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): ~~January~~March 13, 2015

ENCORE BRANDS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	5182	26-3597500
(State or Other Jurisdiction	(Primary Standard Industrial	(IRS Employer
of Incorporation)	Classification Code Number)	Identification No.)

2215-B Renaissance Drive

Las Vegas, NV 89119

(310) 699-9937

(Address and telephone number of registrant’s principal executive offices)

________________

(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 15a-12 under the Exchange Act (17 CFR 240.15a-12)

[ ] Pre-commencement communications pursuant to Rule 15d-2(b) under the Exchange Act (17 CFR 240.15d-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

On ~~May~~February ~~28th~~24th, ~~2014~~2015 Encore Brands, Inc. (“Encore ~~Brands~~”) entered into a material definitive agreement to acquire ~~substantially~~the ~~all~~master oflicense and worldwide rights for the ~~assets~~electronic ofcigarette ~~Firefly~~brand ~~Brand~~Jak ~~Management~~from Sago Technology, ~~LLC~~Inc. (“~~Firefly Brand Management~~Sago”) ~~from Cynthia Modders~~. The agreement provides that Encore Brands will form a new entity, ~~Firefly~~Jak ~~Consumer~~Marketing ~~Products~~ Group, Inc. (“~~Firefly Consumer Products~~JMG”), which will acquire ~~these~~the ~~assets~~master ~~and~~license to operate and manage the business.

~~While~~In addition to the ~~assets~~license, inEncore ~~question~~Brands ~~were~~has ~~encumbered~~entered byinto ~~issues~~a ~~regarding~~management ~~their~~agreement ~~ownership~~whereby bytwo ~~Firefly~~principles ~~Brand~~of ~~Management,~~Sago ~~LLC~~will ~~members,~~manage ~~Ms.~~the ~~Modders~~business ~~was~~of ~~made~~JMG ~~President~~for ofa ~~Firefly~~minimum ~~Consumer~~of ~~Products~~36 ~~and~~months. ~~has~~The ~~managed~~management ~~the~~agreement ~~business~~includes ~~until~~certain ~~such~~performance ~~time~~incentives asand ~~the~~equity ~~issues~~in ~~regarding~~JMG ~~the~~to ~~assets~~be ofearned ~~Firefly~~over ~~Brands~~the ~~Management~~36 ~~were~~month ~~resolved~~period.

~~Established~~Furthermore, inEncore ~~2009~~has byentered ~~licensing~~into ~~veteran~~a ~~Cynthia~~purchase ~~Modders,~~agreement ~~Firefly~~with ~~Brand~~Sago ~~Management~~for ~~quickly~~a ~~established~~10 ~~itself~~percent byownership ~~virtue~~stake ofin ~~the~~Sago ~~founder’s~~Technology ~~relationships~~ and ~~expertise~~its asassets, ~~well~~including asthe ~~that~~Jak ~~of its partners and affiliates~~trademark.

ByFounded ~~obtaining representation agreements with significant brand owners~~ in ~~the~~2011 ~~entertainment~~by ~~and~~Mr. ~~consumer~~Jack ~~products space~~Saleh, MsMr. ~~Modders~~Saleh ~~quickly~~has ~~established~~developed aand ~~full~~successfully launched ~~service~~the ~~licensing~~Jak ~~and~~electronic cigarette brand ~~management~~in ~~firm~~Chicago, ~~that~~IL ~~continues~~achieving towholesale ~~attract~~revenue ~~talent~~of asone ~~well~~million asdollars ~~brand~~in ~~owners.~~2013 ~~With~~and ~~associates~~two ~~across~~million ~~the~~dollars ~~country~~in ~~able~~2014. toThe ~~execute~~brand onhas ~~unique~~became ~~licensing~~one ~~strategies,~~of the ~~company~~top ~~has~~10 ~~grown~~retail ~~each~~ecig ~~year~~brands ~~both~~sold in ~~the~~Chicago ~~brands~~convenience itstores ~~represents~~as ~~and~~of inJune ~~revenue~~2014.*

~~The~~Less ~~company’s~~than ~~skill~~a ~~sets~~decade ~~are~~old, athe ~~compliment~~electronic cigarette market is still in its infancy, but has grown to ~~the~~an ~~mission~~estimated ~~and~~3 ~~strategy~~billion ofdollars ~~Encore~~worldwide ~~Brands~~in ~~and~~2015. ~~allow~~While ite-cigarette toproducts ~~acquire~~are anot ~~broad~~currently ~~base~~regulated ofin ~~knowledge~~the US, ~~expertise~~it ~~and~~is ~~relationships~~anticipated that this will happen at some point in the near future with ~~which~~the toresulting ~~develop~~taxation dollars aimed at improved product safety, meeting FDA requirements and ~~manage~~education ~~it’s~~against ~~brands~~smoking.

