Item 2.01 Completion of Acquisition or Disposition of Assets.
On
2
On
On
On the Closing Date, the Company, the Target and each Target Shareholder entered
into Amendment No. 1 to the Acquisition Agreement, which provides that the
Company shall pay the Target Shareholders at least
On the Closing Date, the Company, the Target and each Target Shareholder entered
into a second amendment ("Amendment No. 2") to the Acquisition Agreement dated
Shares of Common Stock to be Returned by Each Target Shareholder
3
=3.8* (the Accumulated Net Income Milestone - Actual Accumulated Net Income for
the First, Second and Third Fiscal Years)*Target Shareholder Equity Percentage ÷
Amendment No. 2 added the limitation that the Company shall have the right to "claw" back from each Target Shareholder up to the amount of the Company's common stock issued to each Target Shareholder and the Cash Consideration paid to each Target Shareholder if the claw-back conditions are met pursuant to the Acquisition Agreement.
Following the Closing, the Company operates as a single entity with two
relatively separate but integrated business units, which are 1) the e-media
online streaming platform operated by the Company's
Tax Treatment of the Acquisition
Because all of the Target Shareholders are non
Accounting Treatment
Due to the fact that the Company remains control of Butterfly Effect Media as a
result of the Acquisition, the Acquisition will be accounted for as a regular
acquisition pursuant to which the Company will be considered the acquiring
entity for accounting purposes in accordance with generally accepted accounting
principles in
4 BUSINESS OF BUTTERFLY EFFECT MEDIA
Butterfly Effect Media is a literature and media company that devotes itself to literary adaptation to another medium, such as television shows, movies, audible books or video games. Butterfly Effect Media's business chain starts from composing books or scripts, licensing copyrights, producing moving pictures or video games to eventually distributing the moving pictures or video games on the internet.
Overview
Incorporated in
Butterfly Effect Media's executive team constantly reviews books and articles with an eye for suitable candidates for adaptation into TV shows, movies and mobile phone video games, primarily to be launched over the internet. When Butterfly Effect Media identifies a proper story for adaptation, it may purchase or obtain a licensing right from the copyright owner, which is oftentimes a publishing company, to allow Butterfly Effect Media to adapt the original story into TV scripts, audible book scripts, or movie scripts and to distribute the new product(s) in certain jurisdictions. If Butterfly Effect Media believes a certain original story may become a big hit as an online TV show, video game, movie or audible book, it will usually purchase all types of the copyrights underlying the original story for further development. On the other hand, Butterfly Effect Media may purchase certain type of license to the original stories, such as the right to adapt a story into a TV show.
Butterfly Effect Media purchases various types of copyrights from approximately
20 Chinese publishers. For example, Butterfly Effect Media has obtained in the
past copyrights or licensing rights from the Intellectual Property Publishing
House (China), The Writers Publishing House (China),
Butterfly Effect Media partners with some popular writers, who are mostly novelists enjoying great reputation for creating stories for internet readers. Butterfly Effect Media collaborates with more than eighty writers in the PRC. From time to time, these writers contract with Butterfly Effect Media to compose original stories in accordance with the instructions from Butterfly Effect Media or adapt original stories into various types of scripts per the requests of Butterfly Effect Media.
Some of the contracting writers have exclusive service agreements with Butterfly
Effect Media, pursuant to which they compose articles or books for Butterfly
Effect Media on an exclusive basis during certain periods. The advisory team of
Butterfly Effect Media consists of four established writers who it believes are
prolific and well-received by the internet readers or viewers. The four advisors
are
5
After a script is completed, Butterfly Effect Media's in-house production
department forms a dedicated team with outside production studios to make the
end-product, which can be TV episodes, a movie, audible books, or cell phone
video games. Butterfly Effect Media houses a few actors for its moving picture
production needs. Upon completion of the end product, Butterfly Effect Media
collaborates with an internet content platform to distribute the end product.
Butterfly Effect Media has established working relationships with more than ten
Chinese online platforms, such as TV Sohu,
Butterfly Effect Media uses the following criteria when selecting the original stories and deciding the end products for online distribution/broadcasting:
? Current and near future popular trends or themes; ? Difficulty and costs of production; ? TV shows, movies and video games of similar themes; ? Development period of the content/ end product; ? Cost of the underlying copyrights; and ? Potential implication of political controversies.
Business Model
Butterfly Effect Media centers its business on internet Chinese literary and literary adaptation for TV shows, movies, audible books and mobile phone video games that are primarily distributed through online platforms. Butterfly Effect Media owns copyrights to a number of selected original stories (the "Library") either by purchase from the rightful owners (often publishing houses) or in-house composition. Butterfly Effect Media may adapt certain original stories into TV scripts, movie scripts, or audible book scripts for further development, if the executive team determines to do so. Among the completed scripts, Butterfly Effect Media selects some of the scripts for production and sells the copyrights to the unselected scripts and original stories to third parties. After a TV show, movie, audible book or video game is finished, Butterfly Effect Media will try to sell the finished video or audio products to internet content platform for broad distribution.
6
Primary Products and Products under Development
As of the date of this report, Butterfly Effect Media owned various copyrights
to approximately 55 original stories, including the right to develop the audible
versions and other adaptation rights. Among these original stories, Butterfly
Effect Media is working on nine TV scripts for future TV show production. The
nine TV show scripts include Chinese martial art actions, contemporary
detective, historical dramas, Chinese civil war-themed stories, and science
fictions. Among the TV scripts that Butterfly Effect Media is working on, one
script is based on a popular martial art book "The Legacy of
With respect to cell phone video games, Butterfly Effect Media is testing and improving a cell phone video game named after the same name of the original book "The Qin Empire." Based on the second testing results from the Taptap platform, Butterfly Effect Media thinks the cell phone video game "The Qin Empire" received enthusiastically positive feedbacks from its gamers.
In addition, Butterfly Effect Media has invested in two TV shows and one
internet movie, which are "A Journey to Tang" (TV show), "Princess is a Cat" (TV
show), and "Murder the Memory" (movie). Among the invested products, A Journey
to Tang was distributed exclusively on
Butterfly Effect Media constantly seeks and reviews original stories seeking suitable candidates for literary adaptation. Its experienced executive team and production department believe that they understand what the online Chinese viewers would like to watch and are making every effort to cater to such tastes.
Writers
Butterfly Effect Media has exclusive and non-exclusive contracts with
approximately 80 writers who primarily write stories for online readers. The
representatives of the contracting writers include Mr.
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth above in Item 2.01 of this Current Report is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
The registrant plans to file the required financial statements of Butterfly
Effect Media, the company acquired, on or before
(b)
Pro Forma Financial Information
The registrant plans to file the pro forma financial information of the Company
and Butterfly Effect Media on or before
10
© Edgar Online, source