MOMENTOUS ENTERTAINMENT GROUP, INC. (OTCMKTS:MMEG) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 – Completion of Acquisition of Assets

As previously disclosed, on December 12, 2016, Momentous Entertainment Group, Inc., filed a Current Report on Form 8-K to report that on November 25, 2016, the Company entered into a letter of intent to acquire VZ Network Holdings, Inc., a Delaware corporation, which owns 50% of the equity interests in Poolworks (Germany) Ltd., a German company with offices in Berlin, which operates a social networking platform under the websites studiVZ and meinVZ.

The purchase price will be 10,000 shares of Convertible Series C Preferred Stock. These shares will convert into 20% of the total outstanding common stock of the Company no later than June 30, 2017.

On February 8, 2017, Momentous Entertainment Group, Inc. filed a Current Report on Form 8-K to report that the Company executed a Share Exchange Agreement with the shareholders of VZ Network Holdings, Inc., a Delaware company (the “Selling Company” or “VZ”), purchasing all of the issued and outstanding shares of VZ for newly-issued preferred stock of MMEG, with VZ becoming a wholly-owned subsidiary of MMEG. VZ owns 50% of the equity of Poolworks (Germany) Ltd., a German company with offices in Berlin.  Poolworks owns and operates the social-media networking platforms studiVZ and meinVZ directed and offered primarily to individuals located in the Republic of Germany.  

Share Exchange with VZ Network Holdings, Inc.

In exchange for the VZN Common Stock, the Company issued to the VNZ Majority Shareholders an aggregate of 10,000 shares of non-redeemable, convertible shares of Series C preferred stock of the Company (the “Company Series C Preferred Stock”).

The Company amended its articles of incorporation to authorize an aggregate of 10,000 shares of Company Series C Preferred Stock. The Company’s Series C Preferred Stock:

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does not pay a dividend;

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has a stated or liquidation value of $1,000.00 per share, or an aggregate of $10,000,000, as to all shares of Company Series C Preferred Stock;

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upon liquidation or a sale of control of the Company is senior to the Company Common Stock;

·

provides that upon the occurrence of a “conversion event” (defined as the listing of shares of the Company Common Stock on a “qualified stock exchange” (as defined)), the Company Series Preferred Stock shall automatically convert into 66,783,870 shares of Company Common Stock, or such other number of shares of Company Common Stock as shall represent 20% of the Company’s “fully-diluted Common Stock” (as defined) on the date of conversion; and

·

votes with the Company’s outstanding Common Stock on an “as converted” basis.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited financial statements of Poolworks (Germany) Ltd. as of December 31, 2016 and statements of comprehensive income, changes in members’ equity, and cash flows for the period from January 1, 2015 through December 31, 2016.

(d)  Exhibits

10.10

Poolworks (Germany) Ltd. Audited Financial Statements December 31, 2016 and 2015

About MOMENTOUS ENTERTAINMENT GROUP, INC. (OTCMKTS:MMEG)

Momentous Entertainment Group, Inc. (MMEG) is a media company. The Company intends to operate in four segments of the media industry. These segments include content, distribution, live events and direct marketing. The content segment has a recording division, and a film and television division. The distribution segment will focus on the distribution of MMEG content through cable, radio, television and streaming distribution outlets. The live entertainment segment will focus on highlighting MMEG contracted artists, their content and the creation of additional content that cost has been cover by the consumers. The marketing segment will directly sell MMEG intellectual property to consumers. The recording division offers an album to the faith market entitled the Greatest Story Ever Sung with music from Susan Olmon and the late Roger Clark, and narration of the story of the life of Jesus by Stephen Baldwin. It intends to sponsor live concerts and other musical events.

MOMENTOUS ENTERTAINMENT GROUP, INC. (OTCMKTS:MMEG) Recent Trading Information

MOMENTOUS ENTERTAINMENT GROUP, INC. (OTCMKTS:MMEG) closed its last trading session down -0.00010 at 0.00140 with shares trading hands.