MMNT Momentous Holdings Corporation (CE)

 

 

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): December 28, 2023

 

MOMENTOUS HOLDINGS CORPORATION

(Exact name of registrant as specified in Charter)

 

Nevada		333-207163		32-0471741
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

  

20 Yungeng Road, Changshan County

Quzhou City, Zhejiang Province

People’s Republic of China 00000

(Address of Principal Executive Offices)

 

+852 9752 2631

(Registrant’s telephone number)

 

N/A

(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:

 

☐	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 240.13d-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
Common Stock		MMNT		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Introductory Note.

 

On December 11, 2023, Custodian Ventures, LLC (the “Seller”) and Qiao Future Technology Co., Ltd. (“the Buyer”) entered into a stock purchase agreement (the “Agreement”) pursuant the Buyer acquired 10,000,000 shares of Series A Preferred Stock (the “Preferred Stocks”) of Momentous Holdings Corporation (the “Company”) for a consideration of $275,000.00 from the Seller (the “Transaction”). The Transaction closed on December 28, 2023.

 

The Preferred Stocks contains a conversion right which the holder may, in its sole discretion, to convert into ten (10) fully paid and nonassessable shares of Common Stock for each share of the Preferred Stock. If the conversion right is exercised by the Buyer, the conversion will result in a change in control of the Company. As of January 8, 2024, the Buyer have not exercised the conversion rights.

 

The Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Agreement is qualified in their entirety by reference to such exhibit.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

In connection with the Transition, Mr. David Lazar, president, chief executive officer, treasurer, chief financial officer, Secretary and the sole member of the Board of Directors (the “Board”), resigned from all of his positions with the Company and the resignations became effective on December 28, 2023. There was no disagreement between Mr. Lazar and the Company.

 

On December 29, 2023 the Board of Directors appointed Mr. Chen Yongjin as President, Secretary and Treasurer, and Mr. Pan Zhongjian as Chief Executive Officer of the Company.

 

Chen Yongjin, aged 45, has over 20 years of experience in enterprise management and financial investment. Mr. Chen is the founder and has been the Partner of D&S Capital since 2014, investing in companies with rapid growth potential. Chen has a master’s degree from Peking University.

 

Pan Zhongjian, aged 40, a serial entrepreneur with nearly 20 years of experience in enterprise management. Mr. Pan is the founder and has been the CEO of Shanghai Wenjia Industrial Co., Ltd. since 2016, which includes “Xiaoqiao” brand sports and fitness equipment, “Yingqu” brand small appliances, and “Ji’anshi” brand massagers.

 

Mr. Chen and Mr. Pan do not have any family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 11, 2023,the Company filed an Amended and Restated Articles of Incorporation with the Nevada Secretary of State. The Amended and Restated Articles of Incorporation became effective with the Nevada Secretary of State upon filing.

 

On October 17, 2023, the Company filed a Certificate of Designation with the Nevada Secretary of State, setting forth the terms, rights, obligations and preferences of the Series A Preferred Stock. The Certificate of Designation became effective with the Nevada Secretary of State upon filing. The information disclosed in the Introductory Note of this Current Report on Form 8-K regarding the terms of the Series A Preferred Stock is incorporated herein by reference.

 

The Amended and Restated Articles of Incorporation and Certificate of Designation are filed as Exhibit 3.1 and 4.1, respectively, hereto and incorporated herein by reference.

 

Item 8.01 Other Events

 

On January 9, 2024, the Company issued a press release announcing the consummation of the Transaction. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Exhibits.

 

The exhibits filed or furnished with this report are listed in the following Exhibit Index:

 

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation
4.1		Certificate of Designation of Series A Convertible Preferred Stock
10.1		Stock Purchase Agreement by and among the Seller and the Buyer, dated December 11, 2023
99.1		Press Release dated January 9, 2024

 

 

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 thereunto duly authorized.

 

	Momentous Holdings Corporation
Date: January 9, 2024	By:	/s/ Pan Zhongjian
		Pan Zhongjian
		Chief Executive Officer
		(Principal Executive Officer)

 

 

Exhibit 3.1

 

 

04:20: 58 p.m., 0-12-2023 4 + 17029403032 :823-18-12 17:21 HDT Clark, Chris FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: :°MoM·E·N·ro(js··H·oL6.iNG·s··coi:i·P: Entity or Nevada Business Identification Number (NVID): E0267102015-4 2. Restated or Amended and j Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. Restated Articles: (Select one) (If amending and restating only, complete section 1,2 3, 5 and 6) 3. Type of ,:. Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued Amendment Filing Being Completed: (Select only one box) (If amending, complete section 1, 3, 5 and 6.) xi Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be require by the provisions of the articles of incorporation* have voted in favor of the amendment is: court order Officer’s Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: [ j Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger ·; The authorized shares have been amended. Conversion , Other (specify changes) * Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporation’s creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 8/1/2023

 

 

 

