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): June 20, 2006
NuWay
Medical, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-19709
|
65-0159115
|
|
(State
or other
jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
2603
Main
Street, Suite 1155, Irvine, CA 92614
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (949) 235-8062
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
Item
1.01
Entry into a Material Definitive Agreement.
On
June
20,
2006,
NuWay Medical, Inc. (the "Company") entered into a Consulting Agreement (the
"Consulting Agreement") with Kenneth Reay Code, (the "Consultant"). Pursuant
to
the
Consulting Agreement; the Company has engaged the services of the Consultant,
effective January 1, 2006, to advise the Company in research and development
and
technical support, and to provide other services and assistance to the Company
in matters relating to the Company’s business.
The
Consulting Agreement contains provisions requiring the Consultant to devote
substantially all of his business time to the Company; prohibiting the
Consultant from directly or indirectly engaging in any business activity that
would be competitive with the business of the Company or its affiliates,
including its wholly-owned subsidiary BioLargo Life Technologies, Inc.;
providing
that during the term of the Consulting Agreement and for one year
post-termination, the Consultant will not solicit the Company’s employees or
customers; and other standard provisions typical for a consulting
agreement.
The
Consulting Agreement also provides that the Company shall retain the exclusive
right to use or distribute all creations which may be created during the term
of
the Consulting Agreement.
The
Consulting Agreement terminates on January 1, 2007, unless terminated earlier
as
provided therein. During the term of the Consulting Agreement, the Consultant
shall be paid $15,400 per month, prorated for partial months, and shall be
entitled to reimbursement for authorized business expenses incurred in the
performance of his duties.
The
Consultant has also agreed to protect, maintain and keep confidential any
proprietary or confidential information of the Company and executed a
non-disclosure and confidentiality agreement dated as of June 20, 2006 in
connection therewith.
Item
9.01
Financial Statements and Exhibits
(c)
Exhibits
|
Exhibit
No.
|
Description |
|
10.1
|
Consulting
Agreement |
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.
| Date:
June
23, 2006 |
|
|
| |
NUWAY
MEDICAL,
INC. |
|
|
|
| |
By: |
/s/ Dennis
Calvert |
| |
Dennis
Calvert |
| |
Chief
Executive Officer |