Blog: IJJ CORP : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01 Entry into a Material Definitive Agreement.

Definitive Acquisition Agreement with IJJ Corporation

On April 08, 2022, IJJ Corporation, Inc., a Wyoming corporation (the “Company”),
entered into an Stock Exchange Agreement (the “Purchase Agreement”) with
Montech, Inc., a Wyoming corporation (“Seller”), pursuant to which the Company
has agreed to acquire Management Control Under the Acquisition, The Company will
acquire fifty-one percent of each outstanding capital stock, excluding all
assets and liabilities of SELLER.

The Equity: The Stock Structure establishes the Management Control and a new
Board of Directors for both Companies.

The Company, is a Publicly Traded Company currently listed on the Pink Sheets,
will enter into an Acquisition (the “Acquisition”) Agreement with Montech, Inc a
private Company. Under the Acquisition, In exchange for 51% of SELLER’s shares,
The Company will issue 60,000,000 of its stock and shares in three partials:

1. Preferred Class A series is voting stock 10,000,000.

2. Restricted Outstanding common shares held by Clifford Pope is 30,000,000.

3. The Company unissued common stock 20,000,000.

The anticipated closing date for the Transactions shall be within 30 days of the
execution of this DAA (the “Closing Date”) or upon completion of the transfer of
Stock between SELLER and The Company. As part of the Acquisition, the business
name of SELLER shall not change to maintain its market presence.

In addition, The Company shall take all necessary actions to amend and restate
its organizational documents and bylaws and corporate filing in the state of
Wyoming and Public filings immediately after the Closing of the DAA to
incorporate key terms and conditions stated in the SELLERs LOI. Afterward, the
above-described transactions will refer to as the “Transaction” or
“Transactions.” All references in this DAA to “Stock” or “Shares” are between
two United States incorporated companies unless explicitly provided the content.

The DAA contains indemnification rights for each of the Company and Seller for
breaches of representations, warranties, and covenants, as well as certain other
matters, subject to customary deductibles, caps, and other limitations.

The Company’s board of directors has approved the Stock Exchange. Seller’s board
of directors has similarly approved the Stock Exchange.

The definitive Acquisition agreement between the Company and Seller (the
“Acquisition Agreement”) will contain customary representations and warranties
for a transaction of this type. The Acquisition agreement will also contain
customary indemnification provisions. In addition, the parties intend that the
Acquisition qualifies as a “reorganization” under Section 368(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), and not subject the holders of
SELLER and The Company common and Preferred stock to any tax liability as a
result of the Acquisition.

In consideration of the Acquisition, the shareholders of SELLER shall obtain
shares of The Company Common Stock, as described in this final Definitive
Acquisition Agreement.

To confirm the Acquisition, The Seller will issue to the Company under
instructions the outstanding capital stock, excluding all assets and
liabilities, which will immediately transferred to The Company to include a
Corporate Resolution corporate seal and update filing as an amendment to State
domicile filings. Accordingly, the transaction will conclude in Corporate filing
in the state of Domicile as the exchange of Management Control of shares of
Common Stock without further action by the Holder thereof.

In the LOI, The Company must immediately issue 50,000,000 of its common stock
and shares and 10,000,000 of its Series A Prefer Voting stock. The shares will
be issued and held in Book Entry form with The Company’s Transfer Agent pending
execution of a Definitive Acquisition Agreement and re-issued post-closing to
current SELLER shareholders according to the terms of the Agreement. In
addition, Preferred A Stock will be issued using the individuals provided by
SELLER to the Transfer Agent to transfer the voting shares to establish the
advisory board.

A corporate Action has two levels that will require a quorum of the board member
to vote:

1. Material Events that affect the corporate structure

2. A transaction, including the Subsidiary, will not occur without their

participation.

3. The Allocating of Working Capital outside normal business operations.

4. Any transaction over 2% of previous last Quarterly Net Income.

Either one of the above events will require a special meeting with two or more
board members; the member must include the Chairman and one director to make the
mandatory quorum. Afterward, a vote to proceed requires all four board members
to vote.

Each Corporation requires notification in writing, by certified letter, text
message, or email of any material event which will potentially affect the
business performance or result from performance motivation by customers or legal
action imposed by a third party. In addition, the member must agree to postpone
any action until each Party can review and submit a position suggested action
and vote agree on such actions.

This Agreement requires that SELLER management has complete control over the
daily operation. For example, to allocate personnel and resources on projects,
to conduct business development as a subsidiary of the parent company.

In addition, the Parent company and Subsidiary agree under the mandatory special
meeting provision to disclose any business issues relating to Corporate Actions.
To openly address any issue that affects the productivity of the business
relationship.

In concert with the Exit Strategy and Rollout plan, each Section has established
conditions whereby the parties have agreed to a Six-Month performance period to
reevaluate the DAA with the option to terminate the DAA. If SELLER elects to
exercise the cancelation, the stock return option:

1. The Book Entry 20,000,000 Unissued Shares,

2. The 10,000,000 Prefer Series Class A stock, and

3. Ten million of the shares from Clifford Pope.

In addition, this Agreement includes a rollout provision for Montech to go
public. Finally, as proposed, Company agrees willfully to develop a market
presence for SELLER to become recognized as a subsidiary of a public trading
company in the market maker arena.

Lastly, Company will provide the funding resource for the legal services to
prepare formal documents for submission to SEC for SELLER.

Once SELLER acquires notification of approval to become a public company, this
Agreement provides a provision for all Series Class, A Preferred Stock, to
cancel and transfer back to Company without any impediments.