04:20:58 p.m.10-12-2023 s I +17029403032 :023-10-12 17:21 HDT Clark, Chris +17023403032 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT To NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer’s Statement (PURSUANT TO NRS 80 030) PAGE 5/1 Effective Date and Time: (Optional) Information Being Changed: (Domestic corporations only) Date: Time: (must not be later than 90 days after the certificate is filed) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) Signature: (Required) (attach additional page(s) if necessary) President 1 X David Lazar. Signature of Officer or Authorized Signer Title Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page 2 of2 Revised: B/1/2023

 

 

 

04:20:58 p.m. 10-12-2023 6 I + 17029403032 :023-10-12 17:21 MDT Clark, Chris +17029403032 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MOMENTOUS HOLDINGS CORP. ARTICLE I NAME The name of the corporation shall be MOMENTOUS HOLDINGS CORP. (hereinafter, the “Corporation”). ARTICLE II REGISTERED OFFICE The office of the Corporation shall be established by resolution of the Board of Directors. The registered agent of the Corporation shall be Nevada Agency and Transfer Company with the registered office address of 50 W. Liberty St., Suite 880, Reno, Nevada 89501. The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada. ARTICLE Ill CAPITAL STOCK Section I. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is eighty-five million (85,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $0.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is seventy-five million (75,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article Ill. Section 2. Common Stock. Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividend and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the “Articles”) or the Nevada Revised Statues (hereinafter, the “NRS”), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor. Voting Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes. Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of
PAGE 6/1l

 

 

 

04:20: 88 p.m.10-12-2023 5 + 17029403032 :823-18-12 17:21 MDT Clark, Chris +17829483832 PAGE 7/1l Preferred Stock to share ratably in the Corporation’s assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. No Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive rights. Consideration for Shares. The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors. Section 3. Preferred Stock. Designation. The board of directors is hereby vested with the autJ1ority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preference , and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section “fact or event” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, the board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of tJ1e holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of

 

 

 

04:20: ss p.m. 10-12-2023 81 + 11029403032 :823-18-12 17:21 NDT Clark, Chris +17829483832 whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock. Certificate. Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designation , preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the share of Preferred Stock of such series , and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS. Section 4. Non-Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. o stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation. ARTICLE IV DIRECTORS AND OFFICERS Section I. Number of Directors. The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (I) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such a manner as shall be provided in the bylaws of the Corporation. Section 2. Directors and Officers. The name and post office box or street address of the director(s) constituting the board of directors is: Name Address David Lazar 50 W. Liberty St., Suite 880, Reno, NV 89501 The officers shall be elected by resolution of the board of directors. Section 3. Limitation of Liability. The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the RS is amended to further eliminate or limit or authorize corporate action to fu1ther eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time. Section 4. Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it i ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified
PAGE 8/1l

 

 

 

04:20:58 p.m.10-12-2023 9 I + 17029403032 ’.823-18-12 17:21 MDT Clark, Chris +17829483832 PAGE 9/1t by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, i sue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder. Section 5. Repeal and Conflicts. Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control. ARTICLE V COMBI ATIO S WITH INTERESTED STOCKHOLDERS At such time, if any, as the Corporation becomes a “resident domestic corporation”, as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statute. ARTICLE VI BYLAWS The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120. ARTICLE VII FORUM SELECTION FOR INTERNAL ACTIONS Any internal action concerning or to which the Corporation is a party or stated beneficiary must be brought, heard and finally adjudicated in the state or federal courts sited in Clark County, Nevada, to the exclusion of all other jurisdictions or venue. An internal action for purposes of this Article VII means any action, suit or proceeding which is (a) brought in the name or right of the Corporation or on its behalf, including, without limitation, any action subject to NRS 41.520; (b) for, or based upon, any breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation in such capacity; or (c) arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of NRS Title 7, these articles, the bylaws of the Corporation, or any agreement entered into pursuant to NRS 78.365. IN WITNESS WHEREOF, the Corpora lion has caused these articles of incorporation lo be executed in its name by its President on October 11, 2023. David Lazar David Lazar, President This Certificate of Amendment to Articles of Incorporation (After Issuance of Stock) is filed pursuant to the Order Appointing Custodian dated July 6, 2023, of the Eighth Judicial District Court of Nevada, in and for Clark County, case number A-23-871246-B, a copy of which is attached hereto as Exhibit A.

 

 

Exhibit 4.1

 

 

 

CERTIFICATE OF DESIGNATION

 

OF

 

MOMENTOUS HOLDINGS CORP.

 

Pursuant to Section 78.1955 of the

Nevada Revised Statutes

 

SERIES A PREFERRED STOCK

 

On behalf of MOMENTOUS HOLDINGS CORP., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):

 

RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the TEN MILLION (10,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by the Corporation’s Articles of Incorporation (“Preferred Stock”), a series of Preferred Stock designated as “Series A Preferred Stock” that shall consist of TEN MILLION (10,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:

 

The specific powers, preferences, rights and limitations of the Series A Preferred Stock are as follows:

 

1. Dividend Provisions. Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A Preferred Stock had been converted into Common Stock.

