Current Report Filing (8-k)
June 05 2017 - 7:51AM
Edgar (US Regulatory)
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): May 29, 2017
MEDIAN
GROUP INC.
(Exact
Name of Registrant as Specified in Charter)
Texas
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5813
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75-3016844
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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17.1,
Level 17, Tower 2, Bank Rakyat Twin Tower, No. 33, Jalan Rakyat,
50470
Kuala Lumpur, Malaysia
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n/a
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number, including area code:
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Tel:
+603 2714 2020
Fax:
+603 2714 2121
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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:
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[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
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[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Section 1.01 – Entry into a Material Definitive Agreement
On
May 29, 2017, Median Group Inc. (“MGI”) entered into a conditional Sale and Purchase Agreement for MGI to acquire
51% equity interests (equivalent to 510,000 shares) in GNS Technology (M) Sdn. Bhd. from two independent vendors for a total purchase
consideration of US$1,000,000 (“Consideration”) which shall be paid by the issuance of MGI shares at US$0.006 per
share.
The
Agreement is conditional on successful due diligence by the Company in GNS which shall be concluded on or before June 30,
2017. The Consideration shall be adjusted on a prorate basis if the net asset value of the Company is below US$600,000 as at
December 31, 2017. In addition, MGI shall pay a performance fee payment of US$1,510,000 provided GNS accumulated audited
profits recorded at least US$3,000,000 subject to adjustments, from the audited financial statements commencing from December
31, 2017 and for each year thereafter for 5 years. MGI shall pay the performance fee by the issuance of MGI shares at a
price equal to the higher of (i) USD0.006 per share and (ii) the 20 days average closing share price immediately prior to
date the performance fee is earned.
Section 3.02 – Unregistered Sale of Equity Securities
In
connection with the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company shall issues up to 166,666,667
shares of its common stock as part of the consideration for the purchase of 510,000 shares representing 51% in GNS.
Section 9. – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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(a)
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The
financial statements of GNS Technology (M) Sdn. Bhd. shall be furnished no later than
4 days after the transaction is closed.
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(b)
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The
financial statements of GNS Technology (M) Sdn. Bhd. shall be furnished no later than
4 days after the transaction is closed.
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(d)
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Exhibit No. Description – see table below
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Exhibit
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Description
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Location
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Exhibit
10.1
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Sale
and Purchase Agreement
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Provided
herewith
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Exhibit
99.1
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Press
release dated May 31, 2017
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Provided
herewith
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report
to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
June 2, 2017
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MEDIAN
GROUP INC.
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By:
/s/ ANDREW HWAN LEE
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---------------------------------
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Name:
ANDREW HWAN LEE
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Title:
President, Chief Executive Officer, Director
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