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MARK > SEC Filings for MARK > Form 8-K/A on 12-Jun-2013All Recent SEC Filings

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Form 8-K/A for REMARK MEDIA, INC.


12-Jun-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and


Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed in a Current Report on Form 8-K filed on April 4, 2013, Remark Media, Inc. (the "Company"), on March 29, 2013, entered into a Membership Interest Purchase Agreement (the "Purchase") with Pop Factory LLC, a Florida limited liability company ("Pop Factory"), Gail Sonnenschein and Howard Sonnenschein (collectively, the "Sellers") for the purchase of all issued and outstanding membership interests in Pop Factory (the "Purchase"). The Purchase was closed on March 29, 2013, for total cash consideration of $2,375,000, and the Company became the sole member of Pop Factory.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The unaudited interim consolidated balance sheets of Pop Factory as of March 29, 2013 and the related consolidated statement of operations for the three month period ended March 29, 2013 and the consolidated statement of cash flow for the three month period ended March 29, 2013, and the Notes to the Consolidated Financial Statements are filed as Exhibit 99.1 to this Current report on Form 8-K/A.

The audited consolidated balance sheet of Pop Factory as of December 31, 2012 and the related consolidated statements of operations, member's equity and cash flows for the year ended December 31, 2012, the Notes to the Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial statements of the Company and its subsidiaries as of December 31, 2012 and for the year ended December 31, 2012, and for the three month period ended March 31, 2013, after giving effect to the acquisition of Pop Factory, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A.

(d) Exhibits

Exhibit No. Description of Exhibit

23.1 Consent of Cherry, Bekaert & Holland

99.1 The unaudited interim consolidated balance sheets of Pop Factory as of March 29, 2013 and the related consolidated statement of operations for the three month period ended March 29, 2013 and the consolidated statement of cash flow for the three month period ended March 29, 2013, and the Notes to the Consolidated Financial Statements.

99.2 The audited consolidated balance sheet of Pop Factory as of December 31, 2012 and the related consolidated statements of operations, member's equity and cash flows for the year ended December 31, 2012, the Notes to the Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm.

99.3 The unaudited pro forma condensed combined financial statements of the Company and its subsidiaries as of December 31, 2012 and for the year ended December 31, 2012, and


for the three month period ended March 31, 2013, after giving effect to the acquisition of Pop Factory.

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