 

2. Liquidation Preference.

 

(a) In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock, or any other series or class of common stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, by reason of their ownership thereof, and senior, prior, and in preference to any other series or class of preferred stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original issue price shall be $0.001 per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed first to the Series A Preferred Stock, and then ratably among the holders of the each other series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

 

 

(b) Upon the completion of the distribution required by Section 2(a) above and any other distribution that may be required with respect to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, if assets remain in the Corporation, the remaining assets shall be distributed to all holders of Common Stock and to each series of Preferred Stock, pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Preferred Stock into Common Stock).

 

(c) For purposes of this Section 2, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); or (ii) a sale of all or substantially all of the assets of the Corporation; unless under any of the foregoing circumstances the Corporation’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation’s acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity in approximately the same relative percentages after such acquisition or sale as before such acquisition or sale.

 

(d) In any of the events specified in (c) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

 

(i) Securities not subject to investment letter or other similar restrictions on free marketability:

 

(A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;

 

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty­day period ending three (3) days prior to the closing; and

 

(C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

 

 

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred Stock.

 

(iii) In the event the requirements of Section 2(c) are not complied with, the Corporation shall forthwith either:

 

(A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or

 

(B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 2(c)(iv) hereof.

 

(iv) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the corporation has given the first notice provided for herein or sooner than ten (10) days after the corporation has given notice of any material changes provided for herein; provided, however, that time periods set forth in this paragraph may be shortened upon the written consent of the holders of Series A Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Series A Preferred Stock.

 

3. Redemption. The Series A Preferred Stock shares are non-redeemable other than upon the mutual agreement of the Corporation and the holder of shares to be redeemed, and even in such case only to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law.

 

4. Conversion. The holders of the Series A Preferred Stock, shall have conversion rights as follows (the “Conversion Rights”):

 

(a) Right to Convert. Subject to Section 4(c), each of the holder(s) of issued and outstanding shares of Series A Preferred Stock shall be entitled to convert some or all of the converting holder’s shares of Series A Preferred Stock, at the option of the holder thereof, at any time after the date of issuance of such shares, at the office of the Corporation or any transfer agent for such stock, into ten (10) fully paid and nonassessable shares of Common Stock for each share of Series A Preferred Stock converted by the holder thereof (the “Series A Conversion Ratio”).

 

 

(b) Automatic Conversion. All shares of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the at the ratio set forth in Section 4(a), above, upon the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Series A Preferred Stock. If the Series A Preferred Stock is converted as an entire class pursuant to the written consent or agreement of the holders of a majority of the then outstanding shares of Series A Preferred Stock, then the entire class of Series A Preferred Stock shall be converted without further action of the shareholders of Series A Preferred Stock, and there shall be no requirement for the shareholders of Series A Preferred Stock to return any physical stock certificates to the Corporation or the transfer agent for such stock, and any such certificated shares shall be deemed converted as of the date of election of conversion of Series A Preferred Stock, pursuant to Section (c) of this Article.

 

(c) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, under Section (a) “Right to Convert” of this Article, if such shares are physically certificated, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities.

 

The Corporation shall, as of the effective date of such action if pursuant to Section (b) “Automatic Conversion” of this Article, issue Common Stock to which such holder shall be entitled, as aforesaid, in the name of the converted stockholder(s), or to the nominee or nominees of such converted holder(s), with such shares Common Stock to be held in book entry, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date and any certificated shares of Series A Convertible Preferred Stock outstanding and unreturned as of such date shall for all purposes be deemed converted.

 

 

(d) Conversion Ratio Adjustments of Preferred Stock for Certain Splits. The Series A Conversion Ratio shall be subject to adjustment from time to time as follows:

 

(i) In the event the corporation should at any time or from time to time after the purchase date with respect to any share of Series A Preferred Stock fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Series A Conversion Ratio, as the case may be, shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time as provided in Section 4(d)(iii) below.

 

(ii) If the number of shares of Common Stock outstanding at any time after the purchase date of any shares of Series A Preferred Stock is decreased by a combination of the outstanding shares of Common Stock, the Series A Conversion Ratio shall be decreased or adjusted so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall be decreased in proportion to such decrease of the aggregate of shares of Common Stock outstanding by the combination thereof.

 

(iii) The following provisions shall apply for purposes of this Section 4(d):

 

(A) The aggregate maximum number of shares of Common Stock deliverable upon conversion or exercise of Common Stock Equivalents (assuming the satisfaction of any conditions to convertibility or exercisability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Common Stock Equivalents were issued.

 

(B) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon conversion or exercise of such Common Stock Equivalents including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Conversion Ratio, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

 

 

Upon the termination or expiration of the convertibility or exercisability of any such Common Stock Equivalents, the Series A Conversion Ratio, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Common Stock Equivalents which remain convertible or exercisable) actually issued upon the conversion or exercise of such Common Stock Equivalents.

 

(e) Other Distributions. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends), then, in each such case for the purpose of this Section 4(e), the holders of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the corporation entitled to receive such distribution.

 

(f) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or Section 2) provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Series A Preferred Stock after the recapitalization to the end that the provisions of this Section 4 shall be applicable after that event and be as nearly equivalent as practicable.

 

(g) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series A Preferred Stock against impairment. Any action of the Corporation in violation of this Section 4(g) shall be void ab initio.

