UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 21, 2016
MEDIA ANALYTICS CORPORATION
(Exact name of small business issuer as specified in its charter)
| Florida | 000-54828 | 45-0966109 | ||
|
(State
or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS
Employer
Identification No.) |
1825 Ponce de Leon Blvd, Suite 411
Coral Gables, FL 3314
(Address of principal executive offices)
(786) 323-7900
(Registrant’s telephone number)
800 W. El Camino Real, Suite 180
Mountain View, CA 94040
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Item 1.01 Entry into a Definitive Material Agreement
Stock Purchase Agreement
On December 15, 2016, Media Analytics Corporation (the “Company”), the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers 7,600,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), representing approximately 75.99% of the issued and outstanding shares of the Company, for an aggregate purchase price of $175,000 (the “Purchase Price”). On December 21, 2016, the closing of the transaction occurred (“Closing Date”).
The foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the provisions of the Stock Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant
On the Closing Date, pursuant to the terms of the Stock Purchase Agreement, Purchasers purchased a total of 7,600,000 shares of the issued and outstanding common stock of the Company, representing 75.99% of the total issued and outstanding stock of the Company, from the Majority Shareholders. In exchange for the controlling shares of the Company, Purchasers agreed to pay the Purchase Price, as referenced in Item 1.01 above.
In connection with the change in control, the Company plans to bring the jade market to the masses in the United States. The Company plans to change its name in the future to Jade Global Holdings, Inc. (“Jade Global Holdings”). Until Jade Global Holdings’ entry into the global jade trade, the Company believes that there has been no centralized market for trading of jade and jade products. The Company understand that the traditional distribution channels have involved either using sometimes shady purchasing agents from foreign lands, or purchasing finished jade jewelry products from often disreputable wholesalers. The Company’s intention is to eventually grow Jade Global Holdings into a vertically integrated global company that will comprise of international mining operations, jewelry design and manufacturing, retail operations, wholesale trade, global depository and online trading platform. Jade Global Holdings plans to initially enter the market by building a retail store and global trading platform, eventually expanding to other areas through organic growth and acquisition. At the onset, the Company plans to import jade and jade products from China, both as jewelry and as collectible artwork.
While the Company believes that traditional bricks and mortar business model is on the wane, management believes that in order to educate and tempt the American buyer, the Company must maintain a traditional storefront presence. Jewelry and collectibles can be found online or in stores, but the Company believes that they are mostly commodity items due to their ubiquitous nature. The Company will follow a 4 pronged strategy to increase awareness and increase sales of this precious stone.
| 1. | The Company plans to open retail outlets in strategic locations throughout the United States. The stores will not necessarily be located in areas with large Asian populations, but instead in affluent communities and eventually in the growing shopping meccas being built in international airports. | |
| 2. | The Company plans to open or acquire retail outlets in China which will allow it to have a foothold, as well as to monitor trends in the biggest market for jade in the world. | |
| 3. | The Company plans to establish a global online trading platform that will allow for its customers to not only purchase jade products, but also to sell it back in repurchase transactions, much like the spot market for gold and diamonds. | |
| 4. | The Company plans to advertise through traditional print, television and radio media, as well as leveraging strategic influencers in social media such as Facebook, Snapchat, Google+ and Twitter. |
The Company plans to open a retail outlet in the United States as well as build a retail store in mainland China. The Company intends to create a shopping experience that will be unlike the traditional retail jewelry store. Instead, Jade Global Holdings’ stores plan to include a retail showroom, a private viewing room where patrons may examine higher value items and a museum-like setting where a rotating collection of museum quality pieces can be viewed and purchased. The Company plans to decorate in a tasteful blend of Western and Eastern aesthetics to appeal to all customers, while reminding customers of the Asian spirituality of jade.
In addition to its retail store/showroom, Jade Global Holdings outlets expect to also have “back room” VIP where suitably qualified customers can, by appointment only, view specific “investment grade” jade jewelry pieces for purchase. The Company also intends to feature large TV monitors displaying its Global Online Trading Platform, so that patrons may see current pricing and sales data. The Company intends to create store lounges offering full VIP service and personal assistants to cater to high net worth clients and will have armed guard security on duty at all times. Finally, each showroom is planned to have an “educational area” with “gem quality” jade on display and Audio/Visual presentations of the history of jade and its importance in Chinese culture. The Company expects to set itself apart from other jade retailers in that the Company not only plans to sell jade and jade products, but also plans to buy jade and jade products as well, much like the spot market for other precious metals and stones, such as gold, platinum or diamonds.
