Proposed Merger

9 Months Ended

Feb. 28, 2015

Proposed Merger [Text Block]

6.	Proposed Merger
	On April 13, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE, Inc., a company incorporated pursuant to the laws of the State of Washington (“VNUE”), and TGRI Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, at the effective time, VNUE will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity that will succeed to all of the assets, liabilities and operations of VNUE and VNUE will effectively become our wholly-owned operating subsidiary (the “Merger”). At the effective time of the Merger, the outstanding shares of VNUE will automatically convert into the right to receive shares of Company common stock as consideration for the Merger, and the shareholders of VNUE will control approximately 80% of the Company’s outstanding stock.
	The Merger Agreement contains customary terms and conditions for agreements of this type, including completion of due diligence by the parties and approval of the Merger by VNUE shareholders. At the effective time of the Merger, VNUE’s current officers and directors will be appointed as officers and directors of the Company. The Merger will become effective upon the completion of certain filings with the Secretary of State for the State of Nevada, which is expected to occur on or about April 30, 2015. There can be no assurance that the merger will be completed as proposed, or at all.