NEWS!!!
IPOWorld Completes Definitive Asset Purchase Agreement
Sep 20, 2017
OTC Disclosure & News Service
Laguna Beach, CA -
This release includes additional documents. Select the link(s) below to view.
ipowapa.pdf
Copyright © 2017 OTC Markets. All Rights Reserved
Asset Purchase and Sale Agreement
August 24, 2017
IPOWorld
537 S. Coast Hwy
Laguna Beach 92651
Att. H Mittler CEO
Re: / My Big Coin Pay INC.
Dear Mr. Mittler
This Plan of Purchase and Sale (“Plan”) will reflect the mutual intent of certain Sellers of My Big Coin
PAY Inc. (MBCP) of proprietary electronic banking assets, software platform, domain names, innovative
tools and related assets collectively referred to herein as (“Sellers”), and IPOWorld. (the “Company”),
referenced on the OTC Markets trading platform under the ticker symbol “IPOW”, regarding the asset
purchases (the “Plan”) by the Company. As a result of the Plan, certain Sellers will acquire control of the
Company.
The Company has 185,000,000 shares of Common Stock authorized, (the “Company Common Stock”),
and 27,500,000 shares of Company Common Stock issued and outstanding and 15,000,000 shares of
Preferred Stock authorized with 100 votes per share, (the “Company Preferred Stock”) and zero (0)
shares of the Company’s Preferred Stock issued and outstanding. Options, warrants or other securities
convertible into or exercisable to purchase shares of common stock of the Company are referred to as
the “Convertible Securities.” The Company does not have any issued and outstanding Convertible
Securities.
The Company intends to split its common shares on a one hundred (100) for one (1) basis such that the
number of Company Shares issued and outstanding as of the date of the Plan are 275,000 shares,
computed on a fully diluted basis. For purpose of this Plan, the term “fully diluted basis” means that all
Convertible Securities are assumed to be converted or exercised in accordance with their terms as of the
Closing Date and added to the actually number or issued and outstanding Company Shares as of the
Closing Date. Any stock options that have not vested as of the Closing Date will not be considered to be
outstanding Convertible Securities for purposes of this calculation.
MBCP Sellers own assets in the electronic banking sector including but not limited to: domain names,
logos, business models, software, internet, merchant processing agreements, social media followers and
business plan. Sellers may sell certain assets in exchange for 30,000,000 new shares of Common Stock
(Post 100 For 1 Reverse Split).
1. Plan of Reorganization
As part of the transaction, Sellers of MBCP shall sell certain assets to the Company pursuant to a
Plan of Purchase and Sale (the “Plan of Purchase and Sale” or the “Plan”) with Selling shareholders
acquiring control of the Company upon the terms and conditions provided herein and any additional terms
that will be set forth in a Plan to be concluded among the parties (the “Plan”).
MBCP is an emerging peer-to-peer commercial digital currency payment and money transfer platform.
As a result of the transaction, the Company will acquire certain assets from Sellers including but not
limited to: certain domain names; MYBIGCOINPAY.com, MBCPAYS.com, a virtual wallet website, logos if
any, social media followers, business plan, software, power point presentation, Pro Forma Statements,
Private Placement Memorandum (draft), trade names, service marks, licenses, trademarks, patents, and
Intellectual Property (IP) and Payment Processing Agreements if any.
Due to the asset acquisitions, the Company intends to position itself as an internet based organization
whose primary function may be the development of assets focused on the design and deployment of
proprietary electronic banking technology and innovative tools for monetary online processing and
payment systems worldwide. Banks and Credit card issuers may be integrated into its online payment
structure.
In order to increase and augment its consumer base, the company seeks to collaborate with e-payment
industry leaders to develop accessible, mobile, value added crypto currency payment based solutions.
1.1 Closing Date. The date of closing of the transaction, as defined in the Plan (the
“Closing Date”), shall be as soon as practicable after (i) completion of the due diligence investigation
contemplated under Paragraph 5, “Due Diligence Inspection of Premises and Operations and
Confidentiality”, (ii) execution of the Plan; (iii) satisfaction of all conditions to closing set forth in Paragraph
2, “Conditions to Closing,” and in the Plan; and (iv) receipt of the required approvals under Nevada
corporate law and any other required regulatory approvals if any.