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The Company also intends to establish a “membership only” Global Trading Platform Online. The Jade Global Holdings Global Trading Platform is expected to be a website on which global jade traders, brokers or collectors and general public can buy and sell jade and jade products. The Company plans to offer multiple membership tiers for each of its client bases, each with different levels of access to products. The Company envisions offering 3 tiers of membership:
1. Retail Tier – The entry level Retail Tier created as a web store for retail purchases. The Retail Tier is not expected to require any membership fee, and is intended to be accessible to the general public. It is expected to be similar to Bluenile.com, which is regarded as the current market leader in online diamond transactions.
2. Collectors Tier – This tier is expected to include higher value collector and museum quality pieces for sale. In order to access these collections, the Company plans to require members to purchase a monthly membership. The membership is expected to carry a monthly recurring fee of $50. The Collectors Tier is also expected to offer the opportunity for members to sell their jade pieces to Jade Global Holdings at prevailing market prices. Additionally, The Collectors Tier should allow collectors to trade pieces among themselves. On these third party transactions, Jade Global Holdings plans charge a small transaction fee to cover processing costs.
3. Wholesale Tier – The Wholesale Tier is planned to be made available to those engaged in the jewelry trade, such as buyers, artists, designers and other purchasers of jade in bulk. The products sold at the Wholesale Tier are expected to be comprised of jewelry designed for retail sale in jewelry stores other than the Company’s own, bulk sales of raw jade and other large scale purchases. This tier is also expected to allow for sell back, though that is planned to be limited mostly to raw jade, rather than finished jewelry. The Company anticipates pricing the Wholesale Tier of membership at $500/mo.
The Company does not anticipate charging any membership fees for the first full year of operations, during which time the Company intends to build its client base and refine both its platform and products. The Company plans to offer customers the use of its showrooms and lounges, as well as its expert staff, for their own private transactions, for an additional fee. Additionally, the Company plans to offer storage of its customer’s jade at secure storage facilities that the Company intends to build or lease around the world. The Company’s Collectors Tier and Wholesale Tier are slated to include the Company’s Buyback Guarantee whereby Jade Global Holdings guarantees that it will repurchase any piece of jewelry, raw jade or collectible purchased through its platform at current market prices. The Company expect that this Buyback Guarantee combined with its Global Trading Platform will entice customers to purchase its products not only to be worn or displayed, but also for investment purposes in the hopes that the value increases, and customers will have a medium on which to trade their pieces.
The Jade Global Holdings brand will endeavor to offer trendy, hip products for all ages. The Company plans to supply medium quality and high quality “designer” Jewelry to appeal to every taste. In addition to jewelry, the Company will also sell high quality and museum quality collectibles. Finally, the Company plans to sell bulk jade on a wholesale basis to jewelry designers, artisans, investors and collectors.
Jade Global Holdings plans to purchase jade from trusted supply chains located in the biggest jade producing regions of the world, including China, Korea and Canada. The Company also plans to purchase jade from customers as part of its Buyback Guarantee program, ensuring a constant stream of investment grade jade products in addition to the investment, high end and commercial grade jade and jade products purchased from resale through its wholesale channels.
Jade Global Holdings plans to utilize famous jewelry designers from around the world to create unique pieces of jewelry for all price points, as well as for mass production and resale through its wholesale business-to-business channels. Additionally, the Company intends to commission artisans to create valuable collectibles for sale on its Global Trading Platform and in its stores. Finally, the Company may employ jade jewelry designers in its stores who can create beautiful, one-of- a-kind custom Jewelry for its customers while they wait, giving them an added appreciation of the beautiful jade pieces being created.
The Company also changed its principal offices and mailing address to 1825 Ponce De Leon Blvd., Suite 411, Coral Gables, Florida 33134-4418. The Company’s new telephone number is 786-323-7900.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Resignation of Directors/Officers
Effective immediately upon the Closing of the transaction contemplated in the Stock Purchase Agreement, Michael J. Johnson tendered his resignation as sole director and from all officer positions held in the Company.
