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

Date of Report (Date of earliest event reported) April 20, 2018

EVOLUTION BLOCKCHAIN GROUP INC.
(Exact name of registrant as specified in its charter)

Nevada 333-196921 36-4852858
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation)   Identification No.)

1853 King Beach Avenue, Las Vegas, Nevada 89123-4300
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 360-739-7960

___________________________________________________
(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))

 

Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion Of Acquisition Or Disposition Of Assets
Item 3.02 Unregistered Sales of Equity Securities

Effective April 20, 2018, we executed an asset purchase agreement with 10604496 Canada Corporation, to acquire the asset “Gamebitcoin”, a game specific blockchain development tailored to gaming transactions, together with certain related intellectual property assets of 10604496 Canada Corporation. The consideration for the purchase was an aggregate of 26,400,000 restricted shares of common stock of our company.

The assets acquired consist of: Ludo mobile application, gamebit.vip domain/website, Gamebitcoin blockchain token (ERC-20 token), Gamebitcoin.us application/development, bangforyourbuck.bet mobile application, Gamebitcoin intellectual expertise in crypto currency mining, Gamebitcoin linux blockchain development expertise, Gamebitcoin code/funtionally complete Alpha, Gamebitcoin strategies for using a blockchain for social gaming, Gamebitcoin expertise in crypto currency trading, Gamebitcoin crypto mining software development expertise, Gamebitcoin blockchain marketing expertise, Call of Booty application in development and Prince and the Pauper mobile application. The entire Gamebitcoin and related systems will be built upon the idea of peer-to-peer blockchain technology. See Schedule 2 of the Asset Purchase Agreement attached for full list of intellectual and other property acquired.


2

On April 24, 2018, we issued an aggregate of 26,400,000 unregistered and restricted common shares of our company to close the transaction for the acquisition of Gamebitcoin. As directed by the Vendor and pursuant to the terms of the asset purchase agreement, we issued the securities collectively to 21non-US persons and two US persons (as that term is defined in Regulation S of the Securities Act of 1933), either in an offshore transaction relying on Regulation S, or pursuant to section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits
   
10.1 Asset Purchase Agreement with 10604496 Canada Corporation, dated April 20, 2018.
   
10.2 Assignment of Rights with 10604496 Canada Corporation, dated April 24, 2018.
   
10.3 Assignment of Rights with Dominic Dos Santos, dated April 24, 2018

 

SIGNATURES

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.

 

EVOLUTION BLOCKCHAIN GROUP INC.

 

/s/Lawrence Stephenson  
Lawrence Stephenson  
President, Chief Executive Officer, Secretary, Treasurer  
and Director  
   
Date: April 25, 2018  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



Assignment of Rights

10604496 CANADA CORPORATION (the “ Assignor ”. "Gamebitcoin") in consideration of the sum of 24,000,000 shares (see “ Schedule 1 ” attached) of Evolution Blockchain Group Inc. the receipt and sufficiency of which is hereby acknowledged, do hereby sell, assign, transfer, convey and set over to Evolution Blockchain Group (the “ Assignee ”), whose registered and records office is 1853 King Beach Avenue, Las Vegas, Nevada, 89123-4300 all of the Assignor’s sole and exclusive right, title and interest in and to the copyright, trademarks, and all other intellectual property and proprietary rights throughout the world and all results and proceeds of Assignor’s work on the development and creation of the ideas, concepts, proposals, designs, computer code, and other materials (collectively the “ Works ”) for the businesses, technologies, and products now known as Gamebitcoin created by the Assignor. Without limiting the foregoing, this grant and assignment of rights includes all: (i) rights, interests, choses in action; (ii) business and strategic plans, business summaries, business procedures and processes, business and financial forecasts and reports, prospective product offerings, pricing policies and methods, vendor and business partner identities, purchasing methods and information, operational material and manuals, financial data, accounting information and systems, customer lists, customer profiles and purchase preferences, marketing plans, market analysis reports, sales data, marketing forecasts, licensing procedures, leasing information, technical and engineering data, drawings, models, software products, source code, algorithms, object and load modules, content, formulas, design specifications, progress and development reports, coding sheets, flow charts, employee information, corporate information, and phone lists; (iii) trademarks, service marks, copyrights, patents, design patents, utility patent, and similar rights throughout the world, whether registered or unregistered, and all applications, registrations, renewals and extensions thereof.

