In Media Corporation (OTCMKTS:IMDC) Files An 8-K Unregistered Sales of Equity Securities

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In Media Corporation (OTCMKTS:IMDC) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

 

On June 23, 2017, we sold 25,000,000 shares of its common stock, par value $0.001 per share, to one party, RVCA Partners, LLC (“RVCA”), for an aggregate sales price of $25,000 ($0.001 per share), payable in cash. The shares were sold in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933.

 

Item 5.01 Changes in Control of Registrant.

The purchase price for RVCA’s purchase of 25,000,000 Shares of our common stock described in Item 3.02 above was $25,000 ($0.001 per Share). Prior to the June 23, 2017 transaction, Mr. Hunt, through RVCA, owned 48.3% of our outstanding common stock shares in connection with previously reported transactions in December 2016 between RVCA and us and RVCA and Howard Hayes. The source of the funds to purchase the 25,000,000 shares was from cash reserves of RVCA. RVCA is an entity owned and controlled by David Hunt, a member of our board of directors and one of our officers since December 2016. The June 23, 2017 transaction resulted in Mr. Hunt, through RVCA, controlling 56.5% of our outstanding common stock as of the date of this current report.

Howard Hayes, who resigned from our board of directors in December 2016, remains our CEO, principal accounting officer, and principal financial officer. There are no other arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors. Our longtime consultants Mike Harper, also one of our directors until December 2016, Mr. Hayes, and Simon Westbrook, have agreed to remain involved with us as consultants to assist with bringing our SEC filings current. For the foregoing services, we have agreed to pay Messrs. Harper and Westbrook $5,000 each. It is possible that Mr. Westbrook will continue to provide consulting services to us subsequent to the SEC filings being brought current. However, no arrangement has been formalized to date. Mr. Hayes currently has no contractual arrangement with us except for his agreement to remain as principal executive officer and principal accounting officer until such time as our SEC filings are current through the twelve month period ended December 31, 2016. There are no other arrangements or understandings among members of both the former and new control groups and their associates with respect to other matters.

We were a shell company immediately before the change in control, and remain a shell company following the change in control. The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the Securities and Exchange Commission in (i) the Registrant’s Definitive Information Statement filed on Schedule 14 filed on May 4, 2016, (ii) the Registrant’s Form 10-K for the fiscal year ended December 31, 2014, and the Registrant’s Forms 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2014 and September 30, 2014, and (iii) the information contained in this Report.

 

 


About In Media Corporation (OTCMKTS:IMDC)

IN Media Corporation is a development-stage company. The Company offered its customers integrated plug-and-play solutions consisting of hardware devices, operating software and access to a library of video content. The Company previously offered a choice of three hardware devices, Internet protocol television (IPTV) Set Top Box (IPSTB), tablet personal computer (PC) and video content. The Company is focusing its preliminary merger or acquisition activities on business opportunities with business entities for the merger of a target business with it. The Company is also analyzing sourcing other sources of funding to continue its previous business. In implementing a structure for a particular business acquisition or opportunity, the Company may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. As of December 31, 2014, the Company had generated no revenues from operations.