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MBKR > SEC Filings for MBKR > Form 8-K on 26-Mar-2013All Recent SEC Filings

Show all filings for MORTGAGEBROKERS.COM HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MORTGAGEBROKERS.COM HOLDINGS, INC.


26-Mar-2013

Entry into a Material Definitive Agreement, Completion of Acqu


Item 1.01 Entry Into a Material Definitive Agreement.

Share Exchange Agreement

On March 26, 2013, (the "Closing Date"), MortgageBrokers.com Holdings, Inc. (the "Company", "we", "our") entered into a share exchange agreement (the "Exchange Agreement") by and among (i) the Company, (ii) MoPals, Inc., a Nevada corporation ("MoPals (Nevada)"); (iii) Alex Haditaghi ("Company Principal Shareholder") and (iv) the shareholders of MoPals (Nevada) ("MoPals Nevada Shareholders"). Pursuant to the terms of the Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) in exchange for the issuance of 50,000,000 shares of the Company's common stock, par value $0.001 per share (each a "Share" and collectively, the "Common Stock")(the "Share Exchange").

Immediately prior to and concurrent with execution of the Share Exchange, the Company entered into a certain Agreement of Sale, dated March 26, 2013 (the "Agreement of Sale") pursuant to which the Company transferred to MortgageBrokers.com Canada Inc., a Canada Corporation, all of the Company's equity interest in the Company's mortgage brokerage business and MortgageBrokers.com Canada Inc. agreed to assume any and all liabilities associated with the Company's mortgage brokers business, including, but not limited to the commitments, liabilities and contingent liabilities, effective immediately prior to closing of the Share Exchange. Pursuant to the Agreement of Sale, the Company's Principal Shareholder forfeited all rights to any monies owed to the Company Principal Shareholder by the Company associated with a shareholder loan of approximately $25,000 (the "Spin Out and Cancellation").

The foregoing descriptions of the terms of the Exchange Agreement are qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 2.1 to this Report, which is incorporated by reference herein.



Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 of this Report regarding the Share Exchange is incorporated herein by reference in its entirety.


FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, on March 26, 2013, the Company acquired MoPals (Nevada) in a share exchange transaction. Item 2.01(f) of Form 8-K provides that if the registrant was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act, immediately before the reverse acquisition transaction, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant's securities subject to the reporting requirements of Section 13 of the such Exchange Act upon consummation of the transaction.

Because the Company executed the Spin Out and Cancellation prior to the Share Exchange, and even though the Company was not a deemed to be a shell company immediately before the Share Exchange, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that the information provided below relates to the combined enterprises after the acquisition of MoPals (Nevada), except that information relating to periods prior to the date of the reverse acquisition only relate to MoPals (Nevada) unless otherwise specifically indicated.

Information in response to this Item 2.01 below is keyed to the items numbers of Form 10.

DESCRIPTION OF BUSINESS

Our Corporate History and Background

Mortagebrokers.com Holdings, Inc. (the "Company", "we", and "our") was incorporated under the laws of Delaware on February 6, 2003 as MagnaData, Inc. In February 2005, articles of amendments were filed with the State of Delaware changing the name of our Company to MortgageBrokers.com Holdings, Inc. and thereafter operated as a mortgage brokerage in Canada. The Company intends to file articles of amendments with the State of Delaware changing the name of our Company to MoPals.com, Inc. pursuant to the Spin Out and Cancellation and subsequent execution of the Exchange Agreement.

Corporate History of MoPals (Nevada)

MoPals (Nevada) was incorporated in the State of Nevada on November 6, 2012.

IQIC.com Inc. ("IQIC") was incorporated federally in Canada on August 7, 2012. On November 7, 2012, IQIC filed Articles of Amendment to its Articles of Incorporation to change its name to "MoPals Canada Inc." ("MoPals Canada Inc."). Mopals Canada Inc. has 100 shares outstanding. All of these shares are owned by the parent company, MoPals (Nevada), making MoPals Canada Inc. a wholly-owned subsidiary of MoPals (Nevada).

Pursuant to execution of the Exchange Agreement, MortgageBrokers.com Holdings, Inc. acquired 100% of the issued and outstanding equity securities of MoPals (Nevada) and subsequently intends to change the Company's name to MoPals,com, Inc.

MoPals Industry

The social media industry employs web- and mobile-based technologies to support interactive dialogue and "introduce substantial and pervasive changes to communication between organizations, communities, and individuals." Social media are social software which mediates human communication. When the technologies are in place, social media is ubiquitously accessible, and enabled by scalable communication techniques. In the year 2012, social media became one of the most powerful sources for news updates through platforms such as Twitter and Facebook. The main increase in social media has been on Facebook, which was ranked as the number one social networking site. Approximately 1 Billion users access this site through their mobile phone. Global consumers spend more than six hours a week on social networking sites.

