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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) August 30, 2013
Miami Days Corp.
(Exact name of registrant as specified in its charter)
Nevada 333-183814 80-0832746
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1504 Bay Road, Suite 924, Miami FL 33139
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 786.222.7673
N/A
(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
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Our company has entered into a Share Exchange Agreement with Life Stem Genetics,
Inc. ("LSG") and the shareholders of LSG that will result in the company
acquiring 100% of the outstanding shares of LSG and in exchange the LSG
shareholders will receive restricted shares of our company. The restricted
shares to be issued to the LSG shareholders will represent 60% of then issued
shares of our company at the closing of Agreement and related transactions. The
Agreement commits our company to provide a $500,000.00 financing to LSG to be
used for advancement of its business objectives. The Agreement is set to close
on or before September 19, 2013, prior to which time the parties to the
Agreement must perform normal pre-closing commitments.
In addition to the foregoing, the following is a brief description of the terms
and conditions of the Share Exchange Agreement that are material to us:
1. no material adverse change will occur with the business or assets of
our company or LSG since the effective date of the Agreement;
2. our company and LSG will be reasonably satisfied with their respective
due diligence investigation of each other;
3. LSG will have provided us with audited financial statements for the
period from inception to June 30, 2013.
Due to conditions precedent to closing, including those set out above, and the
risk that these conditions precedent will not be satisfied, there is no
assurance that we will complete the share exchange as contemplated in the
Agreement.
The above description of the Share Exchange Agreement is qualified by reference
to the Agreement, which is attached as Exhibit 2.1 to this Current Report.
Gloria Simov, an officer and director of our company is also an officer and
director of LSG. Ms. Simov is also a major shareholder of LSG.
Life Stem Genetics, Inc. is a State of South Dakota corporation engaged in the
business of providing stem cell therapy treatments.
ITEM 9.01 EXHIBITS
Exhibits. The following exhibits are included as part of this report:
2.1 Share Exchange Agreement with Life Stem Genetics, Inc., dated August 30,
2013
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.
MIAMI DAYS CORP.
/s/ Gloria Simov
-------------------------------------
Gloria Simov
President and Director
Date: August 30, 2013
