UNITED STATES
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): July 28, 2017
SoOum
Corp.
(Name of small business in its charter)
Minnesota |
| 000-7475 |
| 41-0831186 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
|
| 590 Madison Avenue Suite 1800 New York, NY 10022 |
|
|
(Address of principal executive offices) | ||||
(480) 287-6675 |
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K 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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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1.01 – Entry into a Material Definitive Agreement
See discussion under Item 2.01 belo
2.01 – Completion of Acquisition or Disposition of Assets
On July 28, 2017, the Company signed a Separation Agreement (the “Agreement”) with Ms. Joy Gillespie pursuant to which Ms. Gillespie exchanged her 445,000,000 shares of common stock of SoOum Corp. for 100% of the ownership interests of Western Grade, LLC (“WG”), which were owned by SoOum Corp. In effect, this transaction reverses the prior acquisition of Western Grade by SoOum Corp., which occurred on October 06, 2016. The Separation Agreement entered between the parties contains other terms common to a transaction of this nature. Accordingly, the Company's financial statements will not include the operations of WG from effective date.
Due to the Agreement, the Company will no longer report WG as the Company's "Predecessor" and all historical financial information of the Company will be that of SoOum Corporation. WG was only consolidated with SoOum Corporation's financial statements for the period from October 6, 2017 (date of acquisition) through December 31, 2016. The Proforma financial information included in Item 9.01 below discloses the effects as if the acquisition of WG was not included in the consolidated financial statements for the year ended December 31, 2015, nine months ended September 30, 2016 and three months ended December 31, 2016
9.01 Financial Statements and Exhibits.
-Separation Agreement-
Pro Forma Financial Statements |
||
Year Ended December 31, 2015 (Unaudited) |
As noted in the Company's Form 10-K, WG was reported in the Company's financial statements as the "Predecessor" entity. In accordance with such accounting treatment, WG represented all historical operations prior to the acquisition in October 2016. Accordingly, the purpose of the following proforma financial statements is to remove WG's financial information and add the historical financial information of SoOum Corp. and to disclose the effect of the Agreement as if WG was not treated as the Predecessor. | |||||
As Reported | Less: WG | Add: SoOum | ProForma | ||
Current Assets | 1,040,911 | 1,040,911 | 41 | 41 | |
Total Assets | 1,737,167 | 1,737,167 | 338 | 338 | |
Current Liabilities | 1,673,697 | 1,673,697 | |||
Total Liabilities | 1,957,357 | 1,957,357 | 7,572,955 | 7,572,955 | |
Total Equity (Deficit) | (220,190) | (220,190) | (7,572,617) | (7,572,617) | |
Total Revenues | 4,905,004 | 4,905,004 | 46,842 | 46,842 | |
Total Expenses | 5,335,805 | 5,335,805 | (10,760,609) | (10,760,609) | |
Net Loss | (430,801) | (430,801) | 10,807,451 | 10,807,451 | |
Loss Per Share | 0.98 | 0.98 | |||
Weighted Average Shares | 10,983,378 | 10,983,378 | |||
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Nine Months Ended September 30, 2016 (Unaudited) |
| |||||
As noted in the Company's Form 10-K, WG was reported in the Company's financial statements as the "Predecessor" entity. In accordance with such accounting treatment, WG represented all historical operations prior to the acquisition in October 2016. Accordingly, the purpose of the following proforma financial statements is to remove WG's financial information and add the historical financial information of SoOum Corp. and to disclose the effect of the Agreement as if WG was not treated as the Predecessor. | |||||
As Reported | Less: WG | Add: SoOum | ProForma | ||
Current Assets | 521,631 | 521,631 | 7,102 | 7,102 | |
Total Assets | 962,856 | 962,856 | 17,102 | 17,102 | |
Current Liabilities | 1,543,695 | 1,543,695 | 8,328,087 | 8,328,087 | |
Total Liabilities | 1,869,703 | 1,869,703 | 8,328,087 | 8,328,087 | |
Total Equity (Deficit) | (906,847) | (906,847) | (8,310,985) | (8,310,985) | |
Total Revenues | 2,399,280 | 2,399,280 | 3,756 | 3,756 | |
Total Expenses | 3,068,530 | 3,068,530 | 4,902,627 | 4,902,627 | |
Net Loss | (669,250) | (669,250) | (4,898,871) | (4,898,871) | |
Loss Per Share | (0.07) | (0.07) | |||
Weighted Average Shares | 66,367,786 | 66,367,786 | |||
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Three Months Ended December 31, 2016 (Unaudited) |
As noted in the Company's Form 10-K, the operations of WG were reported in the Company's consolidated financial statements since the date of acquisition, in October 2016. Accordingly, the purpose of the following proforma financial statements is to remove WG's operations to disclose the effect of the Agreement as if WG was never acquired. | |||||
As Reported | Less: WG | ProForma | |||
Current Assets | 391,658 | 391,566 | 92 | ||
Total Assets | 3,846,445 | 3,846,353 | 92 | ||
Current Liabilities | 9,867,116 | 1,652,316 | 8,214,800 | ||
Total Liabilities | 9,945,924 | 1,733,124 | 8,214,800 | ||
Total Equity (Deficit) | (6,099,479) | 2,113,229 | (8,214,708) | ||
Total Revenues | 638,660 | 638,576 | 84 | ||
Total Expenses | 985,517 | 695,922 | 289,595 | ||
Net Loss | (346,857) | (57,346) | (289,511) | ||
Loss Per Share | - | - | - | ||
Weighted Average Shares | 874,719,839 | 377,282,609 | 497,437,230 | ||
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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, thereunto duly autho
| SOOUM CORP. | |
Dated: August 04, 2017 | By: |
/s/ William Westbrook
William Westbrook |
| Title: | President |
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