UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 923, ~~2016~~2017

CONTENT CHECKED HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-190656	99-0371233
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~8730 Sunset~~28126 ~~Blvd.~~Peacock Ridge Drive, Suite ~~240~~210, Rancho Palos Verdes, California 90275 (Address of principal executive offices) (Zip Code)

~~West Hollywood~~Registrant's telephone number, ~~California~~including ~~90069~~area code: (310) 541-4102

~~(Address~~Not Applicable of ~~principal~~(Former ~~executive~~name ~~offices)~~or ~~(Zip~~former ~~Code~~address, if changed since last report)

~~(424) 205~~Check the appropriate box below if the Form 8-~~1777~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Registrant’s telephone~~☐ Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code~~Rule 425 under the Securities Act (17 CFR 230.425)

~~Check the~~☐ Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

~~[ ] Written~~☐ Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

~~[ ] Soliciting~~☐ Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~[ ] Pre-commencement~~Item ~~communications~~1.01. ~~pursuant~~Entry tointo ~~Rule~~a ~~14d-2(b)~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

~~[ ] Pre-commencement~~Notice ~~communications~~of ~~pursuant~~Default Relating to ~~Rule~~$5,040,000 ~~13e-4(c)~~Principal ~~under~~Amount ~~the~~Secured ~~Exchange~~Convertible ~~Act~~Note ~~(17~~with ~~CFR~~Hillair ~~240.13e-4(c))~~Capital Management LLC and Entry into Agreement for Stock for Asset Reorganization

~~Item 5.02.~~On ~~Departure~~September of3, ~~Directors~~2015, orContent ~~Certain~~Checked ~~Officers;~~Holdings, ~~Election~~Inc, of(the ~~Directors;~~“Company”) ~~Appointment~~entered ofinto ~~Certain~~a ~~Officers;~~Securities ~~Compensatory~~Purchase ~~Arrangements~~ Agreement (the “Securities Purchase Agreement”) with Hillair Capital Investments LP (“Hillair Investments”) and its assignee Hillair Capital Management LLC (“Hillair Management”) (Hillair Investments and Hillair Management are hereinafter collectively referred to as “Hillair”) pursuant to which the Company agreed to sell and Hillair agreed to buy an 8% Senior Secured Convertible Debenture in the aggregate principal amount of ~~Certain~~$5,040,000 ~~Officers~~(the “Debenture”).

~~(c) On~~Pursuant ~~December~~to 9the terms of the Securities Purchase Agreement, ~~2016~~the Company, ~~Content~~on ~~Checked~~September ~~Holdings~~3, ~~Inc~~2015, issued to Hillair the Debenture in exchange for $5,040,000. Further pursuant to the terms of the Securities Purchase Agreement and the Debenture, the Company agreed to pay Hillair the principal sum of $5,040,000.00 (the “~~Company~~Principal Sum”) ~~appointed~~on ~~John~~or ~~Ballard~~before asJuly ~~the~~1, ~~Company’s Chief~~2017 ~~Financial~~(the ~~Officer~~“Maturity Date”).

