UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): May 22, 2015
Portage Resources Inc.
(Exact
name of registrant as specified in its charter)
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Nevada |
000-52791 |
75-3244927 |
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
of Incorporation) |
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Identification No.) |
Av.
Benavides 441 Apto 101B
Miraflores,
Lima 18, Peru
(Address
of Principal Executive Officers)
Registrant's
telephone number, including area code: 011-511-733-5100
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 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 240.13e-4(c))
Item 1.01 Entry into a Material Definitive
Agreement.
Item 2.01 Completion of Acquisition or Disposition
of Assets
On May 18, 2015, Portage Resources,
Inc. entered into an Agreement for the Purchase of Preferred Stock with FG Fitness and Media Group, Inc., a Nevada corporation.
Pursuant to the terms of the agreement, Portage Resources has acquired 3,500,000 shares of Preferred Stock of FG Fitness and Media
Group. Each share of preferred stock of FG Fitness and Media Group has voting rights equal to 1,000 shares of common stock, giving
Portage Resources voting control of FG Fitness and Media Group. In consideration for those preferred shares, Portage Resources
shall issue to FG Fitness and Media Group 1,000,000,000 shares of common stock of Portage Resources, which will represent approximately
68.69% of the issued and outstanding stock of Portage Resources. Prior to this transaction, there were no material relationships
between the officers, directors, or affiliates of Portage Resources and the officers, directors and affiliates of FG Fitness and
Media Group. As part of this transaction, FG Fitness and Media Group’s management, including Jason Miller and Anthony K.
Miller, have obtained seats on the Board of Directors of Portage Resources.
Item 8.01 Other Events
As a result of this Material Definitive agreement the
Company’s Administrative offices and legal counsel shall be the following:
Address:
5996 S. Edmond
Las Vegas Nevada
89118
Tel: 844-370-1805
Fax: 818 710-8890
Email: info@fgfmg.com
Website(s): www.fgfmg.com
Legal Counsel
Law Offices of Thomas C. Cook
8250 W. Charleston Blvd.
Suite 120
Las Vegas, NV, 89117
United States
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
No. Exhibit
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf
by the undersigned Chairman hereunto duly authorized.
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Date: May 21, 2015 |
Portage Resources Inc. |
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/s/ Anthony K.Miller |
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ANTHONY K. MILLER |
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Chairman |
EXHIBIT 1
AGREEMENT FOR THE PURCHASE OF
PERFERRED STOCK
THIS COMMON STOCK PURCHASE
AGREEMENT, (the “AGREEMENT”) made dated May 15, 2015 by and between, Portage Resources, Inc. a publicly traded
company trading on the OTC Markets with the symbol of POTG hereinafter known as the "Buyer", and FG Fitness &
Media Group, Inc., a publicly traded company trading on the OTC Markets under the symbol FGFT & its Chairman Anthony
K. Miller hereinafter known as the "Seller". Collectively, the Buyer and Seller shall be known as the “Parties”.
W I T N E S S E T H:
WHEREAS, the Seller owns an aggregate
of 5,000,000 shares of the issued and outstanding Preferred stock (the “Stock”) of Seller par value $.001 per share
of the Company (the “Control Stock” which have super voting rights of 1000 votes for 1 share) representing approximately
100% of the total issued and outstanding shares of Preferred Stock of the Company; and the seller has approximately 550,000 Common
shares shares Issued and outstanding at the signing of this agreement (held by 62 shareholders); and
WHEREAS, Buyer wishes to purchase
the Stock from Seller;
NOW, THEREFORE, in consideration
of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Agreement to Purchase and Sell.
Seller will sell to Buyer and Buyer agrees to purchase the Preferred Stock of the Buyer, for 1 Billion shares of Common stock
of the Buyer, which once issued to the Seller will represent 68.6% 9 (the “Control Stock”) of the total issued and
outstanding Common shares of the Buyer.
