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Is the market open tomorrow?
XCLK XCLK wooohhhooo lets rock http://www.nytimes.com/politics/first-draft/2015/07/01/hillary-clinton-raises-45-million-for-primary-campaign/
XCLK is part of this http://investorshub.advfn.com/boards/read_msg.aspx?message_id=115105404
XCLK is part of this action http://investorshub.advfn.com/boards/read_msg.aspx?message_id=115105404
XCLK XCLK watch for an update tomorrow
XCLK XCLK
XCLK is moving now from .0002 to .0004
XCLK is moving now from .0002 to .0004 now 10k coming
XCLK 10k should be out today
XCLK 10k per FB out today
10k for XCLK should be out today per FB
LOAD UP IMO 10k for XCLK should be out today per company FB
XCLK 10k should be out today...LOAD UP
XCLK let's go booom booommm booommmm
XCLK XCLK it's coming https://www.facebook.com/crossclickmediainc/posts/719547878157419
Read this it's coming https://www.facebook.com/crossclickmediainc/posts/719547878157419 XCLK
MNVN expecting a Merger to close in two weeks
Current Report Filing (8-k)
Print
Alert
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): June 11, 2015
MONDIAL VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
000-51033
(Commission File Number)
27-4481914
(IRS Employer Identification No.)
6564 Smoke Tree Lane Scottsdale, Arizona
(principal executive offices)
85253
(Zip Code)
(480) 948-6581
(Registrant’s telephone number, including area code)
(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:
o
Written communications pursuant to Rule 425 under the Securities Act
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry into a Material Definitive Agreement
Effective June 11, 2015 the Registrant and certain preferred shareholders of the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EZTicket Live, Inc., a Nevada corporation (“EZTicket”) and certain majority shareholders of EZTicket. EZTicket is an online ticketing system that offers a simple solution to even ticketing, using innovative point-of-sale software that allows small to mid-size event companies (such as comedy clubs, rodeos, high school theaters, amphitheaters, amusement parks, state and county fairs, etc.) to sell tickets to their events online using EZTicket’s system.
The Merger Agreement sets forth the plan through which EZTicket will merge into a wholly-owned subsidiary of the Registrant and will thus become a wholly-owned subsidiary of the Registrant. The closing of the Merger Agreement is conditioned on the completion of several corporate actions, including the consolidation of outstanding debt of the Registrant, the filing of all required annual and quarterly filings, the payment of certain debts of the Registrant. As consideration for the Merger, the shareholders of EZTicket will receive an amount of shares equal to approximately 75% of the then-issued and outstanding shares of the Company.
ITEM 9.01 Financial Statements and Exhibits.
(d) EXHIBITS.
Exhibit Number
Description
10.01
AGREEMENT AND PLAN OF MERGER DATED JUNE 11, 2015
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.
Date: June 15, 2015
MONDIAL VENTURES, INC.
By:
/s/ Dennis R. Alexander
Dennis R. Alexander, Chief Executive Officer
Exhibit 10.01
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of June 11, 2015 by and among Mondial Ventures, Inc., a Nevada corporation (“Parent”); both shareholders of the Parent’s Series C Preferred Stock (“Preferred Parent Shareholders”) EZT Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); EZTicket Live Inc., a Nevada corporation (“Company”) and certain majority shareholders of Company (“Company Shareholders”). The foregoing are sometimes singly referred to as a “Party” or collectively as the “Parties.”
RECITALS:
WHEREAS, Company is engaged in the business of online ticketing for all types of events (the “Business”); and
WHEREAS, the Boards of Directors of Parent, Merger Subsidiary and Company, Company Shareholders, as Company’s majority shareholders, Parent, as Merger Subsidiary’s majority shareholders, and Preferred Parent Shareholders have approved the merger of the Merger Subsidiary with and into Company (the “Merger”) upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Parties desire to execute and deliver this Agreement and all related or necessary documentation that may be reasonably required or necessary to complete the Merger as contemplated by the Parties under the Nevada Revised Statutes (the “NRS”) or as otherwise required by applicable governing any Party (collectively, the “Transaction Documents”);
WHEREAS, for federal income tax purposes, it is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Merger and to prescribe various conditions to the Merger;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows:
ARTICLE 1
THE MERGER; CONVERSION OF SHARES
1.1 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), Merger Subsidiary will be merged with and into Company in accordance with the provisions of the NRS, whereupon the separate corporate existence of Merger Subsidiary will cease, and Company will continue as the surviving corporation (the “Surviving Corporation”). From and after the Effective Time, the Surviving Corporation will possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of Company and Merger Subsidiary, all as more fully described in the NRS.
1
1.2 Effective Time. As soon as practicable after each of the conditions set forth in Article 5 and Article 6 has been satisfied or waived, Company and Merger Subsidiary will file, or cause to be filed, with the Nevada Secretary of State, Articles of Merger for the Merger, which Articles will be in the form required by and executed in accordance with the applicable provisions of the NRS. The Merger will become effective at the time such filing is made, or if agreed otherwise by the Parties, such later time or date as may be set forth in the Articles of Merger (the “Effective Time”).
1.3 Closing. Unless this Agreement has been terminated and the transactions contemplated herein have been abandoned pursuant to Article 7 hereof, the closing of the Merger (the “Closing”) will take place at a time and on a date (the “Closing Date”) to be specified by the Parties, which will be no later than July 15, 2015 (the “Termination Date”) (unless such date is extended by the Parties in writing), subject, however, to the satisfaction or waiver of all of the conditions provided for in Articles 5 and 6 hereof by such date. The Closing will be held at such place as the Parties may agree, at which time and place the Transaction Documents necessary or appropriate to effect the Merger and the transactions contemplated herein will be exchanged by the Parties. Except as otherwise provided herein, all actions taken at the Closing will be deemed to be taken simultaneously.
Radar XCLK for Monday and Tuesday. Expecting 10k update by end of June
XCLK huge update by end of June per company FB.
Don't forget XCLK will unleash the 10k by end of June per FB. So either tomorrow or Tuesday
Wooohoooo I can finally buy at 0001
Get ready for huge update XCLK per FB by end of June
XCLK great buy before the huge update by end of June per company FB
XCLK buy while cheap before huge update by end of June per company FB
Lotto play MNVN huge merger http://ih.advfn.com/p.php?pid=nmona&article=67289283
XCLK last day to get cheapest before the huge 10k by end of June per company FB
Buy now before the update XCLK https://www.facebook.com/crossclickmediainc/posts/719547878157419
XCLK it's gonna explode soon IMO
Today is the last day of XCLK convention. Get in before the Huge update next week IMO
XCLK is gonna explode 10k should be in soon
HUGE HUGE XLCK read this http://investorshub.advfn.com/boards/read_msg.aspx?message_id=114622762
huge MNVN merger news
HUGE NEWS lotto play MNVN http://investorshub.advfn.com/boards/read_msg.aspx?message_id=114612796