 

(h) No Fractional Shares. No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

 

(i) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Series A Preferred Stock, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

 

 

(j) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of counsel of a majority of the holders of Series A Preferred Stock, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation.

 

(k) Notices. Any notice required by the provisions of this Section 4 to be given to the holders of shares of Series A Preferred Stock shall be deemed given only upon written receipt of each holder of record of shares of Series A Preferred Stock or deposited in the United States certified or registered mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation then upon receipt by each holder with proof of delivery signed for by only the holder of record of shares of Series A Preferred Stock if.

 

5. Voting Rights. The holder of each share of Series A Preferred Stock shall have the right to one (1) vote for each share of Common Stock into which such holder’s Series A Preferred Stock could then be converted, on an as-converted basis, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

 

6. Protective Provisions. So long any shares of Series A Preferred Stock are outstanding, the Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock take any action or fail to take any action if such action or omission would materially and adversely change the rights, preferences or privileges of the Series A Preferred Stock. Without limiting the generality of the foregoing requirement, the following acts or omission of the Corporation shall each be conclusively deemed to materially and adversely change the rights, preferences or privileges of the Series A Preferred Stock, and the Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock take any of the following actions:

 

 

(a) add, remove, restate, amend, or repeal any provision of the Corporation’s Articles of Incorporation or bylaws;

 

(b) increase or decrease the total number of authorized shares of Series A Preferred Stock;

 

(c) issue additional shares of Series A Preferred Stock;

 

(d) increase or decrease the total number of authorized shares of the Corporation or of any class or series of common stock or preferred stock of the Corporation;

 

(e) issue additional shares of any class or series of common stock or preferred stock of the Corporation;

 

(f) add, remove, restate, amend, or repeal any provision of this certificate of designation of the Series A Preferred Stock;

 

(g) withdraw or terminate this certificate of designation of the Series A Preferred Stock.

 

(h) add, remove, restate, amend, or repeal any provision of this certificate of designation of the other class or series of common stock or preferred stock of the Corporation;

 

(i) withdraw or terminate a certificate of designation of class or series of common stock or preferred stock of the Corporation;

 

(j) designate, authorize, or otherwise create any new class of or series of common stock or preferred stock of the Corporation;

 

(k) incur or enter into any debt by the Corporation in excess of ten thousand dollars ($10,000);

 

(l) issue or enter into any convertible note, warrants, option agreement, or other instrument convertible into or granting a right to shares of common or preferred stock of the Corporation; or

 

(m) redeem shares of Common Stock or any other class or series of common stock or preferred stock of the Corporation (other than shares repurchased upon termination of an officer, employee or director pursuant to a restricted stock purchase agreement).

 

Any action of the Corporation in violation of this Section 6 shall be void ab initio.

 

7. Status of Converted Stock. In the event any shares of Series A Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so converted shall be canceled and shall not be re-issuable by the corporation.

 

 

IN WITNESS WHEREOF, the undersigned has duly signed this Designation as of this 17^th day of October, 2023.

 

	MOMENTOUS HOLDINGS CORP., a Nevada corporation
	By:	/s/ David Lazar
		David Lazar
	Its:	President

 

 

Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT, effective as of December 11, 2023 (the “Effective Date”) by and between Custodian Ventures, LLC, a limited liability company (“Seller”) and Qiao Future Technology Co., Ltd. (“Buyer”).

 

WHEREAS, Seller owns (i) 10,000,000 shares of Series A Preferred Stock each with a par value $0.001 per share, (collectively, the “Shares”) of Momentous Holdings Corp., a Nevada corporation (the “Company”).

 

This Agreement provides for the acquisition of the Shares by Buyer for a total purchase price of Two Hundred and Seventy-Five Thousand U.S. Dollars ($275,000) (the “Purchase Price”) paid on the terms and conditions set forth below.

 

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived therefrom, it is hereby agreed as follows:

 

ARTICLE I

SALE AND PURCHASE OF THE SHARES

 

Section 1.1 Closing. The purchase of the Shares shall be consummated on December 11, 2023 unless extended by agreement of the parties hereto (the “Closing Date”). At the Closing, the Seller shall deliver to the Buyer one or more stock certificates representing the Shares to be transferred hereunder. Upon the execution of this Agreement by the parties, the Seller shall deliver the requisite particulars to Loeb & Loeb LLP in preparation of the share transfer to be completed by the Company upon closing of the transaction described in this Agreement.

 

Section 1.2 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing, Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares.

 

Section 1.3 Purchase Price. The Purchase Price for the Shares shall be paid directly to Seller on or before the Closing Date, by Buyer to Seller, by wire transfer or other form of immediately available good funds against delivery of the Shares in transferable form from Seller to Buyer. Wire instructions are attached hereto as Exhibit A.

 

Section 1.4 Waiver. Seller shall waive any and all loans payable to it or to David Lazar at the Closing. (the “Waiver”).

 

 

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

 

As an inducement to and to obtain the reliance of Buyer, Seller represents and warrants to Buyer that each of the following IS true, correct, and complete as of the Effective Date and will be correct and complete as of the Closing (All references in this Agreement to “knowledge of the Seller” shall mean the actual knowledge, after reasonable investigation, of the Seller and its sole manager, David Lazar):

 

●

The Seller has no officers or any member or manager other than David Lazar.

