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Friday, August 27, 2021 3:59:23 PM
BTZI 8-K issued on 7/8/2020
Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase
On May 14, 2020 the Company entered into an Asset Purchase Agreement where the Company acquired the following assets from First Bitcoin Capital Corp.:
* Minority ownership in SinglePoint, Inc., Medical Cannabis Payment Solutions, Inc., Petroteg Energy, Inc., Digital Asset Monetary Network, Inc., Kronos Advanced Technologies, Inc., and Tipestry, Inc.
* Subsidiaries owned by First Bitcoin Capital Corp including but not limited to: CoinQx Exchange Limited, First Bitcoin Capital LLC., DbotTechnology Corp.
* Hundreds of domains owned by First Bitcoin Capital Corp.
* $1,250,000 in face value Convertible Promissory Notes issued by Kronos Advanced Technologies to First Bitcoin Capital LLC.
* US Patent 9,135,781 B1 Bitcoin Kiosk/ATM Device and System Integrating Enrollment Protocol and Method of Using the Same
* US Patent Application 2018/0315072 A1: Method and System of Facilitating Management of Cryptocurrency Based Loyalty Points Associated With One or More of a Product and a Service.
* The majority of the inventory of numerous digital cryptocurrencies owned by First Bitcoin Capital Corp.
In exchange for the acquisition of these assets the Company issued 100,000,000 shares of common stock and 30,000,000 Series A Preferred stock to First Bitcoin Capital, with a pledge to issue an additional 60,000,000 shares of Series A Preferred upon reaching certain milestones. All Series A Preferred shares are to be retained by First Bitcoin Capital Corp. The 100,000,000 million shares of common stock are to be distributed to the shareholders of First Bitcoin Capital, where each shareholder shall be issued 1 share of MCIG common stock for every 4 shares of First Bitcoin Capital stock owned with any remaining shares to be retained by First Bitcoin Capital Corp.upon a record date being set by First Bitcoin Capital Corp.
From their 3FQ21 10-Q quarterly financials thru 1/31/21 (their last financial report - we're now waiting on their annual 10-K thru 4/31/21)...
3FQ21 10-Q
On May 15, 2020, the Company acquired First Bitcoin Capital, LLC and all the assets of First Bitcoin Capital Corp. The Company acquired all cash, inventory, prepaid expenses, inventory, fixed assets, and intellectual property for a total purchase price of $10,120,000. The Company issued 100,000,000 common shares and 30,000,000 Series A Preferred shares at the rate of $0.0253 per underlying common share. The Company has 60,000,000 Series A Preferred held in reserve for issuance should certain milestones be achieved over the course of three years.
Bots issued the shares to First Bitcoin Capital as agreed. It's up to the management of First Bitcoin Capital (not Bots' management) to issue those shares to it's shareholders. The preferred shares (10 votes per Preferred share) effectively makes First Bitcoin Capital the majority owner of Bots.
Les
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