RE: Human Brands3 Oct 2018 12:18
10/02/2018 | 06:03pm BST
Item 2.01 Completion of Acquisition of Assets.
On September 17, 2018, Sears Oil and Gas Corporation, a Nevada corporation (the "Company") filed a Form 8-K to disclose that on September 13, 2018, it had entered into an Asset Purchase Agreement ("Agreement) with Human Brands International, Inc., a Nevada corporation ("HBI"). Pursuant to the Agreement, the Company agreed to acquire from HBI certain assets of HBI (the "Assets") in exchange for 3,5000,000 shares of common stock of the Company and $50,000 in cash (the "Acquisition"). The acquisition transaction was completed on September 28, 2018 and the shares were issued and delivered and the cash portion of the purchase price was paid on that date. The Assets acquired are certain "Tequila Alebrijes Products and Property Rights". The total acquisition purchase price is valued as follows:
Agreed Upon Value of purchased Assets
$5,450,000
Cash portion of purchase price
$ 50,000
Stock portion of Purchase Price
$5,400,000
The Company did not acquire any ongoing operation of HBI. The Company did not merge with or acquire an equity interest in HBI. The Company made no changes in its officers or directors. The Company did not hire any employee of HBI. The transaction was essentially the acquisition of certain rights to distribute, rights to use a brand and a limited amount of inventory. The Company intends to either assign the acquired assets to a third party for a royalty or contract with one or more other entities to market products under the Tequila Alebrijes brand on behalf of the Company.