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| IWDM.PK > SEC Filings for IWDM.PK > Form 8-K on 14-Nov-2011 | All Recent SEC Filings |
14-Nov-2011
Entry into a Material Definitive Agreement, Completion of Acquisition or Disp
Share Exchange Agreement
On November 7, 2011 (the "Closing Date"), the Company entered into a share
exchange agreement (the "Exchange Agreement") with Up Your Ratings, Inc., an
Ohio corporation ("UYR") and its three stockholders (the
"Stockholders"). Pursuant to the Exchange Agreement, the Stockholders
transferred all of the issued and outstanding shares of common stock of UYR to
the Company in exchange (the "Exchange") for an aggregate of thirty million
(30,000,000) shares (the "Exchange Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). As a result of the Exchange, UYR
became a wholly-owned subsidiary of the Company, with the Stockholders acquiring
an aggregate of approximately 18.13% of the shares of Common Stock issued and
outstanding on a post-Exchange basis.
The consideration issued in the Exchange was determined as a result of arm's-length negotiations between the parties.
The Exchange Shares issued to the Stockholders in the Exchange were not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption from registration provided by Section 4(2) of thereof and Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Certificates representing these securities contain a legend stating the same.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement filed as Exhibit 2.1 to this report and incorporated herein by reference.
The information set forth above in Item 1.01 is hereby incorporated by reference in its entirety into this Item 2.01.
On November 9, 2011, the Company acquired all of the issued and outstanding shares of capital stock of UYR pursuant to the Exchange Agreement.
The Company believes that the assets of UYR it acquired in the Exchange will be advantageous to the Company in further developing its internet media platform and growing its revenue streams.
Pursuant to the Exchange Agreement, the Company issued 30,000,000 Exchange Shares to the Stockholders as the purchase price for UYR. None of the Exchange Shares were registered under the Securities Act. The foregoing description of the issuance of unregistered equity securities in connection with the Exchange does not purport to be complete and is qualified in its entirety by reference to Item 1.01 above and to the complete text of the Exchange Agreement filed as Exhibit 2.1 to this report and incorporated herein by reference.
(d) Exhibits
2.1 Share Exchange Agreement
99.1 Press release, November 14, 2011, announcing the closing of the Share Exchange Agreement.
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