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 ~~21, 2018 (December~~ 19, 2018)

MOREGAIN PICTURES, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-55297	41-0990229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

117 E. Huntington Dr., Arcadia, CA 91006

(Address of principal executive offices) (Zip Code)

(626) 400-5727

(Registrant’s telephone number, including area code)

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:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

InSection ~~this~~1-Registrant’s ~~report,~~Business ~~“Moregain Pictures,” “Moregain,” the “Company,” “we,” “us”~~ and ~~“our” refer to Moregain Pictures Inc., unless the context otherwise provides.~~ Operations

~~ITEM~~Item 1.01 ~~ENTRY~~Entry ~~INTO~~into Aa ~~MATERIAL~~Material ~~DEFINITIVE~~Definitive ~~AGREEMENT.~~Agreement

~~Exchange~~Weiner Employment Agreement

~~On December 19, 2018,~~ Moregain Pictures, Inc., ~~a Nevada corporation~~ (the “Company”), ~~entered into a voluntary share exchange~~ and ~~merger~~Jesse ~~transaction~~Weiner, ~~with~~the ~~Sceneries~~Company’s ~~Entertainment~~Chief ~~Corp.,~~Executive ~~doing~~Officer ~~business~~and asSecretary ~~Cinema~~and ~~Libre Studio,~~ a ~~California corporation (“CLS”)~~director, ~~pursuant~~entered tointo a ~~Share~~five-year ~~Exchange~~employment ~~Agreement~~agreement, ~~and~~dated ~~Plan~~February of1, ~~Merger~~2019 (the “~~Exchange~~Weiner Employment Agreement”) ~~by and among the Company and its controlling stockholder~~, ~~Moregain~~pursuant ~~Capital~~to ~~Group,~~which aMr. ~~Nevada~~Weiner ~~corporation~~will ~~(“MCG”),~~serve onas the ~~one~~Company’s ~~hand,~~Chief ~~and~~Executive ~~CLS and the stockholders of CLS (the “Selling Stockholders”), on the other hand~~Officer.

~~CLS~~As iscompensation therefor Mr. Weiner shall be entitled to a ~~27-year-old~~monthly ~~film~~base ~~investment~~salary of $40,000 ~~production~~(“Base Salary”). However, ~~and~~Mr. ~~distribution~~Weiner ~~company~~agreed ~~specializing~~to inreceive ~~award-winning~~$7,500 ~~feature~~per ~~films~~month ~~and~~of ~~social~~such ~~issue~~Base ~~documentaries.~~Salary, ~~CLS~~payable ~~has~~in ~~released~~bi-weekly ~~over~~installments, ~~200~~on ~~films~~account ~~and~~until ~~remains~~the atCompany is able to pay the ~~forefront~~full amount of ~~the~~such ~~independent~~Base ~~cinema~~Salary. ~~industry~~The inBase ~~North~~Salary ~~America~~shall ~~and~~be ~~around~~reviewed ~~the~~each ~~globe.~~January ~~Its~~1, ~~talented~~commencing ~~team~~January of1, ~~professionals~~2020, ~~most~~by ofthe ~~whom~~Company’s ~~have~~board ~~been~~of ~~with~~directors (the ~~company~~“Board”) ~~for~~to ~~over~~determine aif ~~decade,~~such ~~have~~Base 30Salary ~~years’~~should ~~experience~~be inincreased. ~~producing~~Mr. ~~small~~Weiner shall also be entitled to ~~large~~a ~~budget~~bonus ~~films~~as ~~and~~determined ~~distributing~~by ~~movies~~the ~~across~~Board, ~~all~~in ~~media.~~its ~~CLS~~sole ~~offers~~discretion, or under a ~~full~~formula ~~array~~if ofcertain ~~services~~goals toare ~~the~~met. ~~independent~~Mr. ~~filmmaker,~~Weiner ~~including~~is ~~production,~~also ~~domestic~~entitled ~~distribution~~to ~~(theatrical,~~participate ~~DVD~~in /the ~~Blu-ray,~~Company’s ~~VOD~~medical, ~~educational,~~insurance ~~cable~~ and ~~TV)~~other ~~and~~benefit ~~international~~plans ~~sales,~~in aseffect ~~well~~for asemployees ~~complete~~from ~~post-production~~time ~~services~~to time.

