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4. SHARE EXCHANGE AGREEMENT

6 Months Ended

Jun. 30, 2014

On August 14, 2013, pursuant to the Share Exchange Agreement, Promap acquired approximately 94% of the outstanding common stock of ACS in exchange for 12,400,000 shares of the Company’s common stock.

In connection with the Share Exchange Agreement:

●	Promap purchased 8,000,000 shares of its outstanding common stock from a former officer of Promap for $100,000. These shares were then cancelled and returned to the status of authorized but unissued shares;

●	Robert Frichtel was appointed as a director and the Principal Executive and Financial Officer of the Company;

●	Roberto Lopesino was appointed Vice President of the Company; and

●	Steven Tedesco and Robert Carrington, Jr., resigned as officers and directors of Promap.

As a result of the acquisition, ACS is Promap’s 94% owned subsidiary and the former shareholders of ACS own approximately 88% of Promap’s common stock. On November 9, 2013, Promap acquired the remaining 6% of the share capital of ACS. After completion of the reverse merger, 15,097,200 of common shares were outstanding.

The Share Exchange Agreement has been accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions. Under reverse acquisition accounting, ACS, the legal acquired entity, is treated as the accounting acquirer of the Predecessor Company. Consequently, the historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. All outstanding shares have been restated to reflect the effect of the Share Exchange Agreement.