~~Mr. Ballard, age 58 ―~~ Prior to ~~his~~the ~~appointment~~Maturity asDate, the Company’s ~~Chief~~was ~~Financial~~required ~~Officer,~~under ~~Mr.~~the ~~Ballard~~terms ~~served~~of as the ~~Chief Financial~~Securities ~~Officer~~Purchase ofAgreement ~~Worldwide Energy~~ and ~~Manufacturing~~the ~~USA,~~Debenture ~~Inc.,~~to anmake ~~international~~periodic ~~contract~~redemption ~~manufacturing~~payments ~~company~~of ~~located~~principal ~~in California~~and ~~with~~accrued ~~factories~~interest into ~~China,~~Hillair ~~since~~(the ~~February~~“Periodic ~~2014~~Redemption Payments”). In ~~From~~addition ~~October 2011~~ to ~~May~~the ~~2014~~Principal Sum, ~~Mr.~~the ~~Ballard~~Company ~~also~~agreed ~~served~~to aspay ~~the~~Hillair ~~Chief~~interest ~~Financial Officer~~on ofthe ~~Goliath~~Principal ~~Film~~Sum ~~and~~at ~~Media~~the ~~Holdings.~~rate ~~Mr.~~of ~~Ballard~~8% ~~has~~per ~~more~~annum, ~~than~~which 26interest ~~years~~was ofpayable ~~business~~to ~~management,~~Hillair ~~project~~quarterly ~~management~~beginning ~~and accounting~~July ~~experience~~1, ~~including~~2016 ~~serving~~and ason ~~the~~January ~~Chief~~1, ~~Financial~~April ~~Officer~~1, ofJuly ~~several~~1 ~~public~~and ~~companies.~~October ~~Mr.~~1 ~~Ballard received a Bachelor~~ of ~~Science~~each ~~Degree~~year inthereafter ~~Management~~(the ~~and~~“Quarterly ~~Marketing~~Interest ~~from~~Payments”) ~~the~~as ~~University~~well ofas ~~Colorado,~~on ~~where~~the hedate ~~graduated~~a ~~Magna~~Periodic ~~Cum~~Redemption ~~Laude~~Payment, ~~and~~as adefined ~~Masters of Business~~ in ~~Administration~~the ~~from~~Debenture, ~~Regis~~was ~~University~~due.

~~There is~~In noconnection ~~arrangement~~with orthe ~~understanding~~Debenture, ~~between~~and ~~Mr.~~to ~~Ballard~~secure repayment of the Debenture and ~~any~~all other ~~persons~~and ~~pursuant~~further obligations of the Company to ~~which~~Hillair, ~~Mr.~~on ~~Ballard~~September ~~was~~3, ~~appointed~~2015, the Company and Hillair executed a Security Agreement (the “Security Agreement”) pursuant to ~~his position.~~which ~~There~~Hillair ~~are~~was nogranted ~~family~~a ~~relationships~~security ~~between~~interest ~~Mr.~~in ~~Ballard~~essentially ~~and~~all ~~any~~of the assets of the Company, including but not limited to the Company’s ~~officers~~intellectual orproperty, ~~directors.~~to ~~Other~~secure ~~than as~~payment ~~described~~and ~~herein,~~performance ~~there~~of ~~are~~the norespective ~~other~~obligations ~~transactions~~and toliabilities ~~which~~of the Company orto ~~any~~Hillair, ofand ~~its~~which ~~subsidiaries~~Security isAgreement aprovides, ~~party~~among inother ~~which~~things, ~~Mr.~~that ~~Ballard has~~upon a ~~material~~breach ~~interest~~of ~~subject~~the terms of the Debenture, Hillair is entitled to ~~disclosure~~take ~~under~~possession ~~Item~~of ~~404(a)~~the assets of ~~Regulation~~the ~~S-K~~Company.

~~Consulting~~ In addition to the Security Agreement, and as an additional instrument to secure repayment of the Debenture and all other and further obligations of the Company to Hillair, on September 3, 2015, the Company’s wholly owned subsidiary, Content Checked, Inc., a Wyoming corporation (the “Company Subsidiary”) entered into and executed a Subsidiary Guarantee Agreement (the “Subsidiary Guarantee”) in favor of Hillair pursuant to which the Company Subsidiary unconditionally guaranteed the complete repayment of the Company’s obligations to Hillair under the Debenture.