(b) Appointment of Directors and Officers
Immediately effective upon the Closing of the transaction contemplated in the Stock Purchase Agreement, the following persons were appointed as the Company’s executive officers and directors. Directors are elected to hold offices until the next annual meeting of shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until resignation, removal or death.
| Name | Age | Position | ||
| Guoqiang Qian | 59 | President, Chief Executive Officer, Chairman | ||
| Scott Silverman | 47 | Treasurer, Chief Financial Officer, Director | ||
| Min Shi | 57 | Secretary, Director |
Guoqiang Qian (age 59)
Guoqiang Qian spent the earlier part of his 40-year career working for the Shanghai Railway Yangpu Station and Shanghai Railway Bureau. Since 1995, Mr. Qian has served in several executive roles, including as the Executive President of the Hong Kong Huntec Group and General Manager of Shanghai Guoyin Science & Technology Co., Ltd. In 2010, Mr. Qian created Shanghai Bridgeway-Horizon Multimedia Technology Co., Ltd., which was engaged in the development of multimedia, animation and gaming technologies that were implemented at several large scale resorts in China. In 2012, he founded Shanghai Dingyangxuan Investment Management, that engaged in the investment and management of artwork. He then founded the Shanghai Dingyangxuan Tea Culture Museum and the Shanghai Shuojue Art Museum and Shanghai Cuicange Treasury Museum in 2014 and 2016 respectively. He currently sits on the Board of Directors of the Shanghai Cuican Culture Diffusion Co., Ltd and is the Deputy Chairman of Chinese Civil Collections Preservation Commission. Mr. Qian attended university in China and earned his Master’s degree in political economics.
Scott Silverman (age 47)
Mr. Silverman is an accomplished and integrity-driven financial executive who has over 25 years of business success on national and international levels, with strong concentration and successes in SME operational and financial management. He has a highly diverse knowledge of financial, legal and operations management; public company management, accounting and Securities and Exchange Commission regulations. Mr. Silverman specializes in establishing and streamlining back-office policies and procedures and implementing sound financial management and internal controls necessary for enterprise growth and scalability. While serving as the VP of Finance of Itopia, Mr. Silverman was involved in the raise of over $5 million, reduced expenses by more than 40% and participated in a 100% increase in year-over-year top line revenues. Mr. Silverman is also one of the founders, and serves as President and CEO, of EverAsia Financial Group, which grew into a multi-national corporate financial management and advisory firm serving clients in the United States and Asia. Well versed in securities regulations and accounting, Mr. Silverman has orchestrated investor exits for multiple companies, including ushering five client companies through successful public offerings. While at ICV, a boutique private equity firm, Mr. Silverman managed a $35 million portfolio of companies, simultaneously serving as the CFO for both the parent company and for several portfolio companies, one of which was listed on the Entrepreneur Magazine “Hot 100” list, and was ultimate successfully spun off, delivering added value to its shareholders. In addition to being an Intuit QuickBooks ProAdvisor, Mr. Silverman is well versed in Microsoft licensing and Office365 administration and has a working knowledge of IT systems.
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Mr. Silverman received a Bachelor’s degree in Finance from the George Washington University and a Master’s Degree in Accounting from Nova Southeastern University.
Min Shi (age 57)
Min Shi has been an international business consultant and has worked in the investment and finance industry, both in the United States and in China, for more than 25 years. Since 2001, Ms. Shi has assisted American companies which were conducting, or wished to conduct, business in China. She has worked successively in the roles of associate, senior counselor, Finance and Investment Department Manager, Asset Management, Mutual Fund Department Manager, and Vice President at the Nan Yang Investment Company of China, Jia Shi Investment Group of Hong Kong, China Hao Ran Investment Company, China Long Sheng Heng Ye Investment Company and China Wall Street Investment Company, respectively. Ms. Shi has worked with many small and medium sized companies on overseas market development, assisting them in securing financing in the United States, Hong Kong and Chinese capital markets. Additionally, she has consulted for several US based companies by making introductions to, and improving relations with, the Chinese government. Ms. Shi has worked with several banks and Chinese provincial governments on various projects, including financing government real estate development projects and mergers or acquisitions between government owned and private enterprises in China. Ms. Shit has a Bachelor’s degree from the Chinese Medical University of Beijing.
