MOMC~~ENTRY INTO A DEFINITIVE AGREEMENT
On March 12, 2018, Moms Online, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with certain stockholders (the “BH Stockholders”) of Blockhold Capital, Inc., a Wyoming company (“BlockHold”). Pursuant to the Agreement, the BH Stockholders agreed to exchange all of the capital stock of BlockHold (the “BlockHold Shares”) for shares of the common stock of the Company (the “Company Shares”) representing approximately 85% of the outstanding shares of the Company on a fully diluted basis after giving effect to the issuance of the Company Shares (the “Share Exchange”).
ITEM 1.02 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Reference is made to the disclosure in Item 1.01. On March 13, 2018, the Share Exchange was consummated.
1. Background
Newly formed, BlockHold is the result of experienced finance, technology and marketing professionals coming together to form an enterprise that will seek out opportunities developing innovative technologies that can leverage social media communities.
2. Operations
BlockHold seeks to create new products, create strategic alliances and identify appropriate partner or merger and acquisition opportunities that will enable the Company to effectively compete in the competitive fintech space.
3. Financial Summary
As of the date of the Exchange Agreement, BlockHold had available cash of $150,100 in its checking account, all of which was committed to be spent for website and software development services under a contract between BlockHold and an affiliated third party consulting company. BlockHold’s checking account was opened on February 22, 2018 and had only two transactions in the account. The first transaction was a $100 opening deposit from Sporos Capital, Inc. to BlockHold as payment by Sporos Capital, Inc. for the BlockHold shares at par value. The second transaction was a $150,000 deposit from Sporos Capital, Inc. issued to BlockHold as an unsecured interest bearing note at 6% per annum. As of the date of the Exchange Agreement, the Company reached a general understanding with Sporos Capital, Inc. that the interest and principal payable under the note will be forgiven in exchange for 300,000 shares of MOMC upon Company’s receipt of additional equity financing. As of the date of the Exchange Agreement, BlockHold did not have any other bank or financial accounts. The overall financial impact of the BlockHold acquisition will ultimately increase the Company’s capital account by $150,100.
4. Expansion Strategy
As the future is continually changing, online technologies continue to evolve and expand into new frontiers, we saw an opportunity to expand our team and certain aspects of our business through the acquisition of BlockHold. By combining our existing social media resources and expertise with BlockHold’s fintech proficiency and focus on development of ground breaking financial technologies we anticipate that the synergies and combine resources of BlockHold and the Company will lead to enhanced revenue opportunities.
We see immense value in the Company’s already established influencer communities and intend to utilize these already in-place resources to continue to focus efforts on these robust social media communities of influencers while exploring new opportunities to expand our fintech capabilities with our new management team.
5. Management
With the acquisition of BlockHold, key shareholders and management of the Company comprise a highly experienced team with backgrounds in technology, finance, and law, who bring together highly specialized skill sets in software development, artificial intelligence, financial technology, marketing technology, banking, venture capital, investment banking, marketing, entrepreneurship, and legal and financial compliance. The new management of the Company is as set forth in Item 5.02 below.
Management will continue to be based out of Los Angeles.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Pursuant to the Exchange Agreement, the Company issued to the BlockHold Capital Shareholders 28,000,000 Company Shares. The Company Shares were not registered under the Securities Act of 1933, as amended (the “Act”) in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act. Such securities may not be offered or sold in the United States in the absence of a registration statement or exemption from the registration requirements of the Act.
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT
Reference is made to Item 1.02. As a result of the Share Exchange, the BlockHold Stockholders have acquired 28,000,000 shares which represents approximately 85% of the outstanding shares of the Company after giving effect to such issuances.
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