1.2 Name. Pursuant to the Plan, the name of the Company will not change.
1.3 Assets for Shares. On the Closing Date, Sellers may sell assets for a total of
30,000,000 unregistered restricted new Company Shares. Sellers will surrender certain assets upon
receipt of notice from the Company that the Plan has been consummated and receive certificates
representing the new Company Shares. The legacy par value of the Company’s common shares is
$0.001 and the legacy par value of the Company’s preferred shares is $0.001.
On the closing date Sellers will receive 30,000,000 unregistered restricted new Company shares to be
based on allocations provided to and approved by the Company.
1.4 Outstanding Options and Warrants. There are, and there shall be as of the Closing
Date, no outstanding Convertible Securities of the Company. The Company will not, without consent of
Sellers, issue any additional Company Common Stock or any Convertible Securities prior to the Closing
Date other than 10,000,000 unregistered restricted common shares and 15,000,000 Preferred shares to
Mr. H Mittler Chairman and CEO to be issued and effective immediately.
2. Conditions to Closing
The Plan will contain both special conditions to the consummation of the Plan and conditions that
are usual and customary in connection with transactions, including, but not limited to, those set forth
below. Failure of any of the following conditions, which shall be set forth in the Plan, shall give Sellers or
the Company, as the case may be, the right to terminate or abandon the transaction at its option with 30
days notice.
2.1 that if an action or proceeding before any court or other governmental body shall be
instituted or threatened to restrain, prohibit or invalidate the transaction, or which might affect the right of
Sellers to own the Company Common Stock or to Operate or control the Company after the Closing Date;
2.2 that if Sellers or the Company, after inspection of the other party’s premises, operations,
financial and other affairs, as provided in Paragraph 5, “Due Diligence Inspection of the Premises and
Operations and Confidentiality,” disapprove of the condition or affairs of the other party or its operations, it
shall have the right to terminate or abandon the transaction at its option;
2.3 that Sellers, on the Closing Date, shall receive the Company’s Common Stock and/or the
Company’s Preferred Stock and under the Plan free and clear of any liens, encumbrances or other
obligations, except those imposed by the Securities Act of 1933 as amended;
2.4 all trademarks, trade names, service marks, licenses or other rights (if any) that the
Company uses in connection with its business shall be free and clear of any encumbrances,
controversies, infringement or other claims or obligations on the Closing Date;
2.5 the Company shall have no contingent or other liabilities connected with its business
except, those stated in its most recent financial statement as of June 30, 2016 and $90,000 owed to Mr.
H. Mittler, Chairman and CEO.
2.6 all lines of credit, debits, financing arrangements, leases and other contracts of the
Company if any and Sellers if any shall be acceptable to the other party and shall continue under their
present terms and conditions after the Closing Date, and all approvals relating to the transfer of control of
the Company and to effect the transaction contemplated hereby required by the foregoing instruments
and arrangements shall have been obtained as of the Closing Date;
2.7 Sellers shall have obtained approval relating to the proposed transaction if any, including
also in the case of the Company if any:
2.7.1 the Company’s name will not change.
2.8 the respective financial statements of the Company and Plan of sale of assets of Sellers
shall be acceptable to other party;
2.9 no additional liabilities or obligations, salaries or other direct or indirect compensation,
other than those incurred in the ordinary and necessary course of business shall have been incurred by
the Company except $90,000 owed to Mr. H Mittler for services rendered for the previous 14 month
period or Sellers and no extraordinary capital expenditures shall be undertaken without the consent of the
other party;
2.10 there shall be no outstanding claims by any employees of the Company or their
respective officers except an outstanding payment of $90,000 to Mr. H. Mittler, Chairman and CEO;
payment may be made in full or in part as soon as possible as the case may be but the entire cash
amount paid before Dec. 31, 2017.
2.11 the Company has conducted its affairs in accordance with all applicable laws and
regulations;
2.12 the Company shall be current with regards to its periodic reporting obligations under to
regulators;
2.14 the Company and Sellers shall deliver customary closing certificates and other
documentation as shall be reasonably requested by either party;
2.15 the Company will file the necessary information relating to the proposed transaction to
regulators when required.