Family Relationships
There are no family relationships between Guoqiang Qian, Scott Silverman, Min Shi and any previous officers or directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.
Employment Agreement
As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit
Number |
Description | |
| 10.1 | Stock Purchase Agreement, dated December 15, 2016 |
| 5 |
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.
| MEDIA ANALYTICS CORPORATION | ||
| Date: December 28, 2016 | By: | /s/ Quoqiang Qian |
| Guoquiang Qian | ||
|
President,
Chief Executive Officer
and Director (Principal Executive Officer) |
||
| By: | /s/ Scott J. Silverman | |
|
Scott
J. Silverman
Treasurer, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
||
6
Exhibit 10.1
Stock Purchase Agreement
Dated as of
December 15, 2016
By and Among
Ever Asia Financial Group, Inc, Guoqiang Qian, Min Shi, Yanping Qian,
Linbao Zhang, Guofang Zhu, Qinsheng Lu, Yingcai Xing, Baocheng Liu,
Changsen Guo, and Yi Sun
and
Micahel J. Johnson
and
Media Analytics Corporation
Table of Contents
| Section 1. Construction and Interpretation | 3 | |
| 1.1. | Principles of Construction. | 3 |
| Section 2. The Transaction | 4 | |
| 2.1. | Purchase Price. | 4 |
| 2.2. | Transfer of Shares and Terms of Payment. | 4 |
| 2.3. | Closing. | 4 |
| Section 3. Representations and Warranties | 4 | |
| 3.1. | Representations and Warranties of the Seller and the Company. | 4 |
| 3.2. | Covenants of the Seller and the Company. | 7 |
| Section 4. Miscellaneous | 10 | |
| 4.1. | Expenses. | 10 |
| 4.2. | Governing Law. | 10 |
| 4.4. | Disclosure. | 11 |
| 4.5. | Notices. | 11 |
| 4.6. | Parties in Interest. | 12 |
| 4.7. | Entire Agreement. | 12 |
| 4.8. | Amendments. | 12 |
| 4.9. | Severability. | 12 |
| 4.10. | Counterparts. | 12 |
| EXHIBIT A | 14 | |
| EXHIBIT B | 15 | |
Stock Purchase Agreement
This stock purchase agreement (“ Agreement ”), dated as of _________________________, is entered into by and among Media Analytics Corporation. (the “ Company ”) and Michael J. Johnson (the “ Seller ”), and the Purchaser(s) identified in Exhibit A attached hereto or their assigns (the “ Purchaser(s) ”), and together with the Company and the Seller, the “ Parties ”).
W i t n e s s e t h :
Whereas , the Seller is a shareholder of Media Analytics Corporation., a corporation organized and existing under the laws of the State of Florida, who owns and/or controls in the aggregate 7,600,000 shares of the Company (“ Shares ”), which represents approximately 75.99% of the issued and outstanding common shares of the Company; and
Whereas , the Purchaser(s) desire to acquire all of the Shares.
Now, Therefore , in consideration of the premises and of the covenants, representations, warranties and agreements herein contained, the Parties have reached the following agreement with respect to the sale by the Seller of such common stock of the Company to the Purchaser(s):
Section 1. Construction and Interpretation
| 1.1. | Principles of Construction. |
| 1.1.1. | All references to Articles, Sections, subsections and Exhibits are to Articles, Sections, subsections and Exhibits in or to this Agreement unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitations.” |
| 1.1.2. | In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” |
| 1.1.3. | The Table of Contents hereto and the Section headings herein are for convenience only and shall not affect the construction hereof. |
| 1.1.4. | This Agreement is the result of negotiations among and has been reviewed by each Party’s counsel. Accordingly, this Agreement shall not be construed against any Party merely because of such Party’s involvement in its preparation. |
| 1.1.5. | Wherever in this Agreement the intent so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other, and reference to either the singular or the plural shall be deemed to include the other. |
| Page 3 of 15 |
Section 2. The Transaction
| 2.1. | Purchase Price. |
The Seller hereby agree to sell to the Purchaser(s), and the Purchaser(s), in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agrees to purchase from the Seller 7,600,000 common shares of the capital stock of the Company (the “ Acquired Shares ”) for a total purchase price of One Hundred Seventy Five Thousand Dollars ($175,000) (the “ Purchase Price ”), payable in full to the Seller according to the terms of this Agreement, in United States currency as directed by the Seller at Closing.
