Attached files
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| EX-10.1 - AGREEMENT OF SECURITIES EXCHANGE AND PLAN OF REORGANIZATION BETWEEN OUR COMPANY AND STOP SLEEP GO LIMITED DATED OCTOBER 28, 2016 - Stop Sleep Go Inc. | imma_ex101.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report
(Date of earliest event reported)
October 28, 2016
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INTERACTIVE MULTI-MEDIA AUCTION CORPORATION
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(Exact
name of registrant as specified in its charter)
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British Virgin Islands
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333-185909
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n/a
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Vanterpool Plaza, 2nd Floor, Wickhams Cay IRoad Town, Tortola,
British Virgin Islands
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n/a
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
284-494-5959
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n/a
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On
October 28, 2016, our company entered an Agreement of Securities
Exchange and Plan of Reorganization with Stop Sleep Go Limited
(“Stop Sleep
Go”). Pursuant to this Agreement, we shall effect a
business combination whereby we will acquire shares of Stop Sleep
Go (the “Transaction”).
At the
date of the agreement, there were 129,606 shares of issued and
outstanding. In exchange for all of the issued and outstanding
shares of Stop Sleep Go, our company will issue an aggregate of
64,803,000 restricted common shares to the shareholders of Stop
Sleep Go. Each shareholder of one (1) share of Stop Sleep Go will
received 500 common shares of our company as
consideration.
The
Transaction was previously approved by a minimum of 75% of the
shares of Stop Sleep Go. In the event that we receive valid
acceptances from shareholders of Stop Sleep Go holding at least 90%
of the capital stock of Stop Sleep Go then Stop Sleep Go shall
exercise its right in accordance with sections 974 to 991 of the
Companies Act 2006 (United
Kingdom) to compulsorily acquire the remaining 10% of the capital
stock on the same terms.
The
agreement under which the parties will agree to carry out the
Transaction will contain provisions that are customary for a
transaction of this nature.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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Effective
October 28, 2016, Julius Cesar Legayo De Vera resigned as
President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary, Director and, if any, from all other offices
of our company, effective immediately. Mr. De Vera’s
resignation was not the result of any disagreements with our
company regarding our operations, policies, practices or
otherwise.
Concurrently with Mr. De Vera’s resignation,
Nicholas Hargreaves consented to and was appointed as President,
Chief Executive Officer, Chief Financial Officer, Treasurer,
Secretary and Director of our company, effective immediately
to fill the vacancy of Mr. De
Vera’s resignation.
Nicholas Hargreaves – President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and
Director
Mr.
Nicholas Hargreaves, age 42, has experience in real estate,
recruitment and internet markets. Further, Mr. Hargreaves has
created and run sales teams.
From
August 2012 to present, Mr. Hargreaves is the founding director of
Stop Sleep Go Limited. Stop Sleep Go has offices in both London and
the Philippines and has built and launched a vacation rental site
that manages aspects of the business including seed round funding.
From October 2014 to present, he is the founder, Managing Director
and Chief Executive Officer of Cloud Employee Ltd. Cloud Employee
is a United Kingdom company that specializes in supplying
businesses with dedicated web developers that are predominantly in
the technology and e-commerce sectors with offices in London, and
Cebu and Manila in the Philippines. The recruitment and
training procedures, customized premises, biometric 'clock-in'
sheets and supervision ensure that certain standards are
met.
Our
company believes that Mr. Hargreaves’s business and
operational experience give him the qualifications and skills
necessary to serve as President, Chief Executive Officer, Chief
Financial Officer, Treasurer, Secretary and Director of our
company. Our board of director consists of solely of Mr.
Hargreaves.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Agreement
of Securities Exchange and Plan of Reorganization between our
company and Stop Sleep Go Limited dated October 28,
2016.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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INTERACTIVE MULTI-MEDIA AUCTION
CORPORATION.
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/s/Nicholas Hargreaves/s/
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Nicholas Hargreaves
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CEO,
President and Director
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November
14, 2016
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