2.16 the Company and Sellers shall conduct their respective businesses only in the usual
customary manner and shall not enter into any new contracts or assume any new obligations outside of
the ordinary course of their respective businesses without the consent of the other party.
3. Approval by Board of Directors of the Company
The Plan to be executed and delivered by the parties must be approved by the Board of Directors
of the Company. When appropriate and as soon as practicable, the Company will initiate the preparation
of an S-1 Statement in order to register up to 4,500,000 of its common shares or as otherwise agreed to
be filed with regulators. Upon receipt of the effective date of the S-1 registration by the Company and
approved allocations of shares the holder of the 15,000,000 Preferred shares shall surrender all to the
treasury of the Company
4. Board of Directors and Officers – Post Merger. On the Closing Date, The
Company’s Officers and Board of Directors shall change in favor of Sellers nominees.
5. Due Diligence Inspection of Premises and Operations and Confidentiality. The
Company and Sellers and their representatives shall have the right, upon execution hereof, to inspect all
operations of the other party (if any), its premises if any and its financial and other records (if any) and to
discuss the affairs of such party with its managers, employees, suppliers, advertisers, retailers, banking
and other financial institutions, lessors and such other parties (if any) as the party conducting the due
diligence deems appropriate, upon reasonable notice of the proposed times and dates thereof. Each
party shall complete its preliminary due diligence on or before the signing of the Plan and shall complete
its comprehensive due diligence on or before the Closing Date. The Company and Sellers will cooperate
with all reasonable requests by the other party for information and each shall use its best efforts to secure
the cooperation of the foregoing third parties who may be reasonably requested to furnish information to
the requesting party. If the closing shall not occur, neither party shall divulge any information or
confidential data received by it, except to the extent required to so disclose the same by law and except
for information already publicly available.
6. Negotiations with Third Parties. In consideration of the undertaking by Sellers and the
Company of the substantial legal, accounting and other expenses incident to their proceeding toward the
consummation of the Plan, the parties undertake and agree that, through the Closing Date, they will not
enter into or pursue any arrangements or negotiations with any other party relative to the merger into or
with any third party or any sale of their assets or control relative to any extraordinary transaction, without
the consent of the other party.
7. Public Announcement. The parties will make no public announcement or disclosure
regarding the proposed Plan until the execution and completion of the Plan or as required by regulators.
The parties shall agree upon mutually acceptable language of the press release prior to its issuance. It is
expected that notable news will be available for publication on a timely basis.
8. Expenses. Sellers agree to pay all legal, securities, accounting, auditing, bookkeeping
and other costs associated with the proposed transaction in updating its financial and filing requirements
with regulators to a current status as of June 30, 2017. In addition, the sellers agree to pay for the S-1
Registration Statement preparation and filing for a cost of approximately $35,000 of which a retainer of
10,000 is due and payable after the Company achieves its fully reporting status with regulators.
9. Definitive Agreement. The objective of the discussions of the parties has been the
eventual execution and consummation of the Plan reflecting the foregoing provisions and including such
other terms and conditions as may be agreed upon in the course of good faith negotiations between the
parties and as are customary in transactions of this type. In this regard, the Plan contains full and
complete warranties and representations with respect to the Company’s unaudited financial statements,
litigation, tax and other liabilities, titles to properties, long-term contracts, contracts and transactions with
management, trademarks, franchises, licenses, undisclosed liabilities and such other items as may bear
upon the value of the Company’s business and its financial condition. In addition, the Plan will restrict the
Company in incurring additional indebtedness, issuing additional shares of stock of any class, declaring
dividends, paying bonuses to employees and entering into transactions other than in the lawful and
ordinary course of business prior to the Closing Date.
10. Non-Binding Effect. The parties intend to proceed with the transactions
contemplated herein and to execute the Plan. Each party shall promptly notify the other of its progress on
the matters specified herein.
Sincerely yours,
MY Big COIN PAY INC.
/s/ John Roche
By: John Roche CEO
APPROVED AND AGREED to
This 23 rd day of August 2017.
IPOWorld
/s/ Harrysen Mittler
By: Harrysen Mittler CEO
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