| 2.2. | Transfer of Shares and Terms of Payment. |
In consideration for the transfer of the Acquired Shares by the Seller to the Purchaser(s), the Purchaser(s) shall pay the Purchase Price in accordance with the terms of this Agreement. Transfer of the shares and payment thereof shall be in the following manner:
| 2.2.1. | Upon execution of this Agreement, the Purchaser(s) shall transfer One Hundred Seventy-Five Thousand Dollars ($175,000) to the Attorney Trust Account of Lucosky Brookman, LP (the “ Escrow Agent ”). |
| 2.2.2. | Simultaneously with the transfer of the Payment, the Seller shall deliver to the Escrow Agent, the certificates for the Acquired Shares duly endorsed for transfer or with executed stock powers medallion guaranteed attached or, in the case of a foreign shareholder, executed and notarized stock powers. |
| 2.2.3. | The Purchase Price and the Acquired Shares shall be held by the Escrow Agent and distributed in accordance with and pursuant to the provisions of the Escrow Agreement entered into by and among the Purchaser(s), the Seller and the Escrow Agent (the “ Escrow Agreement ”), attached hereto as Exhibit B . |
| 2.3. | Closing. |
Subject to the terms and conditions of this Agreement, the Closing shall take place by wire transfer and overnight mail on or before December 15, 2016 (the “ Closing Date ”).
Section 3. Representations and Warranties
| 3.1. | Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchaser(s): |
| 3.1.1. | The Company is a corporation duly organized and validly existing under the laws of the State of Florida and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. |
| 3.1.2. | The Company is in good standing with the Secretary of State of Florida. |
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| 3.1.3. | At Closing, all of the Company’s outstanding debts and obligations shall be paid off in full (at no expense or liability to the Purchaser(s)) and the Seller shall provide Settlement and Release Agreements from each creditor as evidence of such payoff to the Purchaser(s)’s reasonable satisfaction. Should the Purchaser(s) discover any obligation of the Company that was not paid prior to the Closing Date, the Seller undertakes to indemnify the Purchaser(s) for any and all such liabilities, whether outstanding or contingent at the time of Closing. |
| 3.1.4. | The Company will have no assets or liabilities at the Closing Date. |
| 3.1.5. | The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. |
| 3.1.6. | The Company will not be, at Closing, a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing Date. |
| 3.1.7. | The Company does not own any real estate or any interests in real estate. |
| 3.1.8. | The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has, prior to the Closing Date, filed all real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. The Company shall be responsible for any such returns that are, or may in the future be, subject to examination by any such taxing authority. As of the Closing Date, the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. The Company shall be solely responsible, and indemnify and hold harmless the Purchaser(s), for any taxes owed to, penalties assessed by, and/or tax filings required by any federal, state, local or other governmental agency, arising from any acts or omissions by the Company occurring prior to the Closing Date which may arise subsequent thereto. |
| 3.1.9. | The Company is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. |
| 3.1.10. | The Seller either is, or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser(s) in accordance with the terms of this Agreement. The delivery to the Purchaser(s) of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser(s) good and marketable title thereto, free and clear of all liens, encumbrances, restrictions, other than those restrictions imposed by the Securities and Exchange Commission, and claims of any kind. |
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| 3.1.11. | There are no authorized shares of the Company other than 16,666,667 common shares and 10,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than 10,000,629 common shares. Seller, at the Closing Date, will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser(s); and on delivery to the Purchaser(s) of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. |
| 3.1.12. | All issuances by the Company of the shares of their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable. |
| 3.1.13. | There will be at closing no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. |
| 3.1.14. | There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. |
| 3.1.15. | The Company has no subsidiaries. |
| 3.1.16. | The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. |
| 3.1.17. | The Company has no insurance or employee benefit plans whatsoever. |
| 3.1.18. | The Company is not in default under any contract, or any other document. |
| 3.1.19. | The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement. |
| 3.1.20. | The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. |
| Page 6 of 15 |
| 3.1.21. | All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchaser(s), including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. |
| 3.1.22. | The common stock of the Company is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and there are no proceedings pending to revoke or terminate such registration. Since the date of the common stock’s registration under the Exchange Act, the Company has filed all reports with the Securities and Exchange Commission required to be filed by the Exchange Act, and all such reports were filed timely. |
The representations and warranties herein by the Seller shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date.