Closing And Payment. Subject to the terms and conditions hereof, and in
reliance upon the written representations and warranties of Buyer, Seller will sell and, subject to the terms and conditions
hereof, and Buyer will purchase, at closing (the “Closing”), the stock, to the extent mutually acceptable to the
parties hereto, on such date as may be agreed upon by the Parties (the “Closing Date”). At the Closing, Seller
shall (i) deliver to the Buyer the stock certificate(s) evidencing the “Control Stock” acquired (3.5 million
shares or 70% of the total issued and outstanding Preferred Shares of the Seller), (ii) to the extent available to Seller,
deliver financial records and the Business Plan of FG Fitness & Media Group, Inc and (iii) true and correct copies
of all business and corporate records of FG Fitness & Media Group, Inc, including but not limited to
correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts; (iv) the Parties acknowledged that debt assignment(s)
have been assumed by the Buyer and that the parties shall be governed by the agreement (in Exhibit A) until changed or
modified by written notification from the debtor.
At the Closing, Buyer shall deliver to Seller the stock certificate(s)
evidencing the Control Stock acquired; delivered upon fulfillment of the representations and warranties noted in this document
by the Seller; along with appointments of two (2) seats on the Board of Directors of the Buyer.
(Stock certificates referencing Control to the Seller shall be held in trust with
The Law Offices of Thomas C. Cook, Ltd. Nevada Trust Account 8250 W. Charleston Blvd. Suite 120Las Vegas, NV, 89117
until the provisions of this agreement are completed by the Parties. Upon notification from the Buyer, that fulfillment of the
statutes has been completed; such certificate shall be immediately tendered to the Buyer).
2. Representations and Warranties of Seller.
Seller hereby represents and warrants to Buyer that the statements in the following paragraphs of this Section 3 are all true
and complete as of the date hereof:
a. Authority; Due Authorization. This Agreement
has been duly and validly executed and delivered by Seller, and upon the execution and delivery by Buyer of this Agreement and
the performance by Buyer of Buyer’s obligations herein, will constitute, a legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency
laws or other laws affecting enforcement of creditors’ rights or by general principles of equity.
b. Title to Stock. Seller is the record and beneficial
owner of the Stock and has sole managerial and dispositive authority with respect to the Stock. Seller has not granted and person
a proxy with respect to the Stock that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer
pursuant to this Agreement will vest in Buyer legal and valid title to the Stock, free and clear of all liens, security interests,
adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created
by Buyer and restrictions on resales of the Stock under applicable securities laws).
3. Representations and Warranties of Buyer. Buyer hereby represents
and warrants to Seller that the statements in the following paragraphs of this Section 4 are all true and complete as of the
date hereof:
a. Exempt Transaction. Buyer understands that
the offering and sale of the Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the
“Act”) and exempt from registration or qualification under any state law.
b. Buyer represents that he has full power and authority
to enter into this Agreement. This Agreement has been duly and validly executed and delivered by Buyer, and upon the execution
and delivery by Seller of this Agreement and the performance by Seller of its obligations herein, will constitute, a legal, valid
and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforcement may be limited
by bankruptcy or insolvency laws or other laws affecting enforcement of creditors’ rights or by general principles of equity.
c. The Stock to be purchased by Buyer hereunder
will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale
or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing
the same.
d. Information Concerning the Company. Buyer has
conducted his own due diligence with respect to the Company and its liabilities and believes he has enough information upon which
to base an investment decision in the Stock. Buyer acknowledges that Seller has made no representations with respect to the Company
or its status, it is being taken “as is” and Buyer is not making any representation as to the existence or non-existence
of liabilities in the Company.
e. Investment Experience. The Buyer understands
that the purchase of the Stock involves substantial risk. The Buyer (a) has experience as a purchaser in securities of companies
in the development stage and acknowledges that he can bear the economic risk of Buyer’s investment in the Stock and (b)
has such knowledge and experience in financial, tax, and business matters so as to enable Buyer to evaluate the merits and risks
of an investment in the Stock, to protect Buyer’s own interests in connection with the investment, and to make an informed
investment decision with respect thereto.