 

Section 2.1 No Conflict, Authority. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement or instrument to which Seller is a party or to which the Shares are subject. Seller has full power, authority and legal right and has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement.

 

Section 2.2 Title to the Shares. Seller owns of record and beneficially the Shares of the Company, validly issued, fully paid, free, non-assessable, and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or other securities as defined in the Federal Securities Act of 1933, or any other agreements, commitments, arrangements or understandings of any kind or nature, whether oral or written, with respect to the Shares.

 

Section 2.3 Authorization; Enforceability. Seller has the legal right to enter into and to consummate the transactions contemplated hereby, to perform his covenants and otherwise to carry out Seller’s obligations hereunder. This Agreement and any related agreements or instruments, upon execution and delivery by the Seller (and assuming due execution and delivery hereof and thereof by the Company and the Buyer hereto), will constitute a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

 

Section 2.4 No General Solicitation or Advertisement. Neither the Seller, nor any person acting on Seller’s behalf, has offered or sold the Shares by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act).

 

 

Section 2.5 Tax Matters.

 

(a) (i) The Company has duly filed all material tax returns which are required to be filed by it on or prior to Closing, and has paid all taxes which have become due on or prior to Closing; (ii) all such tax returns are true, correct and complete and accurate in all material respects; (iii) there is no action, pending or proposed in writing, with respect to a material amount of taxes of the Company; (iv) no statute of limitations in respect of the assessment or collection of any material amount of taxes of the Company for which a lien may be imposed on any of the Company’s assets has been waived or extended, which waiver or extension is in effect; (v) to the knowledge of the Company, the Company has withheld or collected and paid over to the applicable taxing authority all material taxes required to be withheld or collected by the Company in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party; (vi) the Company has not requested any letter ruling from the Internal Revenue Service; (vii) there is no lien for material Taxes upon any of the assets of the Company; (viii) neither the Company has received any written request from a taxing authority in a jurisdiction where the Company has not paid any material amount of tax or filed tax returns asserting that the Company is or may be subject to tax in such jurisdiction; (ix) neither the Company is a party to any tax sharing, tax indemnity or tax allocation Contract; (x) the Company has no material liability for the taxes of any other Person: (1) as a transferee or successor or (2) otherwise by operation of applicable Law; and (xi) the Company has not been a party to any “listed transaction” as defined in Section 6707A(c)(2) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.6011-4(b)(2). The Seller shall be limited to taxes which are pertinent to all material tax returns filed by the Company prior to Closing.

 

(b) The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax. There is no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to Seller that would affect the Shares.

 

Section 2.6 Due Diligence Materials Provided. Seller has provided Buyer with true and accurate copies of all corporate books and records relating to the Company in Seller’s possession or control. including but not limited to all business invoices, bank statements, tax returns, and bookkeeping software and/or data files which describe the business activities of the Company. Seller does not have any actual knowledge of any liability or obligation of the Company other than is reflected in said books and records.

 

Section 2.7 Brokers and Finders. The Seller represents and warrants that Seller has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Buyer, including but not limited to broker’s fee, finder’s fees or any similar compensation arrangement.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

The Seller and the Company jointly and severally represent and warrant to Buyer that each of the following IS true, correct, and complete as of the Effective Date and will be correct and complete as of the Closing:

 

 

Section 3.1 Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. The Company has all requisite power, right and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and thereby. All actions on the part of the Company and its officers and directors necessary for the authorization, execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby and thereby, and the performance of all of the Company’s obligations under this Agreement have been taken or will be taken prior to the Closing.

 

Section 3.2 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by its board of directors in connection herewith. This Agreement constitutes the valid and binding obligation of the Company, and enforceable against it in accordance with its terms.

 

Section 3.3 No Conflict. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s Articles of Incorporation, By-laws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is the owner (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company.

 

Section 3.4 OTC Filings. Except for stated herein, the Company has filed all reports, filings and financial statements required to be filed with OTC Markets Pink and complied in all material respects with the the requirements of the OTC Markets. The financial statements included in the filings comply in all material respects with applicable accounting requirements and the rules and regulations of the OTC Markets with respect thereto as in effect at the time of filing. The Company is a “shell company”, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

 

Section 3.5 Insurance. The Company has no insurance policies.

 

Section 3.6 Capitalization. As of the Closing (i) the total number of Outstanding shares of common stock of the Company shall be 33,115,000 par value $0.001 per share, (ii) the total number of authorized and Outstanding shares of preferred stock of the Company shall be 10,000,000, par value $0.001 per share.

 

Section 3.7. Options, Warrants and Other Rights and Agreements Affecting Company Stock. The Seller warrants that the Company has no authorized or outstanding options, warrants, calls, subscriptions, rights, convertible securities or other securities as defined in the Federal Securities Act of 1933 (“Securities”) or any commitments, agreements, arrangements or understandings of any kind or nature obligating Company, in any such case, to issue shares of Company common stock or other Securities or securities convertible into or evidencing the right to purchase shares of Company capital stock or other Securities. Neither Seller nor the Company is a party of any agreement, understanding, arrangement or commitment, or bound by any Articles or By-Law provision which creates any rights in any person with respect to the authorization, issuance, voting, sale or transfer of any shares of Company’s Stock or other Securities.

