APGS .02 S FALLING HUGE UNDISCOVERED 8-K >>
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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 13, 2012, we entered into a letter of intent (the “Letter of Intent”) with Renaissance Partner Group, Inc doing business as Winhire Inc. (collectively, “RPG”), regarding our intent to acquire 100% of the issued and outstanding equity securities of RPG and the issuance of the Company’s shares to RPG’s shareholders in an amount equal to 65% of the issued and outstanding shares of the Company (the “Transaction”). Upon closing of the Transaction, the current Chief Executive Officer of RPG, Giri Devanur, will be appointed Chief Executive Officer of the Company.
Pursuant to the Letter of Intent, the Company will issue shares to RPG whereas the current shareholders of RPG will be issued 65% of the issued and outstanding shares of the Company after closing of the merger. The Transaction is subject to due diligence and both shareholder and board approval of both companies.
The foregoing descriptions of the terms of the Letter of Intent do not purport to be complete and are qualified in their entirety by reference to the provisions of such Letter of Intent filed as Exhibits 10.1 to this Current Report on Form 8-K.
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Item 1.02
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Termination of a Material Definitive Agreement.
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On December 3, 2012, the Company terminated the Letter of Intent with RPG regarding the Company’s acquisition of 100% of the issued and outstanding equity securities of RPG and the issuance of shares of the Company’s common stock to our shareholders in an amount equal to 65% of the issued and outstanding equity securities of the Company.
After the Company completed review of the due diligence materials, the Company determined that it was in the Company’s best interests to terminate the Transaction, effective immediately. The Company has no further obligations under the Letter of Intent.
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Item 8.01
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Other Items.
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On November 13, 2012, the Company issued a press release entitled “ Apps Genius Corporation Signs Binding Letter of Intent to Acquire Renaissance Partner Group, Inc., DBA WinHire Inc” . A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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The following exhibit is furnished herewith:
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Exhibit
Number
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Description
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10.1
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Apps Genuis Corp and RPG Letter of Intent dated November 13, 2012.
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99.1
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Press Release titled ““ Apps Genius Corporation Signs Binding Letter of Intent to Acquire Renaissance Partner Group, Inc., DBA WinHire Inc ” dated November 13, 2012.
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2
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, thereunto duly authorized.
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APPS GENIUS CORP
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Date: December 4, 2012
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By:
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/s/ Adam Kotkin
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Adam Kotkin
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Chief Executive Officer and Director
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