f. No Oral Representations. No oral or written
representations have been made other than as stated, or in addition to those stated, in this Agreement, and Buyer is not relying
on any oral statements made by Seller, or any of Seller's representatives or affiliates, in purchasing the Stock.
g. Restricted Securities. Buyer understands that
the Stock is characterized as “restricted securities” under the Act inasmuch as they were acquired from the Company
in a transaction not involving a public offering and that under the Act, and applicable regulations thereunder.
h. Opinion Necessary. Buyer acknowledges that
if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the Company may require
an opinion of counsel satisfactory to the Company that such transfer may be made pursuant to an applicable exemption under the
Act. Buyer acknowledges that a restrictive legend appears on the Stock and must remain on the Stock until such time as it may
be removed under the Act.
5. Buyer’s Covenant. Buyer hereby covenants and agrees that it currently
plans to their best efforts to, as a Director(s), to cause the combined companies to execute a business plan that will
be beneficial to all of the shareholders of Portage Resources, Inc.
6. Covenant Not to Sue; Indemnification.
a. In consideration of this Agreement and the
consideration to Buyer herein, Buyer covenants and agrees, for himself and for his agents, employees, legal representatives, heirs,
executors or assigns (the “Buyer Covenantors”), to refrain from making, directly or indirectly, any claim or demand,
or to commence, facilitate commencement or cause to be prosecuted any action in law or equity against Seller or, as applicable,
its members, employees, directors, agents, officers, directors, subsidiaries, successors, affiliates and assigns (collectively
the “Seller Covenantees”), on account of any damages, real or imagined, known or unknown, which Buyer Covenantors
ever had, has or which may hereafter arise.
______________________
[Buyer]
b. Covenant a Defense to Any Action. This
Covenant Not to Sue shall be a complete defense to any action or proceeding that may be brought or instituted by Buyer Covenantors
against the Seller Covenantees, and shall forever be a complete bar to the commencement or prosecution of any action or proceeding
whatsoever against the Seller Covenantees.
c. The Buyer Covenantors agree and covenant
not to participate in, assist, encourage, or become involved in, directly or indirectly, any claims, causes of action or cases
in the future against any Seller Covenantees.
d. Buyer agrees to indemnify Seller on the
terms and conditions set forth in Exhibit A.
7. Termination. Buyer or Seller may
not, except for a material breach or failure of a condition or requirement, on or before the Closing Date terminate this Agreement.
8. Successors and Assigns. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties,
except that Buyer may not assign or transfer any of its rights or obligations under this Agreement.
9. Governing Law; Jurisdiction. Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the
State of Nevada. Buyer and Seller hereby irrevocably and unconditionally submit, for themselves and their property, to the nonexclusive
jurisdiction of federal and state courts of the State of Nevada, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such Nevada State, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices
below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted
by law.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.
10. Counterparts. This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.
11. Headings. The headings and captions
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections
and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein
by this reference.
12. Costs, Expenses. Each party hereto shall
bear its own costs in connection with the preparation, execution and delivery of this Agreement.
13. Amendments and Waivers. Any term of
this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of Seller and the Buyer. No delay or omission
to exercise any right, power, or remedy accruing to Buyer, upon any breach, default or noncompliance of Seller under this Agreement
shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance,
or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. All remedies, either under
this Agreement, by law, or otherwise afforded to Purchaser, shall be cumulative and not alternative.
14. Severability. If one or more provisions
of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance
with its terms.
15. Entire Agreement. This Agreement,
together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties
or obligations between the parties with respect to the subject matter hereof.
16. Further Assurances. From and after the
date of this Agreement, upon the request of the Buyer or Seller, Buyer and Seller shall execute and deliver such instruments,
documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent
and purposes of this Agreement.
In Witness Whereof, the parties
hereto have executed this Agreement as of the date first written above.
SELLER
______________________
Anthony K. Miller
FG Fitness & Media Group, Inc
PURCHASERS
______________________
Portage Resources, Inc.
