8-K

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): December 30, 2016

MOMENTOUS ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55451	46-4446281
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		Number)

PO Box 861, Sugar Land, Texas 77487-0861
(Address of principal executive offices)

800-314-8912

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:

   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, l4a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (1 7 CFR 240, 14d-2(b)

   Pre-commencement communications pursuant to Rule I 3e-4(c) under the Exchange Act (I 7 CFR 240, 13e-4(c)

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Unless otherwise indicated, in this Form 8-K, references to "we," "our," "us," the "Company," "MEG" or the "Registrant" refer to Momentous Entertainment Group, Inc.

Item 1.01.

Extension of a Material Definitive Agreement.

On December 30, 2016, Momentous Entertainment Group, Inc., a Nevada company (the "Company" or “MEG”), entered into an extension agreement with VZ Network Holdings, Inc. extending the closing date of the Share Exchange Agreement described in a Letter of Intent originally executed on November 25, 2016 to a date on or before February 28, 2017.  A copy of the letter agreement extending the signing deadline for the Share Purchase Agreement of VZ Network Holdings, Inc. is attached as Exhibit 2.1 hereto and incorporated herein by this reference.

Overview of Transactions

On November 25, 2016, VZ Network Holdings, Inc., including its wholly-owned subsidiaries Poolworks Limited (“VZ”), together with MEG executed a Letter of Intent (the “LOI”) covering MEG’s intent to purchase VZ. Pursuant to the terms of the LOI, MEG would execute a Share Exchange Agreement with VZ purchasing all the issued and outstanding shares of VZ for newly-issued preferred stock of MEG with a closing date agreed upon for January 2, 2017. If the Share Exchange Agreement is executed, VZ would become a wholly-owned subsidiary of MEG.

On November 29, 2016, the Company issued a press release announcing the signing of the LOI describing MEG’s intent to acquire VZ. A copy of the press release is attached as Exhibit 99.7

 Extension of Transaction

On December 30, 2016, VZ, including its wholly-owned subsidiary Poolworks Limited, and MEG, executed an Extension Agreement to extend the closing date of the Share Exchange Agreement to a date on or before February 28. 2017.  The Extension provides time for VZ to negotiate with certain VZ significant creditors to reach a credit solution on certain outstanding debt that is acceptable to all parties involved, including MEG. MEG cannot guarantee that the negotiations will result in an outcome that is acceptable to all parties.  In the event that VZ is unable to reach agreeable solutions, MEG will be unable to close the acquisition of VZ Network Holdings 

Item 8.01.

Other Events.

On January 3, 2017, the Company issued a press release announcing the extension of the closing date of Acquisition Agreement described in the LOI. A copy of the press release is attached as Exhibit 99.8

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
2.1	Letter of Intent, dated November 25, 2016, by and among the Company and VZ Network Holdings, Inc. agreeing to acquire Agreement.
2.2	Extension agreement letter, dated December 30, 2016, by and among the Company and VZ Network Holdings, Inc.
99.7	Press Release
99.8	Press Release

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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.  

Date: January 3, 2017

Momentous Entertainment Group, Inc.

        (Registrant)

/s/ Kurt E. Neubauer

KURT E. NEUBAUER

Chief Executive Officer

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EX-2.1

EX-2.2

EX-99.7

MOMENTOUS ENTERTAINMENT GROUP TO ACQUIRE GERMAN SOCIAL NETWORKS STUDIVZ AND MEINVZ

Social Media Acquisition Expands Distribution in Germany, Switzerland and Austria

LAS VEGAS, NEVADA, November 29, 2016 – Momentous Entertainment Group, Inc. (“Momentous”) (OTCBB:MMEG), a diversified media company with a focus on technology that creates, produces and distributes quality content across various media platforms, announced today that it has executed a binding Letter of Intent to acquire Poolworks Germany Ltd (“Poolworks”), one of the largest social media companies in Europe with its social networks studiVZ and meinVZ, for $10 million in preferred stock. The transaction is expected to close by the end of December 2016.

“This is a significant acquisition that allows us to target the German speaking market with our expanding entertainment content library,” said Momentous CEO, Kurt Neubauer.  “Additionally, we are committed to relaunching the web and mobile platforms to increase user engagement and retention, expand the video features and add capabilities to attract a younger audience.”

“Considering Microsoft’s anticipated purchase of LinkedIn valuated at $247 per user and FaceBook’s valuation of $200 per user(1); acquiring Poolworks for $1 per user affords the opportunity for substantial growth.” Mr. Neubauer also stated, “The Poolworks acquisition will bring the necessary asset value to Momentous to begin to consider the process of a possible uplisting to the NASDAQ or the New York Stock Exchange.

The studiVZ platform was founded in 2005 in Berlin and received investment capital from Lukasz Gadowski, Georg von Holtzbrinck Publishing Group and the Samwer brothers.  It was acquired along with meinVZ by Georg von Holtzbrinck Publishing Group in 2007 for 85 million euros and then by financiers Michael Pope and Adam Levin in 2012.  Today, studiVZ and meinVZ have more than 10 million registered users and over 45 million page impressions per month, largely in the German-speaking countries of Germany, Switzerland and Austria.