~~After~~While the ~~resolution~~anticipated ofregulation ~~the~~may ~~issues~~cause ~~regarding~~some ~~the~~additional ~~ownership~~cost of ~~the~~goods ~~assets~~sold inor ~~dispute,~~require ~~beginning~~the ~~January~~need 1,for ~~2015~~some ~~the~~sort ~~assets~~ of ~~Firefly~~wholesale ~~Brands~~license. Management ~~were~~does ~~added~~not tobelieve ~~the~~this ~~balance~~will ~~sheet~~impede ofthe ~~Firefly~~growth ~~Consumer~~in ~~Products~~sales ~~Group~~of ~~and~~these ~~all~~nicotine ~~revenue~~delivery ~~generated~~devices byas ~~those~~more ~~assets,~~and ~~since~~more ~~June~~data 1,is ~~2014,~~accumulated ~~will~~about beits ~~recognized~~long-term onuse ~~the~~in ~~financials~~comparison ofto ~~Firefly~~conventional ~~Consumer~~tobacco ~~Products Group~~products.

InThis ~~addition~~unique toconsumer ~~the~~brand ~~purchase~~represents ofan ~~Firefly~~opportunity ~~Brand~~for ~~Management’s~~Encore ~~assets,~~to ~~the~~execute ~~company drew an additional $450,000~~ on ~~the~~its $5consumer ~~million~~brand ~~revolving~~strategy ~~credit~~in ~~line~~a ~~provided~~rapidly bygrowing ~~TCA~~market ~~Global~~segment ~~Credit~~with ~~Master~~a ~~Fund~~high ofmargin ~~which~~product ~~proceeds~~and ~~of $423,800 were received by the company. The proceeds from the draw were used to~~ acquire ~~the~~experienced ~~assets~~ and tomotivated ~~operate~~management ~~and~~in ~~manage~~ the ~~business~~process.

The Purchase Agreement, ~~has~~the Management Agreement and Master License agreement have been included as an attachment to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the parties. The representations, warranties and covenants contained in the ~~Purchase~~Agreements ~~Agreement~~ were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the ~~Purchase Agreement~~Agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the ~~Purchase~~Agreements ~~Agreement~~ and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of ~~Firefly~~Sago ~~Brand~~Technology ~~Management, LLC~~ or Encore Brands or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the ~~Purchase Agreement~~Agreements, which subsequent information may or may not be fully reflected in Encore Brand’s public disclosures.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Effective onFebruary ~~December 27~~25, ~~2013~~2015, wethe company entered into a ~~Senior~~purchase ~~Secured~~agreement ~~Revolving~~and ~~Credit~~master ~~Facility~~license ~~Agreement~~agreement (the “~~Credit Agreement~~Agreements”) ~~dated as of August 31, 2013~~ with ~~TCA~~Sago ~~Global~~Technology ~~Credit Master Fund, LP, a Cayman Islands limited partnership. Pursuant to the Agreement, TCA agreed to loan up to $5 million to us~~ for ~~working capital purposes. A total of $750,000 was funded by TCA in connection with~~ the ~~closing~~Jak ~~and~~e-cigarette ~~acquisition of Northridge Mills Holdings, Inc~~brand. OnThe ~~June~~master 5,license ~~2014~~requires the company ~~drew~~to ~~and~~purchase ~~additional $450,000 on~~ the ~~credit~~existing ~~line~~Sago ~~for~~inventory aat ~~total~~its ofcost ~~$1,200,000~~as ~~having~~well ~~been~~as ~~advanced~~buying to the ~~company~~current ataccounts ~~that time~~receivable. ~~The~~In ~~outstanding~~addition, ~~balance on~~ the ~~credit~~company ~~line~~will atuse ~~the~~it ~~execution~~best ofefforts ~~the Firefly purchase agreement in May of 2014 prior~~ to ~~draw~~provide ~~number~~the 2funding ~~was~~necessary ~~$461,958.40. The amounts borrowed pursuant~~ to ~~the~~operate ~~Credit Agreement are evidenced by a Promissory Note (~~the ~~“Note”),~~existing ~~the~~business ~~repayment~~up ~~of which is secured by a Security Agreement executed by us and our~~ to ~~be wholly-owned subsidiary~~ and ~~additional~~including ~~guarantor, Firefly Consumer Products Group, Inc. Pursuant to~~ the ~~Security~~use ~~Agreement, the repayment~~ of the ~~Note is secured by a security interest in substantially all of our, Firefly Consumer Products Group, Inc and Northridge Mills Holdings, Inc.~~company’s ~~assets~~credit inline ~~favor~~with of TCA~~. Draw~~ ~~number~~Global 2Credit inMaster the amount of $450,000 was due and payable along with interest thereon on Dec 5, 2014, and bears interest at the rate of 11% per annum, increasing to 18% per annum upon the occurrence of an event of defaultFund. ~~This senior secured facility is able to be extended at the sole discrection of the lender.~~

