Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
Effective
As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, BGC will become a wholly owned subsidiary of the Company.
The above description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, which is attached here to as Exhibit 2.1 to this Current Report on Form 8-K.
Item 5.01 Changes in Control of Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As more fully described in Item 1.01 above, the Company will issue approximately 50,000,000 Shares of the Company's common stock to the BGC Shareholders in exchange for 100% of the issued and outstanding shares of the capital stock of BGC, together with shares issuable upon exercise of the Warrants, which constitutes approximately 40% percent of the currently issued and outstanding shares of the Company's common stock.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1 Form of Asset Purchase Agreement, effective as of
* The copies of the Agreement filed herewith have been redacted to remove certain confidential information. We intend to file a confidential treatment request with the Commission regarding this information.
By: /s/Manny Bettencourt Manny Bettencourt CEO 2
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