Item 1.01 Entry into a Material Definitive Agreement.
Effective March 1, 2022 the Company consummated the purchase of 100% of the
membership interests in two Oregon LLCs:
CASCADE MOTO EUGENE, LLC, an Oregon Domestic Limited Liability Company
Registration Number 183686899
2891 W 11TH AVE
EUGENE, OR 97402
CASCADE MOTO PORTLAND, LLC an Oregon Domestic Limited Liability Company
Registration Number 183591396
12010 SW GARDEN PLACE
TIGARD, OR 97223
These two entities operate 2 BMW motorcycle and 1 Triumph motorcycle dealerships
in the Portland/Eugene Oregon areas.
The transaction can be summarized as follows:
Cash $ 676,887.00
Debt 3,019,954.00
250,000 Common Shares, @$2.00 500,000.00
Total Purchase Price $ 4,196,841.00
This purchase price was paid from cash on hand in the amount of $676,887.00,
together with flooring lines and unsecured working capital lines of credit
obtained by the Company from BMW Financial Services and other institutional
lenders in the amount of $3,019,954.00. The Company also issued 250,000 shares
of its common voting shares, valued at $2.00 per share to complete this
transaction. This is a related party transaction, as the seller is a Director
and the Chief Executive Officer of the Company, Vance B. Harrison.
No real estate was included in this transaction, and the Company has entered
into a lease agreement whereby it will continue to operate from the seller's
current facilities.
A copy of the Membership Purchase Agreement is attached hereto.
A Press Release outlining this transaction is also attached hereto.
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CORPORATE HISTORY
General
The Company was incorporated under the laws of the State of Nevada on April 25,
2007 under the name "Contact Minerals Corp." The Company's securities traded
under the symbol "CNTM" and later "CNTM" after a 2-for-1 forward split in
February of 2009.
From the date of incorporation until the summer of 2017, the Company was an
exploration stage company, engaged in the acquisition and exploration of mineral
properties. The Company was also a "shell company" with no meaningful assets or
operations that attempted to identify and merge with an operating company. The
Company's principal business address was in Vancouver, BC, Canada, and the
Company was directed by Kerry McCullagh, who served as Director, Chief Executive
Officer, Chief Financial Officer, President, Secretary and Treasurer, along with
his father William McCullagh and Alex Langer who also served as Directors.
Effective August 29, 2017, the Company and Kerry McCullagh entered into a stock
purchase agreement with Shiong Han Wee and Kwueh Lin Wong. Under the terms of
the Stock Purchase Agreement Messrs. Wee and Wong agreed to purchase 7,000,000
shares from the Seller and 78,770,000 shares from the Company. As result of this
transaction, a total of 94,440,000 shares of Common Stock of the Company were
issued and outstanding, of which approximately 90% were controlled directly by
the Messrs. Wee and Wong.
Upon the consummation of the sale the executive officers and directors resigned
from all of their positions with the Company, and Messrs. Wee and Wong were
appointed to take their place.
Effective November 6, 2017, the Company changed its name to "WECONNECT Tech
International, Inc." and its trading symbol to "WECT." The principal business
office moved to Malaysia.
Effective June 8, 2018, the Company acquired 99.662% of the issued and
outstanding securities MIG Mobile Tech Berhad ("MTT"), a payment-solution
provider, and the Company entered into the payment solution business with a
focus on users located in Malaysia.
The Company was never able to profitably operate the MTT business. The Company
incurred a net operating loss of $1,103,166 for the year ended July 31, 2020,
and an accumulated deficit of $7,638,503 as of July 31, 2020.
On June 20, 2021, the Company and Mr. Ng Chee Chun entered into a Share Sale
Agreement to sell the shares of MTT held by the Corporation for di minimus
consideration.
On September 27, 2021, the Company and certain other sellers of shares including
Mr. Shiong Han Wee, director of the company, entered into a Sale and Purchase
Agreement pursuant to which an aggregate of 436,482,690 shares of common stock
of the Company and 10,000,000 shares of Series A Preferred Convertible Stock was
sold. The Preferred Stock was issued to Mr. Shiong Han Wee as payment in full of
all amounts owed by the Company to Mr. Wee, prior to the sale.
After this transaction, Mr. Vance Harrison became the beneficial owner of the
common shares and Convertible Preferred Stock, together constituting
approximately 91% of the issued and outstanding common stock of the Company (as
determined on an as-converted basis).
Pursuant to the terms of the Stock Purchase Agreement, the Board appointed the
following individuals to serve in the offices set forth next to their names:
Name Position
Vance Harrison Chief Executive Officer, President and Director
Terina Liddiard Chief Financial Officer, Secretary and Director
Taylor Brody Chief Marketing Officer and Director
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All previous board members resigned from their positions with the Company.
In November, 2021 the Company filed Articles of Amendment with the State of
Nevada whereby it changed its name to "Motos America Inc." Concurrent with the
name change, the Company adopted a new business model. The Company intends to
buy and operate powersports dealerships, with a primary interest on European
luxury motorcycle brands, including BMW Motorcycles, Triumph Motorcycles and
Ducati Motorcycles. In the view of the Company, this industry is ripe for
consolidation, similar to what has occurred in the automotive dealership niche.
The Company believes that consolidation in this niche will bring about the same
advantages of scale associated with auto-dealer consolidations, namely better
operating results flowing from professional management, branding and marketing
opportunities, and volume purchasing.
Since November 2021, and under what the Company believes to be exemptions from
the registration requirements of the Securities and Exchange Act of 1934, as
amended, the Company has raised approximately $2.7 million from private
investors in the form of equity and convertible debt. The Company anticipates
raising an additional $40 Million to accomplish the Company's
short-term-objective of owning 45 dealerships within 3 years.
In February 2022, Kris Odwarka became the President of the Company. Mr. Vance
Harrison, who he replaced in this office, continued with the Company as its
Chief Executive Officer, and as a member of the Board of Directors. Mr. Odwarka
brings a wealth of experience in the Powersports industry to the Company. Over a
29-year span he has worked in various roles with European motorcycle and
automotive manufacturers, including serving as the Vice President for North
America of BMW Motorrad, and as the President of Husqvarna USA.
On March 15th the Company completed the purchase of its first BMW Motorcycle
dealership in Nashville, TN. The Company intends to purchase additional BMW,
Triumph, and Ducati motorcycle dealerships across the U.S. as they become
available, and as Company resources allow.
Item 9.01. Financial Statements and Exhibits.
(c). Exhibits.
Exhibit No. Description
10.1 Membership Purchase Agreement
99.1 Press Release dated March 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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