MMDA recently filed a form 8-K, here's what it said
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement
On July 23, 2009, we entered into 9% convertible promissory notes (the "Notes") with certain investors (the "Holders") for an aggregate of $68,050. The maturity date of these Notes is October 1, 2009. Pursuant to the terms of the Notes, the Holders shall have the right from time to time, and at any time on or prior to maturity to convert all or any part of the outstanding and unpaid principal amount of these Notes into fully paid and non-assessable shares of Common Stock, $.001 par value per share. The number of shares of Common Stock to be issued upon each conversion of these Notes shall be determined by dividing the amount of principal and accrued interest to be converted ("Conversion Amount") by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"). The Conversion Price shall be equal to the average closing bid price of the Common Stock (as reported by Bloomberg L.P.) on the OTC Bulletin Board for the ten (10) trading days prior to the date of the Conversion Notice (the "Conversion Date") multiplied by .80 provided that the Notice of Conversion is submitted by to our company before 6:00 p.m., New York, New York time on such Conversion Date. However, the Conversion Price shall not exceed $0.05.
The foregoing description of the Notes contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete texts attached hereto as exhibits.
Item 3.02 Recent Sales of Unregistered Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the recent sales of unregistered securities is incorporated by reference into this Item 3.02. These securities are issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These securities qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
Item 9.01 Financial Statement and Exhibits.
(c) Exhibits.
Exhibit No. Description
10.1 9% Convertible Promissory Note between the Company and
Eugene Khavinson, dated July 23, 2009
10.2 9% Convertible Promissory Note between the Company and
Steven Fruman, dated July 23, 2009
_________________________________________________
Is item 3.02 directly related to the beg-a-thon? It didn't say anywhere on the site or on my Facebook group that they were selling shares of MMDA, in fact there was a disclaimer on the bottom that donations were not tax deductible and listeners were NOT buying securities of MMDA by donating. Technically, they were selling items (and dates with dance artists) for highly inflated prices.
If I cut a penny in half, I could get a share of Mega Media and still have something left over :-(
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement
On July 23, 2009, we entered into 9% convertible promissory notes (the "Notes") with certain investors (the "Holders") for an aggregate of $68,050. The maturity date of these Notes is October 1, 2009. Pursuant to the terms of the Notes, the Holders shall have the right from time to time, and at any time on or prior to maturity to convert all or any part of the outstanding and unpaid principal amount of these Notes into fully paid and non-assessable shares of Common Stock, $.001 par value per share. The number of shares of Common Stock to be issued upon each conversion of these Notes shall be determined by dividing the amount of principal and accrued interest to be converted ("Conversion Amount") by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"). The Conversion Price shall be equal to the average closing bid price of the Common Stock (as reported by Bloomberg L.P.) on the OTC Bulletin Board for the ten (10) trading days prior to the date of the Conversion Notice (the "Conversion Date") multiplied by .80 provided that the Notice of Conversion is submitted by to our company before 6:00 p.m., New York, New York time on such Conversion Date. However, the Conversion Price shall not exceed $0.05.
The foregoing description of the Notes contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete texts attached hereto as exhibits.
Item 3.02 Recent Sales of Unregistered Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the recent sales of unregistered securities is incorporated by reference into this Item 3.02. These securities are issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These securities qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
Item 9.01 Financial Statement and Exhibits.
(c) Exhibits.
Exhibit No. Description
10.1 9% Convertible Promissory Note between the Company and
Eugene Khavinson, dated July 23, 2009
10.2 9% Convertible Promissory Note between the Company and
Steven Fruman, dated July 23, 2009
_________________________________________________
Is item 3.02 directly related to the beg-a-thon? It didn't say anywhere on the site or on my Facebook group that they were selling shares of MMDA, in fact there was a disclaimer on the bottom that donations were not tax deductible and listeners were NOT buying securities of MMDA by donating. Technically, they were selling items (and dates with dance artists) for highly inflated prices.
If I cut a penny in half, I could get a share of Mega Media and still have something left over :-(