The Exit Strategy Option is a provision for SELLER to exit before going Public,
terminating the Agreement offered by Company. If SELLER elects to opt out of
going Public, it issues a disinterest in being a subsidiary with Company or for
any reason, which is an option of this DAA for the Transfer Agent to cancel:

The Series Class-A Prefer Stock includes the common restricted Common shares
defined as unissued services for SELLER members.

1. It will also terminate the Seller appointment on Board of director positions.

2. Issue a release stating all 20,000,000 Unissued Shares back to Company to

avoid a stock deficiency in shareholder equity by Issuing stock without

receiving payment or cash equivalent.

3. Only 20,000,000 of the Book-Entry Common Stock issued by Clifford Pope will

remain as insurance to Shareholders as Good well for the DAA.

Financial Statements: On or before the Closing Date, Seller shall provide
financial statements for inclusion in the Company OTCmarkets filings, including
requisite auditor consent.

Immediately following the Closing Date, the Board of Directors of Company shall
initially consist of 2 members, including the Chairman of the Board. The Seller
Founder and appoint one arbitrary to help in settlements where the two parties
disagree but require a joint decision. On the Closing Date, the current officer
and Director of Company shall include an SELLER staff member on the Board
Member, Office/Director title to be determined.

Restriction on Sale securities issued according to the Acquisition will be
“restricted.” Stock will be subject to all applicable resale restrictions
specified by SEC federal and state securities laws.

Conditions to Closing: The Acquisition shall include certain customary closing
conditions for a transaction of this type, including the following: (i)
consummation of all required traditional instruments and agreements, (ii)
obtaining all necessary board, stockholder, and third-party consents, (iii)
satisfactory completion by Company and SELLER of necessary business and legal
due diligence.

Pre-Closing Covenants: Company and SELLER shall cooperate and use their
reasonable best efforts to execute and deliver the Acquisition Agreement and all
other documents necessary and desirable to affect the Transactions as soon as
possible and satisfy each condition to Closing specified thereunder.

SELLER agrees that it will retain counsel and auditors acceptable to Company to
advise SELLER in connection with the contemplated Transactions and continued
compliance post Acquisition.

Closing & Other Costs: All fees and expenses relating to the Transactions,
including all legal and accounting fees, will be payable at or shortly
post-Closing By Company.

Governing Law: This Agreement is governor under the corporation laws in the
State of Wyoming (without giving effect to principles of conflicts of laws)
. . .

Item 7.01 Regulation FD Disclosure: On 03/23/2022 and on April 8, 2022, the
Company issued a press release announcing the entry into the DAA. A copy of the
press release can found on OTCmarkets, as IJJP news is incorporated herein by
reference. The information contained in this Item 7.01, hereto, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise be subject to liability
of that Section, nor shall such information be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, regardless of any general incorporation language in
such filing, unless the registrant specifically incorporates it by reference in
a document filed under the Securities Act or the Exchange Act. Forward-Looking
Statements Any forward-looking statements contained in this Current Report on
Form 8-K are intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, information regarding the Asset
Purchase, the expected timetable for completing the Asset Purchase, future
financial and operating results, the benefits, synergies, and accretion related
to the Asset Purchase, and any other statements by the Company’s management
regarding future expectations, beliefs, goals, plans, or prospects.
Forward-looking statements can often be identified by words such as
“anticipates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,”
“will,” or “continue,” and similar expressions and variations or negatives of
these words. Actual events and/or results may differ materially and adversely
from such forward-looking statements as a result of certain risks and
uncertainties including, but not limited to, the occurrence of any event,
change, or other circumstances that could give rise to the termination of the
Purchase Agreement; the outcome of any legal proceedings that could be
instituted against the Company or the Company’s board of directors related to
the Asset Purchase or the Purchase Agreement; the ability to satisfy the closing
conditions of the Stock exchange when anticipated or at all, including the
receipt of all regulatory approvals related to the transaction requiring stock
to book entry and issued as a certificate, and the ability to close the DAA; the
Company’s and Seller abilities to set forth in the Commitments as described; the
Company’s ability to successfully integrate the financial acquired and employees
transferred pursuant to the Acquisition Agreement; the risk that the Company may
not realize the anticipated benefits from the teaming; the availability and
pricing of third-party software to formulated and assembly and the resources to
operate as a prime and subsidiary; the of the business industry; risks that the
proposed transaction disrupts current plans and operations and the potential
difficulties; the Company’s ability to obtain design wins from customers;
technological and product development risks; enforcement and protection of
intellectual property rights and related risks; risks related to the security of
our information systems and secured network; changes in laws, regulations,
and/or policies that could adversely affect the Company’s operations and
financial results, the economy, customer demand for products, the financial
markets, or the effects of exchange rate fluctuations; risks of changes in U.S.
or international tax rates or legislation; the effects of the global COVID-19
pandemic; the effects of local and national economic, credit, and capital market
conditions on the economy in general; and other risks and uncertainties
described herein, as well as those risks and uncertainties discussed from time
to time in the Company’s other reports and other public filings with the SEC,
including, but not limited to, those detailed in the Company’s Annual Report on
OTCMarKets for the year ended October 31, 2021 (and/or its most recent Quarterly
Report on January 31, 2022), filed with the OTCMarkets. Any forward-looking
statements contained in this Current Report on Form 8-K are made only as of the
date hereof and should not be relied upon as representing the Company’s views as
of any subsequent date, and the Company undertakes no obligation to update or
revise the forward-looking statements, whether as a result of new information,
future events, or otherwise.

Item 9.01 Financial Statements and Exhibit

Not Included

IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly
authorized.


IJJ CORPORATION.
By: /s/ Clifford Pope
Name: Clifford Pope
Title: Chief Executive Officer

MONTECH, INC.


By: /s/ Olu Akinwande,
Name: Olu Akinwande,
Title: Founder and Chief Technical Officer

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s