Amended Current Report Filing (8-k/a)
November 28 2016 - 7:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported)
October 28,
2016
INTERACTIVE MULTI-MEDIA AUCTION CORPORATION
|
(Exact
name of registrant as specified in its charter)
|
British Virgin Islands
|
333-185909
|
n/a
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
20
– 22 Wenlock Road, London, N1 7GU United Kingdom
|
n/a
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s telephone number, including area code
+44
207 608 5510
(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 240.13e-4(c))
Explanatory
Note
Our company hereby amends Items 1.01, 5.02 and 9.01 of its Current
Report on Form 8-K dated October 28, 2016 and filed on November 14,
2016 for the purposes of updating the status of the transaction,
appointment of our sole director and officer and filing an amended
exhibit.
Item 1.01
|
Entry into a Material Definitive Agreement
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On
October 28, 2016, our company entered an Agreement of Securities
Exchange and Plan of Reorganization with Stop Sleep Go Limited
(“
Stop Sleep
Go
”). Pursuant to this Agreement, we shall effect a
business combination whereby we will acquire shares of Stop Sleep
Go (the “
Transaction
”).
At the
date of the agreement, there were 129,606 shares of issued and
outstanding. In exchange for all of the issued and outstanding
shares of Stop Sleep Go, our company will issue an aggregate of
64,803,000 restricted common shares to the shareholders of Stop
Sleep Go. Each shareholder of one (1) share of Stop Sleep Go will
received 500 common shares of our company as
consideration.
As of
the date of this report, it is now officially determined that each
of Stop Sleep Go Limited and our Company have satisfied all of the
terms and conditions precedent as per the Agreement of Securities
Exchange and Plan of Reorganization with Stop Sleep Go Limited and
our Company dated October 28, 2016, and that all of the shares of
our Company due to the Stop Sleep Go Limited shareholders shall and
should now be issued to each party immediately.
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
|
Effective October 28, 2016, Julius Cesar Legayo De Vera resigned as
President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary, Director and, if any, from all other offices
of our company, effective immediately. Mr. De Vera’s
resignation was not the result of any disagreements with our
company regarding our operations, policies, practices or
otherwise.
Concurrently with Mr. De Vera’s resignation, Nicholas
Hargreaves consented to and was appointed as President, Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary
and Director
of our company, effective immediately
to fill the vacancy of Mr. De
Vera’s resignation.
Nicholas Hargreaves – age 42, President, Chief Executive
Officer, Chief Financial Officer, Treasurer, Secretary and
Director
From August 2012 to present, Mr Nicholas Hargreaves has acted as
the Founder and Director of Stop Sleep Go Limited. Stop Sleep Go
Limited has Locations in both London and the Philippines and has
built and launched a vacation rental site that manages aspects of
the business. It was this focus on the Asia-Pacific region in
particular that interested our Company in Stop Sleep Go Limited as
a viable long-term business growth opportunity. When our Company
entered into negotiation with Mr. Nicholas Hargreaves and Stop
Sleep Go Limited, it became clear that for Mr. Hargreaves his
personal focus was elsewhere and in particular with his other
totally unrelated business enterprise, Cloud Employee Ltd. Cloud
Employee is a United Kingdom company that specializes in supplying
businesses with dedicated web developers that are predominantly in
the technology and e-commerce sectors with offices in London, and
Cebu and Manila in the Philippines. The recruitment and
training procedures, customized premises, biometric 'clock-in'
sheets and supervision ensure that certain standards are
met.
With this understanding clarified between our parties from the
outset, a mutual understanding was developed whereby our Company
and Stop Sleep Go Limited would enter into the consummation of this
transaction with the knowledge that Mr. Nicholas Hargreaves will
now serve as an Interim President, Chief Executive Officer, Chief
Financial Officer, Treasurer, Secretary and Director of our company
during a transition period where he will directly assist to source,
qualify and train his future replacement for these positions, at
such time that he will move on to exclusively pursue his other
business endeavors.
Our company believes that Mr. Hargreaves’s business and
operational experience give him the qualifications and skills
necessary to serve as Interim President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director of our
company. Our board of director presently consists solely of Mr.
Hargreaves.
Item 9.01
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Financial Statements and Exhibits.
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10.1
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Agreement
of Securities Exchange and Plan of Reorganization between our
company and Stop Sleep Go Limited dated October 28,
2016.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERACTIVE MULTI-MEDIA AUCTION
CORPORATION
.
|
/s/Nicholas Hargreaves/s/
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Nicholas Hargreaves
|
CEO,
President and Director
|
November
28, 2016
|
3
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