ITEM 2.01 Completion of Acquisition of Assets
As previously disclosed, on December 12, 2016, Momentous Entertainment Group, Inc., filed a Current Report on Form 8-K to report that on November 25, 2016, the Company entered into a letter of intent to acquire VZ Network Holdings, Inc., a Delaware corporation, which owns 100% of the equity interests in Poolworks (Germany) Ltd., a German company with offices in Berlin, which operates a social networking platform under the websites
studiVZ
and
meinVZ
.
The purchase price will be 10,000 shares of Convertible Series C Preferred Stock. These shares will convert into 20% of the total outstanding common stock of the Company no later than June 30, 2017.
On February 8, 2017, Momentous Entertainment Group, Inc. filed a Current Report on Form 8-K to report that the Company executed a Share Exchange Agreement with the shareholders of VZ Network Holdings, Inc., a Delaware company (the Selling Company or VZ), purchasing all of the issued and outstanding shares of VZ for newly-issued preferred stock of MMEG, with VZ becoming a wholly-owned subsidiary of MMEG. VZ owns 100% of the equity of Poolworks (Germany) Ltd., a German company with offices in Berlin. Poolworks owns and operates the social-media networking platforms
studiVZ
and
meinVZ
directed and offered primarily to individuals located in the Republic of Germany.
Share Exchange with VZ Network Holdings, Inc.
In exchange for the VZN Common Stock, the Company issued to the VNZ Majority Shareholders an aggregate of 10,000 shares of non-redeemable, convertible shares of Series C preferred stock of the Company (the Company Series C Preferred Stock).
The Company amended its articles of incorporation to authorize an aggregate of 10,000 shares of Company Series C Preferred Stock. The Companys Series C Preferred Stock:
·
does not pay a dividend;
·
has a stated or liquidation value of $1,000.00 per share, or an aggregate of $10,000,000, as to all shares of Company Series C Preferred Stock;
·
upon liquidation or a sale of control of the Company is senior to the Company Common Stock;
·
provides that upon the occurrence of a conversion event (defined as the listing of shares of the Company Common Stock on a qualified stock exchange (as defined)), the Company Series Preferred Stock shall automatically convert into 66,783,870 shares of Company Common Stock, or such other number of shares of Company Common Stock as shall represent 20% of the Companys fully-diluted Common Stock (as defined) on the date of conversion; and
·
votes with the Companys outstanding Common Stock on an as converted basis.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Poolworks (Germany) Ltd. as of December 31, 2016 and statements of comprehensive income, changes in members equity, and cash flows for the period from January 1, 2015 through December 31, 2016.
(d) Exhibits
10.10
Poolworks (Germany) Ltd. Audited Financial Statements December 31, 2016 and 2015
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