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GMEC > SEC Filings for GMEC > Form 8-K on 18-Jun-2014All Recent SEC Filings




Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2014, Great China Mania Holdings, Inc. (the "Company") entered into a binding letter of intent (the "Letter of Intent") with Phaedra Media Group Limited ("Phaedra Media Group") for the proposed acquisition of 100% equity interest in Phaedra Media Group (the "Letter of Intent"). Phaedra Media Group, through its subsidiaries (consisting of a wholly-owned foreign enterprises company in China and its three wholly-owned operating subsidiaries) specializes in total advertising solutions and operates an online advertising system in China.

Pursuant to the Letter of Intent, the Company will purchase 100% equity interest of Phaedra Media Group for consideration of a to-be-determined amount of 12,000,000 to 15,000,000 shares of the Company's common stock (the "Consideration Shares").

In the Letter of Intent, the parties have agreed to certain terms that will be further formalized into definitive documents after a one week due diligence period. Those terms include, among other things, that Phaedra Media Group will be entitled to appoint one member of the Board of Directors of the Company, that Phaedra Media Group's current management team will continue to operate the business following the acquisitions set forth in the LOI, that Phaedra Media Group shall be entitled to appoint the Chief Operating Officer of China Operations for the Company, that the Company and Phaedra Media Group shall jointly appoint the Chief Financial Officer of the Company, that the Company shall bear the costs of the acquisition and all public reporting obligations, and that Phaedra Media Group will assist in any audit preparation work required by the Company to complete its annual and quarterly filings as a public company.

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