~~In connection~~Due ~~with~~to ~~his~~various ~~appointment,~~business onissues ~~December~~and 9,challenges ~~2016~~affecting (the ~~“Effective Date”), the~~ Company ~~entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Ballard, pursuant to which Mr. Ballard agreed to be appointed as the Company~~’s ~~Chief~~ability ~~Financial~~to ~~Officer~~successfully ~~and~~implement ~~provide~~its ~~certain~~business ~~financial~~model ~~operations~~on ~~and~~a ~~other~~timely ~~services~~basis, to the Company, assince anits ~~independent contractor.~~existence, ~~Mr.~~has ~~Ballard~~not ~~will~~been ~~report~~able ~~directly~~ to ~~Kris~~generate ~~Finstad,~~sustained ~~the~~and ~~Company’s~~meaningful ~~Chief~~revenue, ~~Executive Officer~~ and ~~the~~has ~~Company’s Board~~been ofunable ~~Directors~~to ~~(the~~reduce ~~“Board”).~~its Ascash ~~compensation~~burn ~~for~~rate ~~such services, the Company agreed~~ to ~~(i)~~a ~~pay~~level tomore ~~Mr.~~commensurate ~~Ballard a~~with ~~cash~~its ~~fee~~stage of ~~$5,500~~development ~~per month~~ and ~~(ii)~~revenue ~~issue~~producing ~~to Mr~~horizons. ~~Ballard~~Because ~~300,000 restricted shares~~ of the Company’s ~~common~~challenges ~~stock within 30 days of the Effective Date. The Board may award~~ to ~~Mr.~~generate ~~Ballard~~meaningful innear-term ~~the~~revenue, ~~future such other cash and/or equity incentive compensation as it determines to be appropriate for~~ the ~~services that Mr. Ballard is providing to the~~ Company., ~~Other than as set forth in this Current Report~~ on ~~Form~~or ~~8-K~~about ~~(this~~October ~~“Current~~1, ~~Report”)~~2016, nocommitted ~~other~~one ~~grant~~ or ~~award~~more ~~has~~defaults ~~been~~under ~~made~~the toterms ~~Mr. Ballard in connection with his appointment. The term~~ of the ~~Consulting~~Debenture ~~Agreement commenced on the Effective Date~~ and, ~~unless~~Securities ~~terminated~~Purchase ~~prior~~Agreement ~~thereto, with~~due ~~or without cause, with 30 days’ notice~~ to ~~the~~its ~~other~~inability ~~party, shall continue for a period of 24 months. Following the term, the Consulting Agreement shall automatically terminate unless extended prior thereto as agreed~~ to bytimely ~~the~~pay ~~parties.~~required ~~The~~Periodic ~~Consulting Agreement~~Redemption ~~contains~~Payments aand ~~covenant~~Quarterly ~~for~~Interest ~~the benefit of the Company relating to the protection of the Company’s confidential information~~Payments.

~~The foregoing~~As ~~description~~a result of the ~~Consulting~~Company’s ~~Agreement~~defaults ~~does~~under ~~not~~the ~~purport~~terms toof bethe ~~complete~~Debenture and isSecurities ~~qualified~~Purchase inAgreement, ~~its~~Hillair, ~~entirety~~on byor ~~reference to~~about December 27, 2016, declared the ~~full~~entire ~~text~~unpaid balance of ~~such~~the ~~agreement~~Debenture immediately due and payable, ~~which~~and ismade ~~filed~~demand asupon ~~Exhibit~~the 10Company for payment of the sums due and owing under the terms of the Debenture.1 toBecause ~~this~~of ~~Current~~the ~~Report~~Company’s compromised financial condition, the Company was not, and ishas ~~incorporated~~not ~~herein~~been, bycapable ~~reference~~of meeting Hillair’s December 27, 2016 demand for payment.

~~Item 9~~On or about January 23, 2017, Hillair filed an action against the Company and the Company Subsidiary in the Los Angeles County Superior Court (West District) for the purpose of securing payment of the sums due and owing Hillair under the terms of the Debenture (the “Action”).~~01.~~ In ~~Financial~~the ~~Statements~~Action, Hillair sought and ~~Exhibits~~obtained an order appointing a receiver over the assets of the Company and the Subsidiary Company in which Hillair has a security interest (the “Assets”), and the Court appointed receiver has taken possession of the Assets.

