eMedia Group Inc. (OTCMKTS:EMMD) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 2, 2017, eMedia Group Inc., a Nevada corporation (the
Company or EMMD), entered into a Share Exchange Agreement (the
Agreement) with HJ Invest Holdings ApS, a Danish corporation (HJ)
and HP Invest Holdings ApS, a Danish corporation (HP). HJ and HP
each own 30,000,000 of the issued and outstanding shares of EMMD
and are also owned by EMMDs executive officers and directors, Mr.
Henrik Jorgensen and Mr. Christian Pedersen, respectively. EMMD
owns 50% of the issued and outstanding shares of eTarg Media ApS,
a Danish corporation (eTarg), its wholly-owned subsidiary. to the
Share Exchange Agreement, HJ and HP acquired all of the issuance
and outstanding shares of capital stock of eTarg from the Company
in exchange for cancellation of 60,000,000 restricted shares of
EMMDs common stock from HJ and HP. Prior to completion of the
transactions contemplated by the Share Exchange Agreement, EMMDs
Vice President of Business, Mr. Kok Wong Liew, was elected to
EMMDs Board of Directors.
The Share Exchange Agreement was approved by one hundred percent
(50%) of EMMDs shareholders on January 2, 2017. The closing of
the Share Exchange Agreement occurred on February 1, 2017.
Following completion of the Share Exchange, Mr. Jorgensen and Mr.
Pedersen resigned as officers and directors of EMMD. A
description of the specific terms and conditions of the Share
Exchange Agreement is set forth in the Share Exchange Agreement
filed herewith as Exhibit 2.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
The information provided in Item 1.01 of this Current Report on
Form 8-K related to the aforementioned Share Exchange Agreement
is incorporated by reference into this Item 2.01.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Prior to completion of the Share Exchange Agreement discussed
above in Item 1.01, Messrs. Jorgensen and Pedersen were deemed
the control persons of EMMD since they each beneficially owned
37.5% of EMMDs total issued and outstanding shares of common
stock. As a result of such transaction, their shares of EMMD have
been cancelled and returned to treasury reducing the total number
of shares issued and outstanding to 20 million shares. At this
point in time there is no person, entity or group that holds a
majority of EMMDs voting stock and as far as EMMD is aware, no
shareholder holders more than 6% of the voting stock.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective February 1, 2017, the Board of Directors of EMMD
accepted the resignations of Mr. Henrik Jorgensen as EMMDs
President and a member of the Board and Mr. Christian Pedersen as
Secretary and Treasurer and a member of the Board.
On the same day, EMMDs Vice President of Business, Mr. Kok Wong
Liew, was elected as a member of EMMDs Board of Directors and as
its Chief Executive Officer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
2.01 |
Share Exchange Agreement dated January 2, 2017, entered |
About eMedia Group Inc. (OTCMKTS:EMMD)
eMedia Group, Inc. is engaged in the business of selling its customers subscriptions for its software suite, AccuRanker, which allows customers to track their search engine rankings. The Company’s AccuRanker service covers a range of activities, including performing search engine optimization, managing paid listings at the search engines, submitting sites to directories, and developing online marketing strategies for businesses, organizations and individuals. AccuRanker’s target market is search engine optimization and marketing professionals and companies with a specific budget for Internet marketing. The Company’s customers include companies with an internal marketing department, as well as companies that are search engine optimization and/or marketing agencies. The Company’s subsidiary is eTarg Media Aps (eTarg). eMedia Group Inc. (OTCMKTS:EMMD) Recent Trading Information
eMedia Group Inc. (OTCMKTS:EMMD) closed its last trading session down -0.175 at 0.510 with shares trading hands.