 

Section 3.8 Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Company of this Agreement. Assuming the accuracy of the Buyer’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the sale of the Shares by the Seller to the Buyer as contemplated hereby.

 

Section 3.9 Bank Accounts and Credit Cards. At Closing, the Company will not have any bank account, safe deposit box or credit or charge cards. All bank statements have or will be provided to Buyer on or prior to the Closing.

 

Section 3.10 Litigation. To the knowledge of the Seller and the Company, (i) there is no claim, legal action, suit, arbitration, investigation or hearing, notice of claims or other legal, administrative or governmental proceedings pending or, to the knowledge of the Seller, threatened against the Seller or the Company; and (ii) there is no continuing order, injunction, or decree of any court, arbitrator, or governmental or administrative authority to which the Seller or the Company is a party or to which it or any of its assets is subject. Other than what was disclosed in the Due Diligence and the results based upon the Order Barring Unasserted Claims dated on November 14, 2023 by Eighth Judicial District Court, Clark Country, Nevada (the “Order”).

 

 

Section 3.11 Liabilities. To the knowledge of the Seller and the Company, other than the payables and the liabilities to be waived in the Waiver, as of the Closing Date, there will be no liabilities (contingent or otherwise), debts or obligations of the Company, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether asserted or unasserted (the “Liabilities”). For purposes of this Agreement, the term “liabilities” shall include, without limitation, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Other than what was disclosed in the Due Diligence and the results based upon the the Order. The Seller shall cause the Company to terminate all existing contracts without liability and shall provide Buyer with written documentation that such contracts have been cancelled.

 

Section 3.12 Compliance with Laws. The Company has complied in all respects with all laws, ordinances, regulations and orders applicable to the conduct of its business, including all laws relating to environmental matters, employees and working conditions. There are no actions, suits, proceedings, or governmental investigations (or any investigation of any self-regulatory organization) relating to the Company or to any of its properties, assets or businesses pending or threatened, or any order, injunction, award or decree outstanding against the Company or against or relating to any of its properties, assets or businesses. The Company is not in violation of any law, regulation, ordinance, order, injunction, decree, award or other requirements of any governmental body, court or arbitrator relating to its properties, assets or business. The Company is not not aware of any action, suit, proceeding, claim, arbitration, or investigation by any governmental entity or other person (i) to which Company is or may be a party relating to the activities of the Company prior to the Closing Date, (ii) threatened against or relating to Company or any of Company’s assets or businesses, (iii) challenging Company’s right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or (iv) asserting any rights with respect to any of the Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

 

Section 3.13 Stockholders. Attached hereto as Schedule 3.5 is a current stockholder list as provided by the Company’s transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Company’s common stock.

 

Section 3.14 Trading. The shares of Common Stock are quoted on the OTC Expert Market under the symbol “MMNT” and the shares of Common Stock are eligible for deposit with the DTC. The Company has not received any correspondence and/or notice (nor has any reason to believe it will in the future receive) regarding the continued eligibility of the Common Stock to be quoted on the OTC Pink or deposited with the DTC. Other than what has been disclosed in the Due Diligence.

 

 

Section 3.15 Sarbanes-Oxley. The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

 

Section 3.16 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, and (iii) the recorded amounts for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

Section 3.17 Employment. The Seller warrants that at Closing the Company will have no outstanding employment obligation of any kind and the Company shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.

 

Section 3.18 Leases and Other Agreements. The Seller warrants that at Closing the Company will have no outstanding leases, nor will it be subject to any other Agreement.

 

Section 3.19 Disclosure. Neither this Agreement, nor any certificate, exhibit, or other written document or statement, furnished to the Buyer by the Seller and/or the Company in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

 

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

 

As an inducement to and to obtain the reliance of Seller, Buyer represents and warrants to Seller that each of the following is true, correct, and complete as of the Effective Date and will be correct and complete as of the Closing. All references in this Agreement to “knowledge of the Buyer” shall mean the actual knowledge, after reasonable investigation.

 

Section 4.1 No Conflict, Authority. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement or instrument to which Buyer is a party. Buyer has full power, authority and legal right and has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement.

 

Section 4.2 Restricted Shares. Buyer acknowledges that the Shares purchased have not been registered under the Securities Act or any state securities laws, will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Act which relate to private offerings, will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and the Buyer must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt therefrom. Buyer acknowledges that the shares shall bear restrictive legends.

 

Section 4.3 Buyer’s Sophistication. Buyer (i) acknowledges that the purchase of Shares involves a high degree of risk in that the Company has no current business operations or plans and may require substantial funds; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) has such knowledge and experience in finance, securities, investments, including investment in non- listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction; (iv) that the sale of the Shares to Buyer is not registered with the US Securities and Exchange Commission or with the securities administrator of any state; (v) that the Shares are being sold pursuant to an exemption from such registration requirements; and (vi) the Shares are “restricted securities” that will bear a restrictive legend prohibiting their further transfer without registration or any exemption therefrom.

