BidVille to Acquire Children's DVD Maker/Distributor/Site DigiKidz Inc

[bargainbloodhound]

SEC Filing:

Form 8-K for BIDVILLE INC

21-Mar-2006

Entry into a Material Definitive Agreement


ITEM 1.01 Entry into a Material Definitive Agreement:
Letter of Intent Signed to Acquire DigiKidz from Media Magic

Effective March 20, 2006, the Board of Directors of Bidville, Inc. (the "Registrant") entered into a Letter of Intent with Media Magic, Inc., for a share exchange agreement in which the Registrant will acquire all of the outstanding shares of DigiKidz, Inc., a wholly owned subsidiary of Media Magic. DigiKidz, Inc., is a developer, producer, distributor and e-commerce marketer of personalized video products for children.

Pursuant to the terms of the agreement, the Registrant will issue 16,666,667 restricted, unregistered shares of our common stock, and a Common Stock Purchase Warrant for an equivalent number of additional shares, exercisable over five (5) years, to Media Magic in exchange for all of the issued and outstanding shares of DigiKidz, Inc., held by Media Magic. Upon closing of the exchange transaction in accordance with this agreement, DigiKidz will become a wholly owned subsidiary of Bidville.

As part of the transaction, the Registrant will also enter into a registration rights agreement with Media Magic with regard to the 16,666,667 shares of common stock, and the underlying shares of the Common Stock Purchase Warrant. Pursuant to that registration rights agreement, Media Magic will have the right, exercisable within two years of the closing date of the exchange transaction, to demand that the Registrant register under the Securities Act up to 100% of the shares issued as of the date of their registration request to Bidville.

Press Release:

Bidville, Inc., an innovative and growing Internet auction company and an alternative to eBay, has announced today that it has entered into a Letter of Intent to acquire DigiKidz, Inc., a south Florida producer and marketer of personalized DVD products for children, and owner and operator of the Internet e-commerce website, http://www.digikidz.com.

As an Internet marketer with strong strategic distribution alliances in place, the acquisition of DigiKidz is anticipated to increase Bidville's annual revenues substantially and assist it in generating increasing year-over-year earnings going forward. The agreement calls for Bidville to issue approximately 16.7 million shares of its common stock in addition to a common stock purchase warrant to Media Magic, Inc., the sole shareholder of DigiKidz. Once the acquisition closes, DigiKidz will operate as a wholly-owned subsidiary of Bidville and will continue to be managed by its senior management.

Based in West Palm Beach, Fla., with manufacturing and fulfillment operations in Cooper City, Fla., just outside of Ft. Lauderdale, DigiKidz proprietary product line sold online and through ``brick and mortar'' retail, features personalized English and Spanish language animated stories for children on DVD, which are distributed in the U.S. and Canada, and now entering multi-national distribution.

``We are very excited to announce the acquisition of DigiKidz, Inc., because of its strong following of family customers, and its many strategic marketing alliances that reach into the family marketplace nationwide -- both online and at retail, all of which are valuable to Bidville's brand building objectives,'' stated Brian Schuster, Bidville's newly-appointed Chairman of the Board. He added, ``DigiKidz also brings to us considerable online sales and marketing expertise, directly and through affiliates, that can help us grow our business.''

[jessie]

The tangled web of penny stock deals.  Robert W Pearce was Media Magic's CEO, and he was Bidville's corporate secretary, and he was on Bidville's board of directors, and he is the CEO of Bidville's major investor Royal Palm Capital.

Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "Now that the common shares of Media Magic are accurately reflected in the market place, we are pleased to be able to move forward and focus on the business itself.

http://www.globeinvestor.com/servlet/Art...0719005855

[bargainbloodhound]

The tangled web of penny stock deals.

All in the family.     BV's new CEO is from the same group of companies too, isn't he?  The shuffling back and forth gives them an excuse to issue a press release (and for the clueless BV to ooh and aah), but in reality nothing has changed....kind of reminds me of BidBay/AuctionCities and their bullwombat poo poo over the years.

The only ones who usually make money on penny stocks are the company insiders, and half the time (if not more) the company gets run into the ground/bled dry, and the small stock investors who were dumb enough to buy into the hype wind up with nothing.

[regic]

Media Magic will have the right, exercisable within two years of the closing date of the exchange transaction, to demand that the Registrant register under the Securities Act up to 100% of the shares issued as of the date of their registration request to Bidville.

MediaMagic would own 30%-40% of Bidville if they exercised that option.