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CBMC > SEC Filings for CBMC > Form 8-K on 15-Jan-2014All Recent SEC Filings

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Entry into a Material Definitive Agreement, Unregistered Sale of Equity S

Item 1.01 Entry into a Material Definitive Agreement

The Registrant and DP Tzuan (HK) Limited (the "Purchaser") have entered into an Investment Agreement dated January 9, 2014 (the "Agreement") pursuant to which the Purchaser has agreed to invest $2 million in the Registrant through the purchase of 400,000,000 shares of Common Stock of the Registrant (the "Shares") at a purchase price of $0.005 per share. The issuance of the Shares will be contingent upon an amendment to the Registrant's Certificate of Incorporation to increase the authorized shares of Common Stock to a total of 2,400,000,000 shares and to reduce the par value of the Registrant's Common Stock to $0.005 per share (the "Amendment"). The Agreement provides for the investment to be made in three installments: (i) $500,000 as soon as practicable following the effective time of the Amendment; (ii) $500,000 on May 1, 2014; and (iii) $1 million on November 1, 2014. Under the Agreement, the parties will develop a mutually-agreed budget plan for the Registrant. Each installment under the Agreement will be subject to the effectiveness of the Amendment, the Registrant's compliance with the above-referenced budget plan and customary closing conditions.

A copy of the Agreement is attached hereto as Exhibit 99.1.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Agreement, the Registrant has agreed to sell and issue the Shares to the Purchaser for an aggregate of $2 million in cash. The Shares will be issued in offshore transactions in reliance upon Regulation S promulgated under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.    Description

99.1           Investment Agreement dated January 9, 2014 between the Registrant and
               the Purchaser.

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