 

Section 4.4 Brokers and Finders. The Buyer represents and warrants that he/she/it has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Seller, including but not limited to broker’s fee, finder’s fees or any similar compensation arrangement.

 

 

Section 4.5 Due Diligence Materials Provided. Buyer acknowledges that Seller has provided Buyer with true and accurate copies of all corporate books and records relating to the Company in Seller’s possession or control. Prior to the Closing, the Buyer will conduct a due diligence investigation relative to the Company and the representations, warranties and covenants of the Sellers and the Company. Sellers and the Company agree to provide the Buyer and its agents and representatives with any and all due diligence documents reasonably requested, including but not limited to financial statements and evidence of the Company’s good standing in all jurisdictions where it is authorized to do business. Buyer shall have the right, in its sole discretion, to terminate this Agreement at any time prior to the Closing, without any liability therefor, should it determine that any representation, warranty or covenant of any Seller or the Company is untrue, misleading or cannot be verified through the due diligence process.

 

ARTICLE V

EXCHANGE PROCEDURE AND OTHER CONSIDERATION

 

Section 5.1 Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer or the transfer agent, as applicable, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article IV, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 5.2, below:

 

(a)

The original stock certificate representing the Shares together with a stock power duly endorsed in blank, and signature medallion guaranty sufficient to transfer the Shares or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Company’s transfer agent directing the transfer of the Shares to the Buyer.

 

(b)

Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon Closing.

 

(c)

Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing.

 

(d)

A written resignation from all officers of the Company, effective upon Closing.

 

(e)

A current list of shareholders from the Company’s transfer agent.

 

(f)

A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller, as described in the Waiver.

 

(g)

All schedules to this Agreement.

 

(h)

Documents to be filed pursuant to Section 5.1.

 

 

Section 5.2 Company’s Delivery

 

At the Closing, the Company shall deliver to the Buyer the following:

 

(a)

evidence, satisfactory to the Buyer, that the Company has no Liabilities (as defined in Section 3.11), including without limitation, any Liabilities incurred directly or indirectly by the Company or the Seller in connection with the transactions contemplated by this Agreement;

 

(b)

the Company’s original minute books containing the resolutions and actions by written consent of the directors and shareholders of the Company and all the Company’s other original books and records, including without limitation, the resolutions issuing the Shares to Seller;

 

(c)

the Company’s financial and accounting records (including the Company’s general ledger), all banking records and regulatory filings and filing codes (including SEC EDGAR filing codes (CCC and CIK codes) and OTC Markets password) in whatever media they exist, including paper and electronic media;

 

(d)

copies of all SEC, FINRA and OTC correspondence;

 

(e)

copies of all federal and state tax returns filed by the Company;

 

(f)

a certificate issued by the Secretary of State of the State of Nevada as to the good standing of the Company as of a date no earlier than two business days prior to the Closing;

 

(g)

resolutions of the board of directors of the Company authorizing all transactions contemplated by this Agreement, including, without limitation, the appointment of the officers and directors as provided for in this Agreement;

 

(h)

duly executed resignation letters from the current officer and director of the Company, to be effective at Closing; and

 

(i)

all other documents, instruments and writings required by this Agreement to be delivered by the Company at the Closing and any other related documents requested by Buyer or its counsel in connection with this Agreement.

 

Section 5.3 Buyer’s Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller’s representations and warranties set forth in Article II, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 5.1, above:

 

(a)

Purchase Price in immediately available funds.

 

 

(b)

A written consent to serve on the Company’s board of directors by the Buyer’s nominee, effective upon Closing, including the nominee’s mailing address.

 

(c)

A written consent from Buyer’s nominee to serve as the Director and as other officers of the Company, effective upon Closing, including the nominee’s mailing address.

 

(d)

A written consent from the Buyer’s nominee to the board of directors, acting in his or her capacity as the sole director of the Company, appointing Buyer’s nominee to serve as the Director and to other offices of the Company, effective upon Closing.

 

ARTICLE VI

CLOSING COVENANTS OF THE PARTIES

 

ARTICLE VII MISCELLANEOUS

 

Section6.1 Indemnification. Each of the Seller and the Company shall jointly and severally indemnify and hold the Buyer and its agents, representatives, designees and affiliates harmless from and against any loss, damage or expense (including reasonable attorneys’ fees and expenses) caused by or arising out of any claim made against such party:

 

for any broker’s or finder’s fee or any similar fee, charge or commission incurred by the Seller or the Company prior to or in connection with this Agreement or the transaction contemplated hereby;

 

for any Liability of the Seller and/or the Company otherwise incurred on or before the Closing, including, without limitation, with respect to (i) the execution and performance of this Agreement and (ii) any unfiled material tax returns, any unpaid taxes on filed tax returns on or prior to Closing and any unpaid taxes with respect to any unfiled tax returns on or prior to Closing; and

 

(i) any inaccuracy or breach of any of the representations and warranties of the Seller or the Company in this Agreement or in any certificate or document delivered by or on behalf of the Seller or the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with in any respect any such representation or warranty, or (ii) any failure by the Seller or the Company to perform or comply with any agreement, covenant or obligation in this Agreement or in any certificate or document delivered by or on behalf of the Seller or the Company pursuant to this Agreement to be performed by or complied with by or on behalf of the Seller or the Company.