EXHIBIT 3
Indemnification.
1. Indemnification.
a. Buyer shall indemnify and hold harmless Seller,
its members, officers, directors, agents, employees, attorneys, accountants, assigns and consultants (each an “Indemnified
Person”) from and against any losses, damages, expenses and liabilities (collectively “Liabilities”) or actions,
investigations, inquiries, arbitrations, claims or other proceedings in respect thereof, including enforcement of this Agreement
(collectively “Actions”) (Liabilities and Actions are herein collectively referred to as “Losses”), as
they may be incurred (including all reasonable legal fees and other expenses incurred in connection with investigating, preparing,
defending, paying, settling or compromising any Losses, whether or not in connection with any pending or threatened Action, and
notwithstanding the absence of a final determination as set forth below as to a party’s obligation to reimburse an Indemnified
Person for such Losses and the possibility that such payments might later be held to have been improper) to which any of them
may become subject and which are related to or arise out of this Agreement or any breach of this Agreement.
b. Buyer agrees that without an Indemnified
Person’s prior written consent it shall not settle any pending or threatened claim, action, suit or proceeding related to
this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all liability
and obligations arising therefrom, or indemnifying party reaffirms their obligation to indemnify for or contribute to Losses incurred
by any unreleased Indemnified Person as herein provided.
c. Promptly after receipt of notice of
the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against any indemnitor
hereunder, notify in writing the indemnitor of the commencement thereof; but omission so to notify an indemnitors will not relieve
the indemnitors from any liability hereunder which they may have to any Indemnified Person. If the indemnitor so elects, indemnitor
may assume the defense of such Action in a timely manner, including the employment of counsel (reasonably satisfactory to the
Indemnified Person) and payment of expenses, provided Indemnitors acknowledge in writing its unconditional obligation pursuant
to this agreement to indemnify the Indemnified Person in respect of such Action and provides to the Indemnified Person evidence
reasonably satisfactory to it that the indemnitor will have the financial resources to conduct such defense actively and diligently
and permit Indemnitee and counsel retained by the Indemnified Person at its expense to participate in such defense. Notwithstanding
the foregoing, in the event the Indemnified Party determines in its sole discretion that it is advisable for the Indemnified Person
to be represented by separate counsel, then the indemnitee may employ on behalf of the Indemnified Person a single separate counsel
to represent or defend such Indemnified Persons in such action, claim, proceeding or investigation and the indemnitee will pay
the reasonable fees and disbursements of such separate counsel as incurred.
d. In the event of any fundamental change
involving the corporate structure of either party, such as by merger, plan of exchange or sale of all or substantially all of
its assets, any executory obligations of an indemnitor in this Agreement shall, if not assumed by operation of law, be assumed
by contract by the acquiring entity or arrangements made to protect the interests of Indemnified Person reasonably satisfactory
to it.
e. If multiple claims are brought against
an Indemnified Person in any Action with respect to at least one of which indemnification is permitted under applicable law and
provided for under this Agreement, the indemnitor agrees that any judgment, arbitration award or other monetary award shall be
conclusively deemed to be based on claims as to which indemnification is permitted and provided for.
f. If the indemnity
referred to in this Agreement should be, for any reason whatsoever, unenforceable, unavailable or otherwise insufficient to
hold each Indemnified Person harmless, Indemnitors shall pay to or on behalf of each Indemnified Person contributions for
Losses so that each Indemnified Person ultimately bears only a portion of such Losses as is appropriate (i) to reflect the
relative benefits received by each such Indemnified Person, respectively, on the one hand and Indemnitors on the other hand
in connection with the transaction or (ii) if the allocation on that basis is not permitted by applicable law, to reflect not
only the relative benefits referred to in clause (i) above but also the relative fault of each such Indemnified Person,
respectively, and Indemnitors as well as any other relevant equitable considerations.
g. The obligations of the indemnitor referred
to above shall be in addition to any rights that any Indemnified Person may otherwise have.