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): February 13, 2006
PEAK ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-18143 87-0449399
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire, UK DE45 1DL
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 44 1629 814555
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 obligations 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 240.313e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
We have been in discussions with The Silly Goose Company, LLC concerning
resolution of matters in connection with a certain intellectual property
entitled "The Wumblers".
The matter regarding Silly Goose relates solely to certain intellectual property
entitled "The Wumblers" and has no effect on our other intellectual property
rights and other marketing rights such as Muffin the Mule, Monster Quest,
Countin Sheep, Pretty Pony Club and Snailsbury Tails.
On or about February 13, 2006, the Company received a letter from Silly Goose,
dated February 13, 2006, seeking the unilateral termination of an April 28, 2003
agreement and an Entertainment Production Agreement, dated as of December 16,
2003, between the parties. Silly Goose cited, among its alleged reasons for
termination, the Company's failure to perform its material obligations under the
agreement. Silly Goose also demanded the prompt delivery to it of all materials,
samples, models, contracts, scripts, and other materials developed in connection
with The Wumblers.
We deem the letter as a notice seeking curing of any deficiencies on our part
under the agreements. The entertainment production agreement specifically
provides that: "If the breaching Party has not instituted a remedy or is not in
the process of instituting a remedy within sixty (60) days of receipt of such
notice, the aggrieved Party may terminate this Agreement immediately by a
further notice in writing." Accordingly, we believe that the letter notice is
ineffective as an immediate termination of the agreements, and we believe that
we have the right to the cure period provided for in the entertainment
production agreement, as well as valid claims against the termination, and
counterclaims we may assert in the event of litigation. Resolution of the
matters may include return of all intellectual property concerning The Wumblers
to Silly Goose. There can be no assurance that, if litigation is instituted, we
will prevail in any litigation.
The April 28, 2003 agreement confirmed the basis upon which the parties agreed
to cooperate in the development and production of a television series entitled
"The Wumblers." The parties, at their own respective cost and expense, each
agreed to provide certain services in furtherance of the project. The agreement
provided that, for an option period of up to two years, the Company shall have
sole and exclusive entitlement to seek to raise finance for the production of
the project and seek further opportunities to commercially exploit the project.
The agreement provided that in the event within the option period, the Company
shall secure sufficient finance for production of the project, the parties shall
enter into an agreement for the production of the project.
Subsequent to the April 28, 2003 agreement, the Company entered into an
entertainment production agreement, dated as of December 16, 2003, with Silly
Goose for the production of animated television episodes of "The Wumblers".
Pursuant to an agreement dated April 28, 2003, the Company is entitled to all
exploitation rights in The Wumblers including merchandise and distribution
rights. Under the entertainment production agreement, the Company is to finance
or obtain financing for the episodes. Under the entertainment production
agreement, the Company has the right to exploit the licensed property worldwide
in perpetuity. Under the entertainment production agreement, the Company is
entitled to 35% to 40% of the gross revenues, depending on the location from
which revenues are generated and the form of the source of revenues, whether
television, music, or merchandise. The Company and the financing partners are
entitled to recoup all production and marketing costs from gross revenues. Silly
Goose paid $500,000 to Peak which increased its net proceeds split share, as
stated in the entertainment production agreement, to 31% at the time.
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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.
PEAK ENTERTAINMENT HOLDINGS, INC.
Date: February 24, 2006
By: /s/ Wilf Shorrocks
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Wilf Shorrocks
President
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