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Re: RockRoll post# 54497

Tuesday, 11/28/2017 4:45:58 PM

Tuesday, November 28, 2017 4:45:58 PM

Post# of 61155
But, the deal was made, I believe the contract was signed because the agreed upon cash portion of $1.5mil had already been transferred, and now he doesn't want to "turnover the keys."
Unless the 2 CEOs come to an understanding, this will go to court - with 2 possible outcomes: either Blackfox is found to be "in breach of contract" and deal goes through as originally planned, or Blackfox knows they're in breach, but a deal is done where the 1.5mil is returned, plus interest, plus penalty.


Looking at the 10Q it doesn’t appear like it was an all cash deal.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12393906

Stock Purchase of Blackfox, Inc.

On May 15, 2017, the Company entered into a Stock Purchase Agreement with Blackfox, Inc.(Blackfox) to purchase the company and website Blackfox.io, dedicated to mobile marketing for affiliates using in-house technology. The Company agreed to the terms of an 100% equity interest in Blackfox in exchange for $1,500,000.

The structure of the purchase price and payments are as follows:

(a) The Company agrees to pay a non-refundable $5,000 deposit into an escrow account
(b) The Company agrees to pay an additional $25,000 deposit prior to closing
(c) Due at closing: $100,000
(d) Due at closing: $200,000 in shares of the Company’s common stock with a six-month hold restriction after closing. The shares will be issued for the nominal value on closing.
(e) Due at closing: 1,000 shares of Preferred B stock valued at 1,000,000 shares of common stock.
(f) Due five months from closing: $227,500 on November 5, 2017.
(g) Note Payable: $142,500 paid in 12 equal monthly installments to the seller-broker.
(h) Note Payable: $500,000 note payable, paid in 48 equal monthly installments of principal and interest at 6% per annum.
(i) $300,000 in the form of owner salary paid in six equal monthly payments after closing for a consulting agreement.

On August 12, 2017, the Company closed on the asset purchase of Blackfox, Inc. for $1,500,000.

See Note 18 Subsequent Events for additional information concerning the stock purchase of Blackfox, Inc.


——-
NOTE 18–SUBSEQUENT EVENTS (continued)

Blackfox, Inc. Asset Purchase

The agreement between Momentous Entertainment Group, Inc. (MMEG) and Mr. Todd Rambilas, CEO of Blackfox, Inc. (Blackfox) closed on August 12, 2017. Despite repeated requests, both by phone and in writing to Mr. Rambilas, he failed to perform according to the terms of the contact and he is in breach. MMEG asserts that the handoff of the Blackbox business unit to MMEG immediately upon closing was not completed according to the terms of the agreement. After repeated attempts from August through mid-October 2017 to get Mr. Rambilas to cooperate and correct the situation, he finally broke all communications with MMEG management and locked MMEG management out of all access to the Blackfox, Inc. platform. Mr. Rambilas then contacted MMEG management through his attorney to request an unwind of the transaction. Currently, MMEG management is in talks with Mr. Rambilas’ attorney in an attempt to either unwind the transaction and receive our investment back or take whatever next steps are necessary to have our investment returned. No assurances can be made in the outcome.

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