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EX-10.7 - PURCHASE AGREEMENT - LIFESTYLE MEDICAL NETWORK, INC.ex10_7.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 3, 2010
 
EMERGING MEDIA HOLDINGS, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
000-52408
(Commission File Number)
13-1026995
(IRS Employer Identification No.)
Nevada
(State or Other Jurisdiction of Incorporation)
 
1809 East Broadway Street, Suite 175
Ovieda, Florida 32765

 (Address of Principal Executive Offices)
(Zip Code)
 
(407) 620-1063

(Registrant’s Telephone Number, Including Area Code)
 

(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 (see General Instruction A.2. below):
 
¨ 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 August 3, 2010, Emerging Media Holdings, Inc. (“we”, “us” or the “Company”) entered into a Purchase Agreement (“Purchase Agreement”) with Stipula Financial Inc., a British Virgin Islands corporation (“Stipula Financial”), pursuant to which the Stipula Financial agreed to purchase from us eighty (80%) percent of the outstanding shares of SC Genesis International S.A., a joint stock company incorporated under the laws of Romania (“Genesis”). We had acquired sixty (60%) of the outstanding shares of Genesis for $4,800,000, pursuant to a Share Purchase Agreement, executed as of June 10, 2009, by and between the Company and Genesis.  Effective February 23, 2010, we also purchased an additional 20% of the outstanding shares (32,000 shares) of Genesis from SC Straco Grup SRL, a Romanian company, in exchange for the issuance of 1,250,000 shares of our common stock. Genesis has, as its principal business, the construction of roads and highways.  

The consideration for the sale of our 80% interest in Genesis under the Purchase Agreement was the assignment and transfer to us by certain of our stockholders of 8,413,400 shares of our common stock.

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

On August 3, 2010, we completed the sale of our 80% interest in Genesis to Stipula Financial, in exchange for the assignment and transfer to us of 8,413,400 shares of our common stock, which shares were reacquired by us at the closing as treasury shares and will be restored to the status of authorized but unissued shares.


FOR THE FULL TERMS OF THE PURCHASE AGREEMENT WITH STIPULA, PLEASE REFER TO THE COPY OF THAT AGREEMENT FILED AS EXHIBIT 10.6 TO THIS REPORT.


Section 9-Financial Statements and Exhibits
 
Item 9.01 Financial Statements and Exhibits
 
(c) Exhibits
 
Exhibit No. 
 
Description
     
10.7
 
Purchase Agreement, dated as of August 3, 2010, be between the Company and Stipula Financial Inc.

 
 

 
 
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.
 
 
 
   
EMERGING MEDIA HOLDINGS, INC.
 
       
 
By:
/s/  Iurie Bordian
 
 
Name:
Iurie Bordian
 
 
Title:
Chief Executive Officer
 
 
 
 
Date: August 6, 2010