The reward loyalty program industry is a structured marketing effort that rewards, and therefore encourages, loyal buying behavior - behavior which is potentially beneficial to the brand.


In marketing generally and in retail more specifically, a loyalty program, loyalty card, rewards card, points cards or programs, advantage cards, or a club card is a plastic or paper card, visually similar to a credit or debit card that identifies the card holder as a member in a loyalty program. Loyalty programs are a system of the loyalty business model. In Canada, it is typically called a loyalty card; in the United States, a discount, club or rewards card and in the United Kingdom, a loyalty card. Cards typically have a barcode or magnetic stripe that can be easily scanned. Some are chip cards and by presenting the card, or earning points, the purchaser is typically entitled to either a discount on the current purchase, or an allotment of points that can be used for future purchases or promotions.

Business Overview

MoPals leverages the power of social media to empower members and facilitate brand engagement. In its simplest form, MoPals is a social media loyalty platform where members earn MoMiles for their social media activity as it relates to brand ambassadorship. Activity can include liking a brand's Facebook page, sharing a business' offer, or generating buzz through free polls. Members can redeem MoMiles in the MoMarket for travel, merchandise, and more.

MoMiles are the exclusive MoPals currency. MoMiles are earned as points when a variety of activities are accomplished on the MoPals platform.

Though MoPals runs as a web-based application, it will also be accessible via a smartphone and tablet app for iPhones and Androids, which will deliver unique and easy-to-use iterations of MoPals' services and network. Because members authenticate their user accounts with Facebook, MoPals has access to public data about its members via Facebook's API. MoPals leverages this data to tailor a custom experience for its users, crafting a network that is made to suit their interests.

Unlike Groupon and other daily deal sites, MoPals knows its members a lot better and is able to provide only the best and most targeted offers via Web 3.0 technology. We expect our members will be thrilled to log on to MoPals and find their most coveted items and latest trends in their selected interests available for purchase. Because transparency is one of MoPals' core values, members are aware that their information is used to bring them the best experience, and they appreciate the fact that their information (emails, usernames, etc.) is not sold to any third parties.

The most efficient way to reach new customers is to make it easy for existing customers to have authentic conversations about that brand with their friends 1 . For businesses, MoPals is a great opportunity to build brand awareness, connect with existing ambassadors, and grow a business' fan base. Working with MoPals' team, we'll be able to help brands devise a custom solution to fit their marketing needs. Unlike Daily deal sites, which may cheapen a brand and threaten the business's bottom line, MoPals' offers businesses performance-driven campaign results with a tangible Return on Investment (ROI). With over 8 Million SME's in North America, there is a tremendous opportunity to provide an easy to use, inexpensive loyalty program to these businesses. With over 2 Billion loyalty program memberships and 96% of a Generation Y on social media, the MoPals platform is positioned for tomorrow's consumer, today.

Business Strategy

To Grow Our Member Base:

We intend to launch a robust and dynamic user acquisition strategy, leveraging best practices of traditional acquisition models: contests, email campaigns, co-sponsorships, as well as viral and word-of-mouth ("WOM") models including celebrity endorsements, targeting influencers, targeted geographic campaigns and referrals. In conjunction with our in-house efforts, we will use public relations firms to optimize our messaging.


1 http://www.manumatix.com/


To Optimize Engagement - Our Members' Daily Visits and Interactions:

. . .



Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02.

The shares of Common Stock issued to the MoPals Shareholders connection with the Share Exchange were offered and sold in a private transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D ("Regulation D") promulgated under the Securities Act and Regulation S promulgated under the Securities Act. The Company made this determination based on the representations of the investors which included, in pertinent part, that each such investor was an "accredited investor" within the meaning of Rule 501 of Regulation D.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
    2.1       Share Exchange Agreement by and between
              MortgageBrokers.com Holdings, Inc., MoPals, Inc., Alex
              Haditaghi, and the MoPals Shareholders dated March 26,
              2013.
   10.1       Agreement of Sale by and between MortgageBrokers.com
              Holdings, Inc., MortgageBrokers.com Canada, Inc. and Alex
              Haditaghi, dated March 26, 2013.
   99.1       Consolidated Financial Statements of MoPals Inc.
   99.2       Unaudited pro forma combined financial information of
              MortgageBrokers.com Holdings, Inc. and MoPals, Inc.*

* To be filed by amendment no later than 71 calendar dates of this Report.


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