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Subsequent Events
9 Months Ended
Sep. 30, 2016
Notes  
Subsequent Events

Subsequent Events

 

On March 31, 2017, the Company sold 100% of the outstanding membership interests of the Company’s wholly-owned subsidiaries, PSM and T2 and TinyDial to Enversa Companies, LLC (“Enversa”) for cash consideration of $1.00.  At the time of the sale, the PSM, T2 and TinyDial had substantially ceased all operations and had no active customers or employees.

 

Please see 10.1, attached herewith, for pro-forma financial information reflecting what the Company’s balance sheet and statement of operations would have looked like had the sale of the Subsidiaries taken place on September 30, 2016.

 

On March 31, 2017, Scott N. Beck (the Company’s Chief Executive Officer and Chairman), V. Chase McCrea III (the Company’s Chief Financial Officer), Marc Blumberg (a member of the Board of Directors), IU Holdings II, GP, Inc., and Opal Capital, LLC, among others, (collectively, the “Selling Stockholders”) entered into a Stock Purchase Agreement, dated March 31, 2017 (the  “Agreement”),   with  4M   Industrial  Oxidation,  LLC,   a  Tennessee  limited  liability  company  (“4MIO”   or  the “Purchaser”),  pursuant to which 4MIO purchased from the Selling Stockholders an aggregate of 3,664,641 shares of common stock, par  value  $0.001  per  share  (the  “Common   Stock”),  of  the  Company,  representing  approximately  78.7%  of  the  issued  and outstanding shares of Common Stock of the Company and substantially all of the shares of Common Stock of the Company held by the Selling Stockholders, in consideration for $100,000, or approximately $0.025 per share (the “Transaction”).  The foregoing sale of Common Stock by the Selling Shareholders resulted in a change in control of the Company.

 

Simultaneously with the consummation of the Transaction, the following actions occurred:

 

•      Scott Beck relinquished his security interest in the Company’s assets.

 

•      Scott Beck, V. Chase McCrea III and Marc Blumberg resigned from all of their positions with the Company and Joshua

Kimmel was appointed as the Company’s Chief Executive Officer, President and Director.

 

In conjunction with the Transaction and the disposition of the Subsidiaries, the Company accepted the resignation of Scott N. Beck as the Company’s Chairman of the Board and Chief Executive Officer, Marc Blumberg as a Director and V. Chase McCrea III as the Company’s Chief Financial Officer, effective immediately.

 

As part of his resignation, Mr. Beck relinquished his security interest in the Company’s assets, pursuant to that certain Promissory Note dated as of March 30, 2011, between the Company and Mr. (the “Note”).  Mr. Beck also released the Company from responsibility for any accrued but unpaid interest and late fees accrued on the Note.

 

Mr. Blumberg has served the Company as a non-compensated director since his appointment in 2008.  Mr. McCrea has not drawn salary or medical benefits from the Company since July 15, 2015.

 

Prior to their respective resignations, Mr. Beck and Mr. Blumberg appointed Joshua Kimmel as the Chief Executive Officer, President and Chairman of the Board.

 

There were no other events that took place subsequent to September 30, 2016 up through the date of the filing of these financial statements that had a material impact on these financial statements.