EMS FIND, INC. (OTCMKTS:EMSF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into Material Definitive Agreement.
Restructure of Outstanding Viva Entertainment Group Promissory
Note
In connection with the sale on April 5, 2016 of our Viva
Entertainment Group Subsidiary to Black River Petroleum Corp.
(Black River, which subsequently changed its name to Viva
Entertainment Group), Black River issued to the Company in
exchange for control of our subsidiary, a 10% promissory note in
the principal amount of $100,000, due six months from the closing
of the sale (the Original Note), which represented the purchase
price paid by Black River (now Viva Entertainment Group) for our
subsidiary. The Original Note did not have a Convertible
Structure.
As of February 27, 2017, the Company and Viva Entertainment Group
have signed an amendment to the Original Note (which as so
amended is referred to herein as the Amended Note). The Amended
Note is due on demand and convertible into shares of Viva
Entertainment Group (Symbol: OTTV) common stock at a variable
Conversion Price defined as 50% multiplied by the Market Price
(representing a discount rate of 50%). Market Price means the
lowest one (1) Trading Prices for the Viva Entertainment common
stock the twenty (20) Trading Day period ending on the last
complete Trading Day prior to the Conversion Date. Trading Prices
means, for any security as of any date, the lowest traded price
on the Over-the Counter Pink Marketplace, OTCQB, or applicable
trading market (the OTCQB) as reported by a reliable reporting
service reporting service. The Amended Note is filed as an
exhibit to this Current Report, and reference is hereby made to
that exhibit for the complete terms of the Amended Note.
EMS Find App License Agreement
On February 19, 2017, the Company entered into an agreement with
EpicMD, LLC, located in Doral, Florida, for EpicMD to license the
Companys application (EMS Find App), which is an on demand
software platform designed to facilitate on demand scheduling of
medical transportation using any iOS, Android smart device and
Web-based Desktop System.
EpicMD plans to integrate the EMS Find’s Platform with its own
Medical Mobility Software Platform, designed to be used for
claims adjudication and verification and to manage health
benefits for any health care plans, facilities or providers.
Under terms of this agreement, EpicMD agreed to license and
deploy EMS Find’s on demand platform in conjunction with
EpicMD’s Medical Mobility Software Platform, designed to be used
for trip scheduling, claims adjudication and verification, to
manage the transportation benefits for any Health Care Plans,
Facilities and Providers.
Under the Agreement, Epic MD will pay a license fee to the
Company of 3% of EpicMDs gross software revenues derived by
EpicMD from its use of the EMS Find Platform.
Item 3.02. Unregistered Sale of Equity
Securities.
The following table sets forth the sales of unregistered
securities since the Companys last report filed under this item.
|
Date |
Title and Amount(1) |
Purchaser |
Principal Underwriter |
Total Offering Price/ Underwriting Discounts |
|
02/14/17 |
Issuance of 6,618,400 shares of common stock to Steve |
CEO of the Company |
NA |
$16,546/NA |
|
02/14/17 |
Issuance of 7,653,800 shares of common stock to Steve |
CEO of the Company |
NA |
$19,132/NA |
|
02/14/2017 |
Issuance of 4,833,600 shares of common stock to Steve |
CEO of the Company |
NA |
$12,084/NA |
Item 8.01. Other Events.
The Company plans in the near future to restructure its
operations from a software development company to a holdings
company, which will require changes in our corporate
organization.
Our Board of Directors has approved changing the name of the
Company to Paradigm Group, Inc. Following filing with the Nevada
Secretary of State, the Company will file with FINRA for approval
of the name change for trading purposes and a new trading symbol.
As of March 9, 2017, the Company had a total of three billion
shares authorized, 86,094,170 shares of common stock
issued and trading float of 46,460,287.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
|
10.15 |
Viva Entertainment Group $106,000 Note, as amended February |
|
About EMS FIND, INC. (OTCMKTS:EMSF)
EMS Find, Inc. has developed, and focuses on marketing business-to-business (B2B) and business-to-consumer (B2C) on-demand mobile platform. The Company’s mobile platform is designed to connect healthcare providers and consumers to a network of medical transport companies throughout the United States and Canada and, on the Internet and through mobile applications. Its mobile and Internet platform intends to facilitate connections of healthcare providers (social workers, caregivers, case managers and discharge nurses) and the public with medical transportation providers for the benefit of the patients. The Company’s EMS Find application will work on any smart device, including smart phones, tablets or laptops. The application is available in iPhone operating system (iOS), Android and desktop versions and allows users to connect in real-time to local and nearby pre-screened medical transportation companies wherever the medical transport is needed and that fits the criteria for the user. EMS FIND, INC. (OTCMKTS:EMSF) Recent Trading Information
EMS FIND, INC. (OTCMKTS:EMSF) closed its last trading session up +0.0008 at 0.0110 with 758,161 shares trading hands.