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Saturday, November 18, 2017 8:04:36 AM
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12236427
Item 1.01 Entry into a Material Definitive Agreement
On July 12, 2017, the Board of Directors of Pocket Games, Inc. (the “Company”) cancelled and terminated that certain Share Exchange Agreement (“Series B Exchange Agreement”) dated February 9, 2016, between the Company on the one hand and Social Technology Holdings, Inc., a Delaware corporation (“STH”), AEL Irrevocable Trust (“AIT”), and Sugar House Trust (“SHT”) (collectively, the “STH Majority Shareholders”) on the other hand. The cancellation and termination was due to a breach by the STH Majority Shareholders in respect to their failure to provide the necessary financials to complete the Company’s audit in accordance with the Securities Exchange Act of 1934, causing serious harm to the Company and to its shareholders, and failing to disclose material adverse information about STH. The cancellation of the Share Exchange Agreement also involved the cancellation of 2,000 shares of Series “A” Preferred Stock and 400,000 shares of Series “B” Preferred Stock of the Company.
Also on July 12, 2017, the Board of Directors of the Company cancelled and terminated that certain Share Exchange Agreement (“Series C Exchange Agreement”) dated April 26, 2016, between the Company on the one hand and Kicksend Holdings, Inc., a Delaware corporation (“Kicksend”) and Marlborough Brothers Family Trust (the “Trust”) (collectively, the “Kicksend Majority Shareholders”) on the other hand. The cancellation and termination was due to a breach by the Kicksend Majority Shareholders in respect to their failure to provide the necessary financials to complete the Company’s audit in accordance with the Securities Exchange Act of 1934, causing serious harm to the Company and to its shareholders, and failing to disclose material adverse information about Kicksend. The cancellation of the Share Exchange Agreement also involved the cancellation of 263,250 shares of Series “C” Preferred Stock of the Company.
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