To the extent that the Assignor may be entitled, now or in the future, to any so-called “moral rights of authors” or analogous rights pursuant to the Copyright Act (Canada), or otherwise, the Assignor hereby waives and relinquishes all such rights in and to the Work in favor of the Assignee and its assignees and licenses to the fullest extent permitted by law.

Assignor hereby warrants and represents that it has not sold, assigned, hypothecated, encumbered or otherwise transferred (or entered into an agreement to do any of the foregoing) the rights being assigned hereunder to Assignee, and that Assignor has the full right, power and authority to make the within Assignment.

Assignor shall not use information related to the Works for any purpose whatsoever without the express prior consent of the Assignee, and shall perpetually maintain the confidentiality of such information to the extent it is not known to the general public.

Assignor agrees to indemnify, defend and hold Assignee harmless from any liability (including reasonable legal fees) resulting from the breach or inaccuracy of the foregoing representation and agrees to defend Assignee’s title and interest to the rights assigned herein.

Executed this ____ day of April 2018.

 


Schedule 1

10604496 CANADA CORPORATION (Gamebitcoin) authorizes the share distribution for Assignment of Rights as follows:

 



Assignment of Rights

Dominic Dos Santos, (the “ Assignor ”) do hereby sell, assign, transfer, convey and set over to Evolution Blockchain Group (the “ Assignee ”), whose registered and records office is 1853 King Beach Avenue, Las Vegas, Nevada, 89123-4300 all of the Assignor’s sole and exclusive right, title and interest in and to the copyright, trademarks, and all other intellectual property and proprietary rights throughout the world and all results and proceeds of Assignor’s work on the development and creation of the ideas, concepts, proposals, designs, computer code, and other materials (collectively the “ Works ”) for the businesses, technologies, and products now known as Gamebitcoin created by the Assignor. Without limiting the foregoing, this grant and assignment of rights includes all: (i) rights, interests, choses in action; (ii) business and strategic plans, business summaries, business procedures and processes, business and financial forecasts and reports, prospective product offerings, pricing policies and methods, vendor and business partner identities, purchasing methods and information, operational material and manuals, financial data, accounting information and systems, customer lists, customer profiles and purchase preferences, marketing plans, market analysis reports, sales data, marketing forecasts, licensing procedures, leasing information, technical and engineering data, drawings, models, software products, source code, algorithms, object and load modules, content, formulas, design specifications, progress and development reports, coding sheets, flow charts, employee information, corporate information, and phone lists; (iii) trademarks, service marks, copyrights, patents, design patents, utility patent, and similar rights throughout the world, whether registered or unregistered, and all applications, registrations, renewals and extensions thereof.

To the extent that the Assignor may be entitled, now or in the future, to any so-called “moral rights of authors” or analogous rights pursuant to the Copyright Act (Canada), or otherwise, the Assignor hereby waives and relinquishes all such rights in and to the Work in favor of the Assignee and its assignees and licenses to the fullest extent permitted by law.

Assignor hereby warrants and represents that it has not sold, assigned, hypothecated, encumbered or otherwise transferred (or entered into an agreement to do any of the foregoing) the rights being assigned hereunder to Assignee, and that Assignor has the full right, power and authority to make the within Assignment.

Assignor shall not use information related to the Works for any purpose whatsoever without the express prior consent of the Assignee, and shall perpetually maintain the confidentiality of such information to the extent it is not known to the general public.

Assignor agrees to indemnify, defend and hold Assignee harmless from any liability (including reasonable legal fees) resulting from the breach or inaccuracy of the foregoing representation and agrees to defend Assignee’s title and interest to the rights assigned herein.

Executed this ____ day of April 2018.