 

Section 6.2 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by overnight carrier or USPS via registered mail or certified mail, postage prepaid, addressed to the addresses set forth in this Agreement or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed or sent. Any party with a non-US address may be provided notice via email, which notice shall be effective when sent to the party or its representative.

 

 

Section 6.3 Attorneys’ Fees. Except as expressly provided herein, each party will be responsible for their own attorney’s fees.

 

Section 6.4 Confidentiality. Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence (a) the existence and terms of this Agreement and the transactions contemplated hereby, and (b) all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In addition, no party shall issue any press release or other public announcement concerning this Agreement, its existence or the transactions contemplated by this Agreement, without the prior written approval of the remaining parties. The parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the parties in connection with the preparation and performance this Agreement are regarded as confidential information.

 

Section 6.5 Severability. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

Section 6.6 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

 

Section 6.7 Survival; Termination; Limitation of Seller’s Liability. The representations, warranties and covenants of the respective parties shall survive the Closing and the consummation of the transactions herein contemplated six (6) weeks after the Closing Date. In no instance shall the liability of Seller (including, without limitation its owners or managers) arising hereunder or by reason of or related to any of the transactions contemplated hereby exceed the amounts actually paid by Buyer to Seller under this Agreement.

 

 

Section 6.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

 

Section 6.9 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

 

Section 6.10 Expenses. Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.

 

Section 6.11 Headings; Context. The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.

 

Section 6.12 Benefit. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder. This Agreement shall not be assigned by any party without the prior written consent of the other party. This contract is between Seller and Buyer. No person or entity shall be deemed to be a third-party beneficiary of this Agreement.

 

Section 6.13 No Strict Construction. The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof.

 

Section 6.14 Execution Knowing and Voluntary. In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; and (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof.

 

Section 6.15 Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete sale contemplated by this agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this agreement.

 

 

Section 6.16 Covenants. Seller also hereby covenants and agrees to provide any such historical documents and information as required by FINRA, if such documents and/or information is in the possession of Seller or reasonably obtained by Seller.

 

Section 6.17 Governing Law. This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and governed by the laws of the state of Nevada applicable to agreements made and to be performed wholly within such jurisdiction and without regard to its conflicts of laws principles. Any dispute arising out of this Agreement shall be resolved in the state or federal courts sited in Clark County, Nevada to the exclusion of all other venues. The prevailing party in any such action shall be entitled to an award of costs and its reasonable attorney’s fees. EACH PARTY HERETO HEREBY IRREVOCABLY 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 ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

 

	Seller   Custodian Ventures LLC				Buyer   Qiao Future Technology Co., Ltd.
	By:	/s/ David Lazar			By:	/s/ Chen Yongjin
	Name:	David Lazar			Name:	Chen Yongjin
	Title:	CEO			Title:	Director
	Address of Seller for Notices:   234 E. Beech Street, Long Beach, NY 11561   With a copy to (which shall not constitute notice):   Email: David@activistinvestingllc.com				Address of Buyer for Notices:

 

Company
Momentous Holdings Corp.
By:	/s/ David Lazar
Name:	David Lazar
Title:	CEO

 

 

[signature page to Stock Purchase Agreement between Custodian Ventures LLC and Qiao Future Technology Co., Ltd.]

 

 

Exhibit 99.1

 

Qiao Future Technology Acquisition of Momentous Holding Corp

 

January 9, 2024

 

WHITEPLAINS, NY / ACCESSWIRE / January 9, 2024 / We are pleased to announce that Qiao Future Technology Co., Ltd. has acquired a controlling stake in Momentous Holdings Corp and have initiated the process of renaming the listed Company Qiao Future Technology Inc.

 

On December 11, 2023 the parties signed the purchase agreement pursuant the acquisition of MMNT. The transaction closed on December 28, 2023.

 

On December 28, 2023, the Board accepted the resignation of its President, CEO, Treasurer, CFO, Secretary and sole Board member, Mr. David Lazar. On December 29, 2023 the Board of Directors appointed Mr. Chen Yongjin as President, Secretary and Treasurer, and Mr. Pan Zhongjian as Chief Executive Officer of the Company.

 

CONTACT:

 

Pan Zhongjian

 

Chief Executive Officer

 

Email: mailto:panzhongjian@ds-cap.com

 

v3.23.4

Cover	Dec. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Current Fiscal Year End Date	--11-30
Entity File Number	333-207163
Entity Registrant Name	MOMENTOUS HOLDINGS CORPORATION
Entity Central Index Key	0001653876
Entity Tax Identification Number	32-0471741
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20 Yungeng Road
Entity Address, Address Line Two	Changshan County
Entity Address, City or Town	Quzhou City
Entity Address, Country	CN
Entity Address, Postal Zip Code	00000
City Area Code	852
Local Phone Number	9752 2631
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MMNT
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---