AtIf ~~the~~Mr. ~~closing~~Weiner’s ofemployment ~~the~~is ~~transactions~~terminated ~~contemplated~~ by the ~~Exchange~~Company ~~Agreement~~for ~~(the~~ “~~Closing~~cause”), inas ~~exchange~~defined ~~for~~in ~~100% of~~ the ~~currently~~Weiner ~~issued~~Employment ~~and~~Agreement, ~~outstanding~~the ~~capital~~Company ~~stock~~shall ofbe ~~CLS:~~under ~~(i)~~no ~~MCG~~further ~~will~~obligation ~~cancel and return~~ to ~~treasury~~Mr. anWeiner ~~aggregate~~except ~~502,324~~to ~~shares~~pay ofaccrued ~~the~~but ~~Company’s~~unpaid ~~common~~Base ~~stock~~Salary ~~held~~and byaccrued ~~MCG,~~vacation ~~and~~to ~~(ii)~~ the ~~Company~~date ~~will~~of ~~issue~~termination. ~~502,324~~If ~~new~~Mr. ~~restricted~~Weiner’s ~~shares~~employment ofis ~~its~~terminated ~~common~~without ~~stock (the~~ “~~Shares~~cause”), to the ~~Selling~~Company ~~Stockholders~~shall, ~~representing~~concurrently ~~approximately~~with 7%such oftermination, ~~the~~pay ~~Company’s~~Mr. ~~issued~~Weiner ~~and~~the ~~outstanding~~Base ~~common~~Salary ~~stock~~that ofwould ~~the~~be ~~Company~~payable ~~upon~~for ~~Closing~~twelve ~~(the~~months ~~“Exchange~~following ~~Transaction”).~~the Indate ~~addition~~of totermination ~~the~~and ~~Shares,~~ the ~~Company~~Base ~~shall~~Salary ~~pay~~shortfall anof ~~aggregate two million (~~$232,~~000,000)~~500 ~~dollars~~per inmonth ~~cash~~for toeach month during the ~~CLS~~term ~~shareholders,~~of employment with ~~one~~respect ~~million~~to ~~dollars~~which ~~($1,000,000)~~Mr. ~~payable~~Weiner ~~within~~received ~~six~~$7,500. ~~(6)~~In ~~months~~addition, of the ~~Closing~~option ~~and~~to ~~one~~purchase ~~million dollars ($1~~20,000~~,000)~~ onshares orof ~~before~~ the ~~one~~Company’s ~~(1)~~common ~~year~~stock ~~anniversary~~granted ofon ~~the~~March ~~Closing. Concurrently with the Closing~~23, ~~CLS~~2018 ~~shall~~under ~~merge with and into~~ the Company,’s ~~with~~2018 ~~the~~Performance ~~Company~~Boost asStock ~~the~~Option ~~surviving~~Plan ~~entity,~~shall vest and ~~the~~become ~~Company~~immediately ~~will~~exercisable ~~carry~~for ontwo ~~the~~years ~~business~~from ofthe ~~CLS~~date ~~as one~~ of ~~its primary businesses~~termination.

The ~~Shares~~Company ofmay ~~our~~terminate ~~common~~the ~~stock~~Weiner toEmployment beAgreement ~~issued~~if toMr. ~~the~~Weiner ~~Selling~~is ~~Stockholders~~permanently ~~will~~prevented befrom ~~restricted~~properly ~~shares,~~performing ~~and~~his ~~the~~essential ~~holders~~duties ~~thereof~~thereunder ~~may~~for ~~not~~more ~~sell,~~than ~~transfer~~120 orconsecutive ~~otherwise~~days. ~~dispose~~Upon of such ~~shares~~termination, ~~without~~Mr. ~~registration~~Weiner ~~under~~shall ~~the~~be ~~Securities~~entitled ~~Act~~to ofaccrued ~~1933~~but orunpaid anBase ~~exemption~~Salary ~~therefrom.~~and ~~Additionally,~~accrued ~~the~~vacation. ~~Exchange~~Upon ~~Agreement~~Mr. ~~requires~~Weiner’s ~~that~~death ~~all~~during ~~Shares~~the ~~issued~~term toof the ~~Selling~~Weiner ~~Stockholders~~Employment atAgreement, the ~~Closing~~Company’s ~~will~~obligations beshall ~~subject~~automatically tocease aprovided ~~one-year~~that ~~lock-up~~within ~~period~~15 ~~with~~days ~~a 20-30% per year leak-out permitted thereafter through~~ the ~~five~~Company ~~(5)~~shall ~~year~~pay ~~anniversary~~Mr. ofWeiner’s ~~the~~heirs ~~Closing~~or ~~which~~personal ~~will~~representatives ~~restrict~~Base ~~the~~Salary ~~ability~~and ofvacation ~~the~~accrued ~~Selling Stockholders~~ to ~~transfer or sell~~ the ~~Shares~~date ~~during~~of ~~that period~~death.

~~Upon the Closing, the Company shall change its name and ticker symbol to reflect the Company’s new business.~~ The ~~Exchange~~Weiner Employment Agreement also provides that ~~upon the Closing,~~ Mr. ~~Philippe~~Weiner ~~Diaz~~will ~~and~~not ~~Ms.~~compete ~~Ali~~with ~~Yang shall be appointed to serve as members of~~ the ~~Board~~Company’s ofpresent ~~Directors.~~or ~~Additionally,~~contemplated ~~Diaz~~business ~~shall~~or beorganize ~~appointed~~any ascompetitive ~~President~~business - Head of Production and Distribution, in charge of production, distribution, theater cooperation, and film and media acquisitions; and Yang shall be appointed as President- Head of International Affairs, both serving at the direction of the Board of Directors of the Companyactivity.

