SMART MONEY GROUP

[~MulaGreen~]

APPZ 8K Jan 2, 2016


https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12453499

Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Asset Purchase Agreement and Convertible Note

On December 29, 2017, Monster Arts, Inc., a Nevada corporation (the “Company”) and Flight Time Aviation Group, Inc. an Albert Canada corporation (“Flight Time”), executed an Asset Purchase Agreement (“APA”) whereby the Company acquired all of the assets associated and related to Flight Time’s cloud-based aviation application and software branded as CaminoAero (the “Acquisition”). More information regarding CaminoAero can be found on their website at www.CamineAero.com .

The Acquisition had a purchase price of $220,000 (the “Purchase Price”) consisting of a one-time cash payment in the amount of $20,000 USD (the “Cash Payment”) and a convertible promissory note in the amount of $200,000 USD (the “Note”). The Note has been issued to Flight Time upon the signing of the APA and the Company has until February 15, 2018 to make the Cash Payment. The APA contains customary representations, warranties and covenants by, among and for the benefit of the parties

The Note matures on December 29, 2018 and accrues interest at the rate of eight percent (8%) per annum and may be prepaid in whole or in part, at any time and from time to time, without premium or penalty. The Note shall be convertible into shares of the Company’s common stock from time to time if not paid on or before the maturity date, at Flight Time’s sole option, upon five (5) days written notice to the Company of Flight Time’s desire to convert such Note into shares of common stock at the rate of 50% of the five-day average closing price that is immediately prior to the day the notice is delivered to the Company.

Item 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.


Exhibit

Number
Description of Exhibit
2.1
Asset Purchase Agreement by and between the Company and Flight Time Aviation Group, Inc. and Convertible Promissory Note dated December 29, 2017 (1)


(1) Filed herewith.





SIGNATURE

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.

Dated: January 2, 2018


MONSTER ARTS, INC.



By:
/s/ Michael Gelmon


Michael Gelmon
Chief Executive Officer