SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
Date of Report (Date of earliest event reported): December 11, 2012
DMH INTERNATIONAL, INC.
(Exact name of Company as specified in its charter)
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
On December 11, 2012, we entered into a Share Exchange Agreement (the Exchange Agreement) with Touch Medical Solutions, Inc. (TMSI) a Florida Corporation and the shareholders of TMSI (the Shareholders). In connection with the closing of this transaction, we acquired all of the issued and outstanding shares of TMSI, which resulted in a parent-subsidiary relationship, (the Acquisition).
In addition, pursuant to the terms of the Exchange Agreement:
The Shareholders of all of the capital stock of TMSI issued and outstanding immediately prior to the closing of the Acquisition, exchanged their shares into Twenty Five Million shares (25,000,000) of our common stock. As a result, the shareholders of TMSI received 25,000,000 newly issued shares of our common stock.
Jorge R. Urrea, our former sole Officer and Director, agreed to cancel One Hundred Million shares (100,000,000) of his common stock.
As a result, immediately following the Acquisition, there were One Hundred Sixty One Million shares (161,000,000) of common stock issued and outstanding.
TMSI provided customary representations and warranties and closing conditions, including the unanimous approval of the Acquisition by its shareholders.
As of the date of the Exchange Agreement and currently, there are no material relationships between us or any of our affiliates and TMSI, other than in respect of the Exchange Agreement.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As used in this Current Report on Form 8-K, all references to the Company, DMH International, we, our and us or similar terms, refer to DMH International, Inc., including its predecessors and its subsidiaries, except where the context makes clear that the reference is only to TMSI. Information about the Company and the principal terms of the Acquisition are set forth below.
On December 11, 2012, in accordance with the Exchange Agreement dated December 11, 2012, we acquired all of the issued and outstanding shares of TMSI, which resulted in a parent-subsidiary relationship.
In exchange for all of the issued and outstanding shares of TMSI, the shareholders of TMSI received 25,000,000 shares of our common stock, which represented approximately 15.5% of our outstanding common stock following the Acquisition and related transactions described in Item 1.01 of this Current Report.
There were 236,000,000 shares of our common stock outstanding before giving effect to the stock related matters of the Acquisition. Following these events, there were 161,000,000 shares outstanding, including:
Prior to the Acquisition, there were no material relationships between us and TMSI, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors, other than as disclosed in this Current Report or our other filings with the Securities and Exchange Commission.
The Acquisition and its related transactions were approved by the holders of a requisite number of shares of TMSIs common stock by shareholder meeting. One Hundred percent (100%) of TMSI stockholders of TMSI approved the Acquisition.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the Acquisition, the previous shareholders of TMSI received Twenty Five Million shares (25,000,000) of our common stock. The 25,000,000 shares of our common stock which were issued to the Shareholders as of the effective date of the Acquisition, were not registered under the Securities Act of 1933, as amended (the Securities Act), but were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under the section, which exempts transactions by an issuer not involving any public offering.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The Exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DMH INTERNATIONAL, INC.