“We are happy that studiVZ and meinVZ will find a new home with the Momentous Group, who will provide the necessary resources to improve and grow the platforms.  Although the German social media landscape is competitive, Momentous has an advantage with its ability to quickly produce, source and deliver engaging content,” said Michael Pope, Chief Operating Officer at Poolworks.  “Also, the executive team at Momentous has committed to maintain a strong focus on information security for its users, something that competing German social networks continue to neglect.”

In a news release issued last July, Momentous stated it would provide entertainment content to Poolworks social media sites, studiVZ and meinVZ.  The Company would deploy a Momentous online branded network with a full end-to-end OTT streaming service.  John Pepe, Jr., Chief Operating Officer of Momentous, has been working tirelessly to set up superb content suitable for streaming on Poolworks social media websites designed to draw and create recurring monthly revenue.”

Mr. Pepe stated, “Our goal is to provide the right content combinations to attract new subscribers and subscription renewals. Once this system is installed and operational, Momentous Entertainment will continue to offer additional video channels as they become available to provide broad viewing options for Poolworks subscribers.”

Footnote 1 - CNBC Article by Mark Fahey, 14 Jun 2016

http://www.cnbc.com/2016/06/14/microsoft-got-linkedin-users-at-a-discount.html

About Poolworks Germany Ltd.

Poolworks’ studiVZ and meinVZ record more than 10 million registered users between the ages of 16 and 59 and over 45 million page impressions per month. Established in Germany in 2005, Poolworks has evolved into a recognizable household name by developing new platforms, integrating content, and marketing social games.  To learn more, visit Poolworks’ websites: www.studivz.net and www.meinvz.net.

About Momentous Entertainment Group (MMEG)

Momentous Entertainment Group, Inc. is a diversified media company with a focus on technology that creates, produces and distributes quality content across various media platoforms.  Momentous has a combined management experience of more than 100 years in entertainment, technology and marketing.

Please note the Company may use social media to communicate with the public. This communication may include information that could be deemed material information. As a result, the Company encourages interested parties to review the information that it posts on the following social media channels: Facebook (https://facebook.com/momentousent13), Twitter (https://twitter.com/momentousent13), and LinkedIn (https://www.linkedin.com/company/10623581).

To learn more, visit Momentous Entertainment Group’s websites: Products Site www.momentousent.com, Music Site www.momentousmusic.com and Music One Corp www.music1.biz.

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management’s view of Momentous Entertainment Group Inc’s (MMEG) future expectations, plans and prospects. In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of MMEG to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents MMEG files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on MMEG’s future results. The forward-looking statements included in this press release are made only as of the date hereof. MMEG cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, MMEG undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by MMEG.

Contacts:

Tim Williams   800-314-8912   investors@momentousent.net

EX-99.8

MOMENTOUS ENTERTAINMENT GROUP POSTPONES POOLWORKS CLOSING TO NEGOTIATE CREDITOR CONCERNS

Transaction closing delayed to on or before February 28, 2017

LAS VEGAS, NEVADA, January 3, 2017 – Momentous Entertainment Group, Inc. (“Momentous”) (OTCBB:MMEG), a diversified media company with a focus on technology that creates, produces and distributes quality content across various media platforms, announced today that it has executed an extension agreement with VZ Network Holdings Inc., the owners of Poolworks Germany Ltd.

As previsously stated in a press release issued on December 20, 2016, all deal points between VZ Network Holdings Inc. and Momentous Entertainment Group, Inc. have been agreed to and this hasn’t changed.  However, due to negotiations with certain VZ Network Holdings Inc. creditors, the parties have agreed to delay the closing until agreeable solutions have been reached with the significant creditors.

Momentous’ CEO, Kurt Neubauer stated, “While management is very disappointed in the delay, we are hopeful the creditor negotiations can be resolved by the end of February 2017.  However, we cannot guarantee that an outcome from these negotiations will be acceptable to all parties.  In the event that VZ Network Holdings is unable to reach agreeable solutions, we will be unable to close the acquisition of VZ Network Holdings.”

About Poolworks Germany Ltd.

Poolworks’ studiVZ and meinVZ record more than 10 million registered users between the ages of 16 and 59 and over 45 million page impressions per month. Established in Germany in 2005, Poolworks has evolved into a recognizable household name by developing new platforms, integrating content, and marketing social games.  To learn more, visit Poolworks’ websites: www.studivz.net and www.meinvz.net.

About Momentous Entertainment Group (MMEG)

Momentous Entertainment Group, Inc. is a diversified media company with a focus on technology that creates, produces and distributes quality content across various media platoforms.  Momentous has a combined management experience of more than 100 years in entertainment, technology and marketing.

Please note the Company may use social media to communicate with the public. This communication may include information that could be deemed material information. As a result, the Company encourages interested parties to review the information that it posts on the following social media channels: Facebook (https://facebook.com/momentousent13), Twitter (https://twitter.com/momentousent13), and LinkedIn (https://www.linkedin.com/company/10623581).

To learn more, visit Momentous Entertainment Group’s websites: Products Site www.momentousent.com, Music Site www.momentousmusic.com, Music One Corp www.music1.biz and Poolworks’ www.studivz.net and www.meinvz.net.

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management’s view of Momentous Entertainment Group Inc’s (MMEG) future expectations, plans and prospects. In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of MMEG to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents MMEG files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on MMEG’s future results. The forward-looking statements included in this press release are made only as of the date hereof. MMEG cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, MMEG undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by MMEG.

Contacts:

Tim Williams   800-314-8912   investors@momentousent.net