Eight Dragons Company (OTCMKTS:EDRG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 1, 2017, the Company, through an Agreement and Plan of
Merger and Reorganization, acquired all the equity of Park Road
Solutions, Inc. (previously Park Road Solutions, LLC), for a
purchase price of Eighty Thousand (80,000) shares of the Company
common stock. Park Road Solutions, Inc. is an information systems
consulting company. Financial statements of the business acquired
was not material to Rule 8-04(b) of Regulation S-X (17 CFR
210.8-04(b)). The transaction was consummated on a tax-free basis
to the provisions of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986
Merger and Reorganization, acquired all the equity of Park Road
Solutions, Inc. (previously Park Road Solutions, LLC), for a
purchase price of Eighty Thousand (80,000) shares of the Company
common stock. Park Road Solutions, Inc. is an information systems
consulting company. Financial statements of the business acquired
was not material to Rule 8-04(b) of Regulation S-X (17 CFR
210.8-04(b)). The transaction was consummated on a tax-free basis
to the provisions of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986
Item 3.02 Unregistered Sale of Equity Securities.
See Item 2.01.
The offer and sale of the securities above were effected in
reliance on the exemptions for sales of securities not involving
a public offering, as set forth in Rule 506 promulgated under the
Securities Act of 1933, as amended (the Securities Act) and in
Section 4(2) and Section 4(6) of the Securities Act and/or Rule
506 of Regulation D.
reliance on the exemptions for sales of securities not involving
a public offering, as set forth in Rule 506 promulgated under the
Securities Act of 1933, as amended (the Securities Act) and in
Section 4(2) and Section 4(6) of the Securities Act and/or Rule
506 of Regulation D.
Item 7.01 Regulation FD Disclosure.
On June 7, 2017, the Company announced the acquisition of
Park Road Solutions, Inc. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report filed on
Form 8-K and is incorporated herein by reference.
Park Road Solutions, Inc. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report filed on
Form 8-K and is incorporated herein by reference.
Note: the information in this report (including the exhibit)
is furnished to Item 7.01 and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that
section, or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, except as shall be expressly set forth
by specific reference in such a filing. This report will not
be deemed a determination or an admission as to the
materiality of any information in the report that is required
to be disclosed solely by Regulation FD.
is furnished to Item 7.01 and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that
section, or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, except as shall be expressly set forth
by specific reference in such a filing. This report will not
be deemed a determination or an admission as to the
materiality of any information in the report that is required
to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
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Exhibit No.
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Description
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10.1
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Agreement and Plan of Merger and Reorganization between
Park Road Solutions, Inc. , Eight Dragons Acquisition I, Inc., and the Company, dated June 1 2017. |
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| 99.1 |
Press Release dated June 7, 2017, issued by the Company
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