Given the existence of the Action and appointment of a receiver over the Company’s and the Subsidiary Company’s assets, the severe constraints on the Company’s ability to improve its cash position, the inability of the Company to attract any further equity investment and its inability to pay employees on a going forward basis, the Company has had to consider strategic alternatives for the Company’s business, including the advisability of immediately ceasing all business operations. Over the course of its consideration of strategic alternatives, the Company has had a series of conversations with Hillair regarding the possibility of restructuring the Debenture and extending further credit terms to the Company, but Hillair has been unwilling to restructure the Debenture and extend further credit terms to the Company. The Company has however received an offer from Hillair to settle the Action and participate in a reorganization of the Company’s assets such that the Company would sell, assign and transfer the Assets to a newly formed corporation that will continue the Company’s original business plan with new capital (dhereinafter referred to as “Newco”) ~~Exhibits:~~, in exchange for thirty percent (30%) of Newco’s equity. Hillair, or its affiliates, would own seventy percent (70%) of Newco’s equity.

Exhibit No.		Description
10.1*		Consulting Agreement, dated as of December 9, 2016, by and between the Company and John Ballard.

The basic terms of the offer received by Hillair which would result in the Company acquiring thirty percent (30%) of Newco’s equity in exchange for the Assets, and Hillair, or its affiliates, owning seventy percent (70%) of Newco’s equity, has been set forth in a Settlement Agreement principally entered into by and between the Company, the Subsidiary Company and Hillair on April 18, 2017 (the “Settlement Agreement”). After considering considerable options regarding the current state of the Company’s business and prospects, the Company and the Subsidiary Company determined it to be in the best interest of the Company, the Subsidiary Company and their respective shareholders to enter into the Settlement Agreement and to pursue the transactions and agreements set forth therein, including but not limited to transferring the Assets to Newco in exchange for thirty percent (30%) of Newco’s equity.

* FiledThe ~~herewith~~Settlement Agreement contemplates that the Company, Hillair and Newco will enter into one or more additional definitive agreements relating to the transactions and agreements described and set forth in the Settlement Agreement. The parties to the Settlement Agreement believe that the transactions and agreements set forth therein will be consummated on or before May 31, 2016.

Item 1.03.

Bankruptcy or Receivership

Appointment of Receiver over the Company’s Assets

In connection with the Action referenced in Item 1.01 hereinabove, on or about January 27, 2017 the Court appointed Joel B. Weinberg (the “Receiver”) as receiver over the Assets. In appointing the Receiver, the Court granted the Receiver, among other matters, the duty and power to take possession, custody and control of the Assets, including without limitation all related documents, books, records and accounts of the Company, and the power to operate the business of the Company as a going concern, operate the business of the Company for purposes of facilitating a sale or liquidation of the Company and the Assets, or shutdown and cease the Company’s operations.

On May 16, 2017, the Receiver sold, transferred and assigned the Assets to Hillair. Pursuant to the terms of the Settlement Agreement referenced in Item 1.01 hereinabove, and as more particularly described in Item 1.01 hereinabove, the Assets are to be transferred by Hillair to Newco, seventy percent (70%) of whose equity is to be owned by Hillair, and thirty percent (30%) of whose equity is to be owned by the Company.

Item 5.02.

Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Chief Financial Officer

On February 8, 2017, John Ballard resigned as Chief Financial Officer of the Company and any of its affiliates.

Item 9.01.

Financial Statements and Exhibits

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, ~~Content~~the ~~Checked~~Registrant ~~Holdings, Inc.~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONTENT CHECKED HOLDINGS, INC. By: /s/ Kris Finstad Name: Kris Finstad Title: Chief Executive Officer and President

	CONTENT CHECKED HOLDINGS, INC.



	By:	/s/ Kristian Finstad
		Kristian Finstad
Date: May 26, 2017		Chief Executive Officer

Dated: December 13, 2016

Filing Compare · MobilityPay Holdings, Inc.