~~The~~Yeung ~~Exchange~~Employment Transaction is intended to qualify as a tax-free organization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”) and in effect on the date of the Exchange Agreement.

2The Company and Alexandra Yeung, the Company’s Chief Financial Officer and a director, entered into a five-year employment agreement, dated December 19, 2018 (the “Yeung Employment Agreement”), pursuant to which Ms. Yeung will serve as the Company’s Chief Financial Officer.

~~The~~As ~~closing~~compensation oftherefor ~~the~~Ms. ~~Exchange~~Yeung ~~Agreement~~shall isbe ~~subject~~entitled to ~~certain~~an ~~conditions,~~annual ~~including~~base ~~the~~salary ~~approval~~ of ~~our~~$120,000 ~~stockholders~~(“Annual ~~and~~Base ~~completion~~Salary”) ofpayable anin ~~audit~~bi-weekly ~~of CLS~~installments. The ~~closing~~Annual ofBase ~~the~~Salary ~~Exchange~~shall ~~Agreement~~be isreviewed ~~conditioned~~each ~~upon~~January ~~the~~1, ~~completion~~commencing ofJanuary ~~numerous~~1, ~~events~~2020, ~~many~~by ofthe ~~which~~Board ~~are~~to ~~outside~~determine ofif ~~the~~such ~~control~~Annual ofBase ~~the~~Salary ~~Company,~~should ~~and~~be ~~there~~increased. ~~can~~Ms. Yeung shall also be noentitled ~~assurance~~to ~~that~~an annual bonus to be determined by the ~~exchange~~Board, orin ~~any~~its ~~other~~sole ~~transactions~~discretion. ~~contemplated~~Ms. byYeung is also entitled to participate in the ~~Exchange~~Company’s ~~Agreement~~employee ~~will~~benefit beplans ~~consummated~~available to the Company’s senior executives.

The ~~foregoing~~Yeung ~~description~~Employment ofAgreement ~~the~~may ~~terms~~be ~~and~~terminated ~~conditions~~by of the ~~Exchange~~Company ~~Agreement~~or ~~and~~Ms. ~~the~~Yeung ~~transactions~~at ~~contemplated~~any ~~thereunder~~time ~~that~~upon ~~are~~fifteen ~~material~~days’ toprior ~~the~~written ~~Company~~notice, ~~does~~other ~~not~~than ~~purport~~for to“cause”. beMs. ~~complete~~Yeung’s ~~and~~employment ismay ~~qualified~~be interminated ~~its~~immediately ~~entirety~~ by ~~reference to~~ the ~~full~~Company ~~text~~for of“cause” ~~the Exchange Agreement, a copy of which is attached hereto~~ as ~~Exhibit 10.1~~defined ~~and~~in isthe ~~incorporated~~Yeung byEmployment ~~reference into this Item 1~~Agreement.~~01.~~

~~ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.~~2

~~(d)~~The Company may terminate the Yeung Employment Agreement if Ms. Yeung is permanently prevented from properly performing her essential duties thereunder for more than 120 consecutive days. Upon such termination, Ms. Yeung shall be entitled to accrued but unpaid Base Salary and accrued vacation. Upon Ms. Yeung’s death during the term of the Yeung Employment Agreement, the Company’s obligations shall automatically cease provided that within 15 days the Company shall pay Ms. Yeung’s heirs or personal representatives Base Salary and vacation accrued to the date of death.

~~Exhibits~~The Yeung Employment Agreement also provides that Ms. Yeung will not compete with the Company’s present or contemplated business or organize any competitive business activity.

Exhibit No.		Description
10.1		Share Exchange Agreement and Plan of Merger, dated December 19, 2018

The foregoing description of the Weiner Employment Agreement and the Yeung Employment Agreement are qualified in their entirety by reference to the full text of the Weiner Employment Agreement and Yeung Employment Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively and incorporated herein in their entirety by reference.

3Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d)

~~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~~Exhibits.

Date: December 21, 2018	MOREGAIN PICTURES, INC.
Exhibit No.		Description
	By:	/s/ Jesse Weiner
10.1		Employment Agreement, dated February 1, 2019 between Jesse Weiner and the Company
	Name: Jesse Weiner
10.2		Employment Agreement, dated December 19, 2018 between Alexandra Yeung and the Company
	Title: Chief Executive Officer

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: February 19, 2019	MOREGAIN PICTURES, INC.


	By:	/s/ Jesse Weiner
	Name: Jesse Weiner
	Title: Chief Executive Officer

Filing Compare · Moregain Pictures, Inc.