The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.
| 3.2. | Covenants of the Seller and the Company. |
From the date of this Agreement and until the Closing Date, the Seller and the Company covenant the following:
| 3.2.1. | The Seller will, to the best of their respective abilities, preserve intact the current status of the Company as an issuer registered under Section 12(b) of the 1934 Exchange Act. |
| 3.2.2. | The Seller will furnish Purchaser(s) with all corporate records and documents, such as Articles of Incorporation and Bylaws, minute books, stock books, or any other corporate document or record (including financial and bank documents, books and records) requested by the Purchaser(s). |
| 3.2.3. | The Company will not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the Purchaser(s). |
| 3.2.4. | The Company will not amend or change its Articles of Incorporation or Bylaws, or issue any further shares or create any other class of shares in the Company without the express written consent of the Purchaser(s). |
| 3.2.5. | The Company will not issue any stock options, warrants or other rights or interests in or to its shares without the express written consent of the Purchaser(s). |
| 3.2.6. | The Seller will not encumber or mortgage any right or interest in their shares of the common stock being sold to the Purchaser(s) hereunder, and also they will not transfer any rights to such shares of the common stock to any third party whatsoever. |
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| 3.2.7. | The Company will not declare any dividend in cash or stock, or any other benefit. |
| 3.2.8. | The Company will not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement |
| 3.2.9. | At Closing, or as soon as practicable, the Company and the Seller will obtain and submit to the Purchaser(s) resignations of current officers and directors. |
| 3.2.10. | The Seller agrees to indemnify the Purchaser(s) against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser(s) by reason of the breach of any covenant or inaccuracy of any warranty or representation contained in this Agreement. |
| 3.3. | Representations and Warranties of the Purchaser(s). The Purchaser(s) hereby makes the following representations and warranties to the Seller: |
| 3.3.1. | The Purchaser(s) has the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder. The execution, delivery and performance of this Agreement by such Purchaser(s) and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of such Purchaser(s) is required. This Agreement has been duly authorized, executed and delivered by such Purchaser(s) and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser(s) enforceable against such Purchaser(s) in accordance with the terms thereof. |
| 3.3.2. | The Purchaser(s) is, and will be at the time of the execution of this Agreement, an “ accredited investor ”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser(s) to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchaser(s) has the authority and is duly and legally qualified to purchase and own shares of the Company. The Purchaser(s) is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser(s) is accurate. |
| 3.3.3. | On the Closing Date, such Purchaser(s) will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. |
| Page 8 of 15 |
| 3.3.4. | The Purchaser(s) understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser(s) contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchaser(s) may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser(s) may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares. |
| 3.3.5. | The Acquired Shares shall bear the following or similar legend: |
“ THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
Or, in the case of a non-US buyer, the Acquired Shares shall bear the following or similar legend:
“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO SECTION 5 UNDER SAID ACT PROVIDED BY REGULATION S.”
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| 3.3.6. | The offer to sell the Acquired Shares was directly communicated to such Purchaser(s) by the Company. At no time was such Purchaser(s) presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. |
| 3.3.7. | Such Purchaser(s) represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser(s) otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date. |
| 3.3.8. | The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter. |
Section 4. Miscellaneous
| 4.1. | Expenses. |
Each of the Parties shall bear his own expenses in connection with the transactions contemplated by this Agreement.
| 4.2. | Governing Law. |
The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Florida applicable to agreements executed and to be wholly performed solely within such state.
| 4.3. | Resignation of Old and Appointment of New Board of Directors and Officers. |
The Company and the Seller shall take such corporate action(s) required by the Company to amend the Articles of Incorporation and/or Bylaws to (a) appoint the below named persons to their respective positions, to be effective immediately subsequent the filing of all delinquent filings pursuant to the requirements of the Act, and (b) obtain and submit to the Purchaser(s), together with all required corporate action(s) the resignation of the current board of directors, and any and all corporate officers and check signers as of the Closing Date.
