Poster, correct me if I'm wrong but this is huge.
STOCK PURCHASE AGREEMENT WITH MGVJ CO LTD
On January 26, 2010, the Company received a $480,000 funding commitment under a Stock Purchase Agreement (“Agreement”) with MGVJ Co. Ltd. (“New Investor”), a new shareholder of the Company. Under the terms of the Agreement, the Company agreed to issue and sell to the New Investor 9,600,000 shares of the Company’ s common stock for an aggregate purchase price of $480,000, or $0.05 per share, with payments as follows:
(i) 2,400,000 shares at a purchase price of US$.05 per share, or an aggregate price of US$120,000, on or before March 31, 2010.
(ii) 2,400,000 shares at a purchase price of US$.05 per share, or an aggregate price of US$120,000, on or before April 30, 2010.
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(iii) 2,400,000 shares at a purchase price of US$.05 per share, or an aggregate price of US$120,000, on or before May 31, 2010.
(iv) 2,400,000 shares at a purchase price of US$.05 per share, or an aggregate price of US$120,000, on or before June 30, 2010.
The New Investor’s obligation to purchase the foregoing shares by the dates specified is conditioned upon the representations and warranties of the Company contained in the Agreement being accurate as of such dates.
The Company issued and sold the shares of common stock to the New Investor in reliance on the exemption provided under Section 4(2) of the Securities Act and Regulation D promulgated by the SEC thereunder.
The Agreement contains certain representations and warranties of the New Investor and the Company, including customary investment-related representations provided by the New Investor, as well as acknowledgements by the New Investor that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, capital structure, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.
Under the terms of its January 26, 2010 Stock Purchase Agreements with the New Investor, as of February 16, 2010, the Company has agreed to issue and sell to the Investor, 800,000 shares at a purchase price of $.05 per share, or an aggregate price of $40,000.
