and conditions listed below.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set for the, the parties hereto agree as follows:

 

1.     EMPLOYEE AGREEMENT

 

The Company hereby retains Employee and Employee hereby accepts retention with the Company under the terms and conditions hereinafter set forth. This Agreement is a companion agreement to the Equity Purchase Agreement between the Company and City Vines, LLC, and will become null and void and immediately terminated in the event said Equity Purchase Agreement is not fully executed or is terminated or rescinded for any reason.

 

2.     TERM

 

Initial Term . The term of this Agreement (the Term) shall be for a period of five (5) years commencing on October 17, 2015 and extending until September 30, 2020, at which time this Agreement will be automatically terminated unless both parties agree otherwise in writing.

 

Effective Date . The effective date of this Agreement is October 17, 2015 with term beginning November 1, 2015.

 

3. DUTIES AND RE SPONSIBILITIES

 

Offices . During the term of this Agreement, Employee shall serve as President of the City Vines, LLC subsidiary, or in such other similar capacity as mutually agreed. In performing such duties, Employee will be subject to and abide by, and will use his best efforts to cause other employees and consultants of the company to be subject to and abide by, all policies and procedures developed by the Board.

 

Responsibilities . Employee will perform the normal and typical duties and assume the normal and typical responsibilities of the President of a subsidiary of a publicly traded company as imposed by Nevada or applicable law, the Certificate of Incorporation, as amended, and Bylaws, as amended, of the subsidiary , including but not limited to the following: (i) Coordinate, oversee and assume ultimate responsibility for operations, production, sales and marketing, and public relations; Schedule, attend and chair the meetings of Company's Board of Directors; (ii) ) Manage and oversee the activities of City Vines’s Vice-Presidents and ensure that all City Vines e mployees comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations and practices as they may from time-to-time be adopted or modified; (iii) Participate as a full voting member of Parent Company's Board of Directors in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, and reviewing management performance; (iv) Report directly to and work together with the Board Members, Executives and Senior Members of the Parent Company as needed and requested.

 

Conduct . In all matters relating to the business of the Company, Employee agrees to conduct himself in a legal, professional and ethical manner at all times. Employee agrees not to engage in any conduct or communications, included but not limited to: email, telephone or in public, which disparages or is derogatory of the Company, its officers, directors, staff, or any of its technology or products, during or after the term of this Agreement.

 

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4.     COMPENSATION

 

Base Salary . For services rendered by Employee under this Agreement, City Vines shall pay Employee during the term hereof a monthly cash salary of Ten Thousand Dollars ($10,000 U.S.), payable on the 15 th day of each month with the first month’s salary due on November 15, 2015 . Employee’s base salary shall be reviewed at least annually by the Board of Directors and may be increased annually and from time to time as the Board, in its sole discretion, may decide, and if increased, a new increased base salary will be established.

 

Stock Compensation . The Company shall issue to Employee Forty Million Three Hundred and Seventy-Five Thousand shares of the Company’s common stock, representing 12.5% of the total authorized and outstanding shares. These shares will be delivered to Employee within 60 days of the date of execution of this agreement. The Company shall also issue to Employee $10,000 worth of the Company’s Restricted Preferred Shares for each month this agreement is in effect, beginning November 15, 2015 and continuing through the duration of this Agreement. These shares will be issued and delivered to Employee and/or his assigns annually on or before November 15 th of each year, with the first years’ shares to be delivered no later than November 15, 2016. Shares may also be delivered in advance if the Company so chooses.

 

Percentage of Gross Revenues . Employee will also receive an annual cash compensation bonus equaling 5% of City Vines’s Net Gross Revenues and an annual stock bonus equaling 25% of City Vines’s Net Gross Revenues. These bonuses will be paid to Employee no later than 60 days following the end of each year of Employee’s Agreement.

 

5.     ADDITIONAL BENEFITS TO EMPLOYEE

 

Paid Vacation . Employee shall be entitled to fifteen (15) days paid vacation each year during the term of this Agreement, to be used at Employee’s discretion.

 

Sick Leave . Employee shall be entitled to a minimum of 10 paid sick days per year during the term of this Agreement. Unused sick days will accrue and can be used in later years, or will be paid in cash at time of termination of this Agreement. Employee has accrued 48 sick days as of August 31, 2010..

 

Expense Reimbursement . The Company will reimburse Employee for all pre-approved and authorized expenses incurred in the process of performing duties as a Company Employee and/or on the Company’s behalf, including but not limited to office expenses, travel, and meals and entertainment when related to Company business.

 

Incentive Compensation and General Employee Benefit Plans . While employed by the Company, Employee shall be allowed to participate, on the same basis generally as other Employees of the Company, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective date or thereafter are made available by Company to Company’s employees. Such benefit plans and programs may include, but are not limited to, medical, health and dental care, life insurance, disability protection, and pension or profit-sharing plans.

 

6.     NON-CIRCUMVENTION

 

Non-Circumvention . The Company may from time to time introduce existing or potential customers, vendors, partners, affiliates or other business contacts (collectively, the "Contact" or "Source") to the Employee for the purpose of exploring ongoing or future business relationships with Employee and/or the Company, its subsidiaries or its vendors. The Employee covenants not to circumvent the Company, either directly or indirectly, with respect to any Contact/Source introduced to the Employee by the Company, its subsidaries or employees, consultants or vendors.

