Attached files
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| EX-10.01 - LETTER OF INTENT DATED OCTOBER 11, 2017 - Modern Mobility Aids, Inc. | exhibit_10-1.htm |
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)
MODERN MOBILITY AIDS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-168983
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27-4677038
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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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First Canadian Place
Suite 350
Toronto, Ontario
Canda
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M5X 1C1
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(Address
of principal executive offices)
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(Zip
Code)
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(416) 890 4820
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
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:
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☒
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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__________
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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry Into a Material Definitive Agreement
On
October 11, 2017, the Board of Directors of Modern Mobility Aids,
Inc., a Nevada corporation (the “Company”) authorized
the execution of that certain letter of intent (the “Letter
of Intent”) among the Company, 2539296 Ontario Limited, a
corporation organized under the laws of the Province of Ontario
(“2539296 Ontario”) and Marble Mining Company Inc., a
corporation organized under the laws of Province of Ontario
(“Marble Mining), which provides for the acquisition of
2539296 Ontario and Marble Mining.
In
accordance with the terms and provisions of the Letter of Intent,
MDRM Group (Canada) Ltd., a Canadian subsidiary of the Company
(“MDRM”) shall: (i) acquire all of the total issued and
outstanding shares of common stock from the shareholders of 2539296
Ontario for consideration of $500,000 in cash, the issuance of
257,460 shares of common stock of MDRM (which will be exchangeable
into 257,460,494 shares of the Company) and 500,000 shares of
preferred stock of the Company (which will have voting rights of
200 to one); and (ii) acquire all of the total issued and
outstanding shares of common stock from the shareholders of Marble
Mining for consideration of the issuance of 273,552 shares of
common stock of MDRM (which will be exchangeable into 547,103,549
shares of common stock of the Company). In addition, MDRM may make
the following purchases: (i) 1,050,000 shares of common stock of
Marble Mining for $2,000,000 on or before November 30, 2017; and
(ii) 1,050,000,000 shares of common stock of Marble Mining for
$4,000,000 on or before March 31, 2018.
In
accordance with further terms and provisions of the Letter of
Intent: (i) certain key employees of 2539296 and Marble Mining
shall enter into employment contracts with MDRM for not more than a
three year period providing for salary and benefits; (ii) a first
draft of a share purchase agreement shall be provided on or before
October 16, 2017; (iii) the respective board of directors of and
majority shareholders of 2539296 Ontario and Marble Mining shall
have approved the share purchase agreements; (iv) MDRM shall have
received audited financial statements for all prior fiscal years
since inception of 2539296 Ontario and Marble Mining, respectively;
and (v) MDRM shall have conducted its legal, environmental,
business and financial due diligence reviews of 2539296 Ontario and
Marble Mining, respectively.
In is
anticipated that the parties will negotiate in good faith with an
intent to execute a definitive share purchase agreement on or
before October 31, 2017.
The
foregoing is a summary description of the terms and conditions of
the Letter of Intent and does not purport to be complete and is
qualified in its entirety by reference to the Letter of Intent,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01
Financial
Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not
applicable.
(b) Pro forma Financial Information.
Not
applicable.
(c) Shell Company Transaction.
Not
applicable.
2
(d) Exhibits.
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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MODERN MOBILITY AIDS, INC.
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DATE:
October 12, 2017
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/s/ Tito
DiMarco
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Name: Tito DiMarco
Title: President/Chief Executive Officer
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__________
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