UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December
12, 2017
Date of Report (Date of earliest event reported)
MONSTER ARTS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 0-53266 | 27-1548306 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3565 S. Las Vegas Blvd. Suite 120 Las Vegas, Nevada |
89109 | |
| (Address of principal executive offices) | (Zip Code) |
(725)
222-8281
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On December 12, 2017, Monster Arts, Inc., a Nevada corporation (the "Company") and Flight Time Aviation Group, Inc. an Albert Canada corporation ("Flight Time"), executed a non-binding Letter of Intent ("LOI") whereby the Company is seeking to acquire all of the assets associated and related to Flight Time’s cloud-based aviation application and software branded as CaminoAero (the "Acquisition"). More information regarding CaminoAero can be found on their website at www.CamineAero.com.
The Acquisition will be completed pursuant to a definitive purchase and sale agreement between the Company and Flight Time and with a purchase price of $220,000 (the “Purchase Price”) consisting of a one-time cash payment in the amount of $20,000 USD (the “Cash Payment”) and a convertible promissory note in the amount of $200,000 USD (the “Note”).
CaminoAero’s secure cloud-based aviation application offers a single point to enter flight activities, which seamlessly integrates CaminoAero’s Pilot Flight Log and Aircraft Log. With this single point of data entry, the CaminoAero system applies consistent flight time and air time calculations and is neatly displayed on the NavDisplay.
The application also allows for the complete tracking of aircraft to improve the efficiencies along maintenance tracking. The NavDisplay is well organized to illustrate the maintenance events that are coming due and is used to support planning for shop visits and to simplify the oversight of an aircraft's maintenance. Further, the application allows for the aircraft activity to be easily transferred to new owners.
The Company and Flight Time will use their best efforts to complete the Definitive Agreement and schedule a Closing of the Definitive Agreement on or before December 31, 2017.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit Number | Description of Exhibit | |
| 2.01 | Letter of Intent by and between the Company and Flight Time Aviation Group, Inc. dated December 12, 2017 (1) |
| (1) | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Monster Arts, Inc. | |||
| By: | /s/ Michael Gelmon | ||
| Michael Gelmon | |||
| Chief Executive Officer | |||
Dated: December 22, 2017
Exhibit 2.01
Monster Arts, Inc.
Geoff Brown, CEO
Flight Time Aviation Group, Inc.
LETTER OF INTENT
This Letter of Intent ("LOI") is dated December 12, 2017 between Monster Arts, Inc., a Nevada corporation, with its common stock registered under Section 12(g) of the Securities Exchange Act of 1934 and trading under the symbol APPZ (the “Purchaser"), Flight Time Aviation Group, Inc. (the “Seller”) for the purchase of all assets associated with and related to Camino Aero, including but not limited to the website, software, intellectual properties, etc.… The Purchaser and Seller may be referred to individually as a “Party” and collectively as “Parties”.
1. Acquisition. The Acquisition will be completed pursuant to a definitive purchase and sale agreement between Purchaser and Seller. The Purchase Price shall be $220,000 (the “Purchase Price”) consisting of i) a one-time cash payment in the amount of $20,000 USD (the “Cash Payment”) and ii) a convertible promissory note in the amount of $200,000 USD (the “Note”).
The Note shall be issued on the Closing Date (as defined below) and shall have a one-year maturity bearing an interest rate of eight percent (8%) per annum. The Note shall have a convertible feature allowing the Seller to convert the Note, in whole or in part, at a discount of fifty percent (50%) of the five-day average closing price of the Purchaser’s common stock. The Cash Payment shall be due to the Seller no later than February 15th, 2018.
2. Terms and Conditions of the Acquisition. The closing of the Acquisition will be subject to the following terms and conditions:
| a. | Purchaser and the Seller shall have received all permits, authorizations, regulatory approvals and third-party consents necessary for the consummation of the Acquisition, and all applicable legal requirements shall have been satisfied. |
| b. | A definitive agreement satisfactory to Purchaser and Seller shall be executed as soon as practicable, and shall contain terms, conditions, representations, warranties and covenants normal and appropriate for a transaction of the type contemplated, including, without limitation, those summarized in this LOI. Representations and warranties will survive consummation of the transaction, unless otherwise agreed to in the definitive agreement. |
| c. | Pending the closing, Purchaser and its agents, attorneys and representatives shall have full and free access to the properties, books and records of the Seller (the confidentiality of which the Purchaser agrees to retain) for purposes of conducting its due diligence and investigations, along with copies of articles of incorporation, bylaws, minute book and shareholder/member list and other documents that may be requested of the Seller. |
3. Closing Date: The Parties agree that time is of the essence for closing the transaction contemplated by this LOI. The Parties further agree that each will work diligently on completing due diligence and the definitive documents for the transaction with the goal of a Closing Date be on or before December 31, 2017.
4. Brokers. There are no brokers or finders associated with this transaction and each party will hold the other harmless with respect to any claims for commissions or finders’ fees.
5. Expenses. In the event of the termination of the Acquisition, Purchaser and the Seller will each bear their respective costs and none of the parties shall have liability to any other party for any expense of any other party.
6. Conduct of Business of Purchaser Pending Closing. Until consummation or termination of the Acquisition, Purchaser will conduct business only in the ordinary course and none of the assets of Seller shall be sold or disposed of except in the ordinary course of business or with the consent of Purchaser.
7. Non-Enforceable Agreement; Compliance with Applicable Laws. Except as set forth in Section 2(c), 2(f), 4 and 5 this LOI shall not constitute an enforceable agreement between the parties until such time as the definitive agreement is executed by the parties. All matters referred to in this LOI are conditioned upon compliance with federal and state securities laws and other applicable laws.
8. Counterparts. This LOI may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
This proposed preliminary letter of intent constitutes an indication of interest for discussion purposes and preparation of definitive agreements only, and is not binding until and unless definitive agreements are executed by the parties.
Monster Arts, Inc.
By: /s/ Michael Gelmon
Michael Gelmon
Chief Executive Officer
Flight Time Aviation Group, Inc.
By: /s/ Geoff Brown
Geoff Brown
Chief Executive Officer