~~Additionally~~Furthermore, ~~upon~~it ~~the~~is ~~occurrence~~agreed ofthat ~~an event of default under~~ the ~~Credit~~company ~~Agreement~~will orraise ~~the~~an ~~Revolving~~additional ~~Note,~~1 ~~TCA~~million ~~may~~dollars ~~convert~~over ~~all or any portion of~~ the ~~outstanding~~next ~~principal,~~6 ~~accrued~~months ~~and~~to ~~unpaid~~be ~~interest,~~used ~~and~~for ~~any~~the ~~other~~growth ~~sums due~~ and ~~payable~~operations ~~under~~of the ~~Revolving~~JMG ~~Note~~business. ~~into~~At ~~shares~~the oftime ~~our common stock at a conversion price equal to 85%~~ of the ~~lowest~~deposit ~~daily~~of ~~volume~~these ~~weighted~~funds ~~average~~into ~~price~~the ofJMG ~~our~~operating ~~common~~account ~~stock during~~ the ~~five~~company ~~(5)~~will ~~trading~~receive ~~days~~a ~~immediately~~10 ~~prior~~percent toequity ~~such~~share ~~applicable~~of ~~conversion~~Sago ~~date~~Technology, ~~in each case subject to TCA not being able to beneficially own more than 4~~Inc.~~99%~~ ofand ~~our~~its ~~outstanding common stock upon any conversion~~assets.

We*6/2014 ~~have~~IRI the right to prepay the Revolving Note, in whole or in part, provided, that we pay TCA an amount equal to the then outstanding amount of the Revolving Note plus a fee of 2.5% for repayments of 80% or more of the total amount of the note within 91 to 180 days following the Closing for making the credit facility available.Data

We also agreed to pay TCA various fees during the term of the Credit Agreement, including a $1,500 asset monitoring fee (which increases as additional amounts are borrowed under the Credit Agreement) due each quarter that the Credit Agreement is outstanding, a commitment fee of 3% of the revolving loan commitment and 2% of any increase in the amount thereof, and an investment banking fee of $168,750 for draw number 2 payable in three $56,250 payments at 6, 9 and 12 months from the date of closing.

We also paid TCA various due diligence, legal and document review fees in connection with the closing. In total, we paid $26,200 in fees, expenses and closing costs, and netted $423,600 in connection with the execution of draw number 2.

During the term of the Credit Agreement, we are prohibited from incurring any indebtedness (other than in connection with the Credit Agreement or as otherwise approved by TCA).

The foregoing description of the Revolving Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, the descriptions and complete terms and conditions of the Credit Agreement, a copy of which is attached as exhibit 10.2

Item 9.01 Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibits Description

10.1 ~~Purchase~~Master License Agreement

Dated ~~May~~February 2825, ~~2014~~2015 between the company and ~~Firefly~~Sago ~~Brands Management~~Technology, ~~LLC~~Inc

10.2 ~~Credit~~Management Agreement

Dated ~~June~~February ~~5th~~25, ~~2014~~2015 between the company and ~~TCA~~Sago ~~Global~~Technology, ~~Credit Master Fund LP~~Inc

10.5 Purchase Agreement

Dated February 25, 2015 between the company and Sago Technology, Inc

SIGNATURE

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.

	ENCORE BRANDS, INC.
January 12, 2015	By: /s/ Alex G. McKean
March 3, 2015	By: /s/ Alex G. McKean
	Alex G. McKean
	Chief Financial Officer

Filing Compare · Encore Brands, Inc.