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SHARE EXCHANGE AGREEMENT WITH GLOBAL SYSTEM DESIGNS, INC.
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12 Months Ended | ||
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Dec. 31, 2014
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| Share Exchange Agreement With Global System Designs Inc [Abstract] | |||
| SHARE EXCHANGE AGREEMENT WITH GLOBAL SYSTEM DESIGNS, INC. |
On May 7, 2014, the Company executed a Letter of Intent ("LOI") with GSD, pursuant to which:
(a) GSD would provide, or arrange for the provision of, a secured bridge loan for the benefit of the Company that would provide net proceeds to the Company of not less than $1,350,000, to be used for working capital purposes (the "Convertible Notes") (See Note 6);
(b) GSD would undertake a private placement of equity securities of GSD to raise proceeds of not less than $4,500,000 (the "Financing"); and
(c) GSD would, directly or indirectly, acquire all of the issued and outstanding securities of the Company in exchange for the issuance of securities of GSD (the "Acquisition"), and, upon the closing of the Acquisition (the "Closing"), GSD would be controlled and managed by the former security holders and management of the Company.
On June 5, 2014, the Company executed an Amendment to the LOI, pursuant to which the parties agreed that upon closing of the Acquisition, all principal and accrued interest outstanding under the Convertible Notes will be converted (the "Conversion") into shares of common stock of the Company at a deemed conversion price of $0.35 per share on closing of the Acquisition. The conversion price was subject to adjustment if the Company effected any forward stock splits or consolidations prior to such conversion. In addition, each of the parties agreed that upon completion of the Acquisition and the Financing (including payment of any commissions related to the Financing), GSD will have not more than 60 million shares issued and outstanding.
On October 16, 2014, the Company completed the Share Exchange Agreement with GSD, pursuant to which 36,000,000 shares of bBooth were exchanged for 36,000,000 shares of common stock of GSD. In connection with the closing of the Share Exchange Agreement, 2,079,073 shares of previously outstanding GSD stock were cancelled.
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