| Name | Position | |
| Guoqiang Qian | Director, President, CEO | |
| Scott Silverman | Director, Treasurer, CFO | |
| Min Shi | Director, Secretary |
| Page 10 of 15 |
| 4.4. | Disclosure. |
The Seller and the Company agree that they will not make any public comments, statements, or communications with respect to, or otherwise disclose the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior written consent of the Purchaser(s), which consent shall not be unreasonably withheld.
| 4.5. | Notices. |
Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by facsimile or by overnight registered mail, postage prepaid, addressed as follows:
If to Seller, to:
Michael J. Johnson
20701 N Scottsdale Road
Scottsdale, AZ 85255
If to the Company:
Media Analytics
ATTN: Michael J. Johnson
20701 N Scottsdale Road
Scottsdale, AZ 85255
With a copy to (which shall not constitute notice):
William Macdonald
W.L. Macdonald Law Corporation
409 - 221 W. Esplanade
North Vancouver BC V7M 3J3
If to the Purchaser(s), to:
EverAsia Financial Group, Inc.
1825 Ponce De Leon Blvd
Suite 411
Coral Gables, FL 33134
With a copy to (which shall not constitute notice):
Lucosky Brookman LLP
101 Wood Avenue South, 5 th Flr.
Woodbridge, NJ 08830
Attn: Joseph Lucosky, Esquire
| Page 11 of 15 |
Or such other address or number as shall be furnished in writing by any such Party, and such notice or communication shall, if properly addressed, be deemed to have been given as of the date so delivered or sent by facsimile.
| 4.6. | Parties in Interest. |
This Agreement may not be transferred, assigned or pledged by any Party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
| 4.7. | Entire Agreement. |
This Agreement and the other documents referred to herein contain the entire understanding of the Parties hereto with respect to the subject matter contained herein. This Agreement shall supersede all prior agreements and understandings between the Parties with respect to the transactions contemplated herein.
| 4.8. | Amendments. |
This Agreement may not be amended or modified orally, but only by an agreement in writing signed by the Parties.
| 4.9. | Severability. |
In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby.
| 4.10. | Counterparts. |
This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier, PDF or facsimile transmission, any one of which shall constitute an original of this Agreement. When counterparts of copies have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals. The Parties agree that all such signatures may be transferred to a single document upon the request of any Party.
[-signature page follows-]
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In Witness Whereof , each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year first above written.
| Company: | ||
| Media Analytics Corporation | ||
| By: | /s/ Michael J. Johnson | |
| Name: | Michael J. Johnson | |
| Title | President | |
| Seller: | ||
| Media Analytics Corporation | ||
| By: | /s/ Michael J. Johnson | |
| Name: | Michael J. Johnson | |
| Purchaser(s): | ||
| EverAsia Financial Group, Inc. | ||
| By: | /s/ Scott J. Silverman | |
| Scott J. Silverman, President | ||
| /s/ Guoqiang Qian | ||
| Guoqiang Qian | ||
| /s/ Min Shi | ||
| Min Shi | ||
| /s/ Yanping Qian | ||
| Yanping Qian | ||
| /s/ Linbao Zhang | ||
| Linbao Zhang | ||
| /s/ Guofang Zhu | ||
| Guofang Zhu | ||
| /s/ Qinsheng Lu | ||
| Qinsheng Lu | ||
| /s/ Yingcai Xing | ||
| Yingcai Xing | ||
| /s/ Baocheng Liu | ||
| Baocheng Liu | ||
| /s/ Changsen Guo | ||
| Changsen Guo | ||
| /s/ Yi Sun | ||
| Yi Sun | ||
| Page 13 OF 15 |
EXHIBIT A
List of Purchasers
| Guoqiang Qian | 3,420,000 | |||
| Min Shi | 1,178,000 | |||
| Yanping Qian | 760,000 | |||
| Linbao Zhang | 380,000 | |||
| Guofang Zhu | 380,000 | |||
| Qinsheng Lu | 380,000 | |||
| Yingcai Xing | 304,000 | |||
| Baocheng Liu | 228,000 | |||
| EverAsia Financial Group, Inc. | 190,000 | |||
| Changsen Guo | 190,000 | |||
| Yi Sun | 190,000 | |||
| Total | 7,600,000 |
| Page 14 of 15 |
EXHIBIT B
Escrow Agreement
(See Attached)
Page 15 of 15