Item 1.01. Entry into a Material Definitive Agreement
Pursuant to Item 1.01 of its Current Report on Form 8-K filed February 3, 2021,
the Registrant reported the terms of the General Agreement entered into between
the Registrant and an entity wholly owned by Stephen Brown ("Brown"), pursuant
to which, among other matters, Brown agreed (i) that his wholly-owned entity
would settle two outstanding debts owed by the Registrant in the respective
amounts of $100,000 and $30,000; and (ii) that all film, TV, music and digital
VR projects owned by Brown and his wholly-owned entity would be transferred to
the Registrant. These assets were listed on an attachment to the General
Agreement and are referred to herein as the "Entertainment Assets", which no
longer includes rights to the film referred to therein as "The Editor". The
General Agreement did not specify the amount to be paid by the Registrant for
the Entertainment Assets.
On March 1, 2021, Registrant's Board of Directors authorized the Registrant to
enter into an agreement (the "Agreement") among the Registrant, the holder (the
"Holder") of the $130,000 of outstanding debt [which included a convertible note
with a face amount of $100,000 (the "$100,000 Note")] and Brown and his
wholly-owned entity. The Agreement provides for, among other matters, amendment
of the General Agreement and for the confirmation, ratification and/or approval
of the following, all of which are deemed to be effective as of January 4, 2021:
(i) the issuance by the Registrant of a new note to the Holder, with the new
note (the "New Note") having a principal amount of $134,000, with payments of
principal due on March 15, April 15, and May 15, 2021 in the respective amounts
of $54,666.67, $39,666.67, and $39,666.66; (ii) the Registrant's issuance of 1.5
million shares of its common stock (the "Common Stock") to the Holder; (iii)
Brown's personal guarantee of the New Note; (iv) the transfer to the Registrant
of the Entertainment Assets by Brown and his wholly-owned entity; (v) the
transfer to Brown of the $100,000 Note; (vi) Brown's conversion of the $100,000
Note, according to its previously-existing terms, into 20 million shares of
Common Stock; (vii) confirmation by the Holder that all obligations of the
Registrant to the Holder, except for the obligations under the New Note and the
obligation to issue the 1.5 million shares of Common Stock, have been satisfied;
(viii) amendment of the General Agreement to be consistent with the terms of the
Agreement; and (ix) confirmation by the Registrant and Brown that all
obligations under the General Agreement have been satisfied by both of them.
A copy of the Agreement is attached as an Exhibit to this Report. Brown is the
Chief Executive Officer, President and Chief Financial Officer of the
Registrant.
Item 3.02. Unregistered Sales of Equity Securities
Pursuant to the Agreement described in Item 1.01 of this Report, on March 11,
2021, the Registrant issued 1,500,000 shares of the Registrant's common stock
(the "Common Stock") to Sylvia Meadows. Item 1.01 of this Report is incorporated
into this Item 3.02.
On March 11, 2021, pursuant to an Executive Management Agreement between the
Registrant and Sandor Miklos, a director of the Registrant, the Registrant
issued 125,000 shares of Common Stock to Mr. Miklos.
On January 26, 2021, the Registrant issued 150,000 shares of Common Stock to one
individual and 200,000 shares to another individual, for a total of 350,000
shares, pursuant to the terms of the Domain Name Assignment Agreement dated
October 31, 2019, amended November 20, 2020, as payment for the Registrant's
purchase of two domain names and certain intellectual property rights related
thereto.
Pursuant to the exercise of the $100,000 Note on December 31, 2020, the
Registrant issued 20 million shares of Common Stock to Brown. Brown is, and was
at the time of exercise of the note, the CEO, President, Chief Financial
Officer, and a member of the Board of Directors of the Registrant. See Item
1.01 of this Report for related information.
On October 29, 2020, as payment in full satisfaction of $50,000 owed by the
Registrant, the Registrant issued 500,000 shares of Common Stock to an unrelated
entity pursuant to a Securities Purchase Agreement.
2
The above issuances were made in reliance on exemptions from registration under
Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). None of
the issuances involved a "a public offering" within the meaning of Section
4(a)(2) of the Securities Act: (i) the Registrant did not engage in any general
solicitation or advertising to market the securities; (ii) each purchaser was
provided the opportunity to ask questions and receive answers from the
Registrant regarding the Registrant and the issuance; (iii) the securities were
issued to persons with knowledge and experience in financial and business
matters so that he or she is capable of evaluating the merits and risks of an
investment in the Registrant; and (iv) the recipients received "restricted
securities" that include a restrictive legend on the certificate, which legend
restricts the shares from being transferred except pursuant to a registration
statement that is effective with the SEC or pursuant to an exemption from
registration.
Item 5.01. Changes in Control of Registrant.
Brown has acquired majority voting control of the common stock (the "Common
Stock") of the Registrant.
The transactions which resulted in the change in control are described in Item
1.01 of this Report, the contents of which Item 1.01 are incorporated into this
Item 5.01.
Brown's ownership of these shares results in his beneficial ownership, both
directly and indirectly, of approximately 72.4 percent of the voting securities
of the Registrant. (All of the shares beneficially owned by Brown are directly
owned.)
The consideration for the shares is set forth in Item 1.01 of this Report, the
contents of which Item 1.01 are incorporated into this Item 5.01.
The source of the consideration paid by Brown was his own personal assets.
Control was not assumed from any specific person(s) as the shares were acquired
from the Registrant.
The Registrant is not aware of any arrangements or understandings with respect
to election of directors or other matters, except as the transactions described
in Item 1.01 of this Report may be considered to constitute any such
arrangements or understandings with respect to other matters. As stated above,
the contents of Item 1.01 are incorporated into this Item 5.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Agreement entered into on March 1, 2021 among the Registrant, Sylvia
Meadows, Crank Media Inc (a British Columbia corporation), and Stephen
Brown.
© Edgar Online, source Glimpses
CRANK MEDIA INC. 