 

7.     TERMINATION

 

Termination for “Cause” . The Company may terminate this Employee Agreement at any time for “Cause.” “Cause” shall exist for such termination if Employee (i) is adjudicated guilty of illegal activities of consequence by a court of competent jurisdiction; (ii) commits any act of fraud or intentional misrepresentation; or (iii) breaches any of the material provisions of this Agreement and which breach the Employee has not cured or altered to the satisfaction of the Board within ten (10) days following written notice by the Board to the Employee regarding such breach.

 

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Termination of Compensation . If the Company terminates the Employee’s employment under this Agreement for “Cause”, the Employee shall not be entitled to receive any compensation following the date of such termination..

 

Termination by Employee . Employee has the right to terminate his employment under this Agreement for any reason, upon 30 days prior written notice to the Company.

 

Return of Records . In the event of termination of this Agreement with the Company, Employee agrees to deliver promptly to the Company all equipment, notebooks, documents, memoranda, reports, files, samples, correspondence, books, lists, or other written or graphic records, and the like, belonging to the Company and relating to the Company’s business, which are or have been in his possession.

 

8.     NONCOMPETITION

 

Noncompetition Provisions . During his employment, and for a period of two years after the termination of his employment (the “Noncompete Term”), Employee shall not, directly or indirectly, whether as an employee, director, owner, 5% or greater stockholder, Employee, or partner (limited or general):

 

(a) engage in or have any interest in, any business that competes with the business of the Company during such period, including the business of the Company or any of its subsidiaries, in any geographic location(s) in which the Company is conducting business during the Noncompete Term (the “Noncompete Area”). The Company may, in its sole discretion, give Employee written approval(s) to personally engage in any activity or render any services referred to in this Section 9 if the Company secures written assurances (satisfactory to the Company and its counsel) from Employee, or any prospective employer(s) of Employee, that the integrity of the Company’s Confidential Information will not in any way be jeopardized by such activities, provided that the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon Employee;

 

(b) offer, within the Noncompete Area and during the Noncompete Term, any of the products or services similar or in competition with those offered by the Company; or

 

(c) otherwise compete or interfere with the activities of the Company within the Noncompete Area and during the Noncompete Term.

 

Remedies . Employee hereby recognizes and acknowledges that irreparable injury or damage shall result to the Company in the event of a breach or threatened breach by Employee of any of the terms or provisions of this Section 8, and Employee therefore agrees that the Company shall be entitled to an injunction restraining Employee from engaging in any activity constituting such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the company from pursuing any other remedies available to the Company at law or equity for such breach or threatened breach, including, but not limited to, the recovery of damages from Employee and, if Employee is an employee of the Company, the termination of his employment with the Company in accordance with the terms of this Agreement.

 

9.     MISCELLANEOUS
 

Personal Contract. This Agreement represents a contract between Company and Employee only, and the rights and interests of the Employee hereunder may not be sold, transferred, assigned, pledged or hypothecated to any other individual or Agency except as otherwise expressly permitted by the provisions of this Agreement. The Employee shall not under any circumstances have any option or right to require payment hereunder otherwise than in accordance with the terms hereof. Except as otherwise expressly provided herein, the Employee shall not have any power of anticipation, alienation, or assignment of payments contemplated hereunder, and all rights and benefits of the Employee shall be for the sole personal benefit of the Employee, and no other person shall acquire any right, title or interest hereunder by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against the Employee; provided, however, that in the event of the Employee’s death, the Employee’s estate, legal representative or beneficiaries (as the case may be) shall have the right to receive all of the benefit that accrued to the Employee pursuant to, and in accordance with, the terms of this Agreement.

 

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Assignment . If a change of ownership of Company should occur, this Agreement will be automatically assigned to any successor of substantially all of Company’s business or assets, and any such successor shall be bound by all of the provisions hereof.

 

Headings . The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and will not affect the construction of any of its provisions.

 

Severability . If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties.

 

Gender and Plurals . Masculine gender includes the feminine; singular includes the plural, and conversely.

 

Governing Law . This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the laws of the State of California, and any and all actions to enforce the provisions of this Agreement shall be brought in a court of competent jurisdiction in Orange County, in the State of California, and in no other place.

 

Full Knowledge . By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

 

10. CORPORATE APPROVALS

 

The Company represents and warrants that the execution of this Agreement by its corporate officer named below has been duly authorized by the Board, is not in conflict with any Bylaw or other agreement and will be a binding obligation of the Company, enforceable in accordance with its terms.

 

IN WITNESS WHEREOF, the parties have executed this Agreement on October 17, 2015.

 

THE COMPANY: Maxima Group, Inc.

By:

 

 

/s/ Mirek Gorny                                

     Mirek Gorny, CEO


CITY VINES, LLC
By:

 

 

/s/ Richard Cardoza                         

     Richard Cardoza, President



EMPLOYEE:

 

/s/ Richard Cardoza                       

     Richard Cardoza, an individual

 

 

 

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