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Commitments and Contingencies
9 Months Ended
Mar. 31, 2012
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 5:  Commitments and Contingencies

 

The Company is subject to certain legal actions and claims arising in the ordinary course of business. Management recognizes the uncertainties of litigation; however, based upon the nature and management’s understanding of the facts and circumstances which give rise to such actions and claims, management believes that such litigation and claims will be resolved without material effect on the Company’s financial position, results of operations or cash flows.

 

As communicated on Form 8-K filed with the Securities and Exchange Commission on February 21, 2012, on February 17, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with iSatori Technologies, Inc., a Colorado corporation (“iSatori”), and ISSI’s newly formed, wholly owned subsidiary, iSatori Acquisition Corp., a Delaware corporation (“Merger Sub”).  iSatori is a company that produces dietary and nutritional supplements.  As a result of the Merger, iSatori will become a wholly owned subsidiary of ISSI, and ISSI will become an operating company.  Pursuant to the Merger Agreement, Merger Sub will merge with and into iSatori, with iSatori being the surviving entity.  The effective time of the merger will be the time at which a Certificate of Merger and other documents are filed with the Secretary of States of the State of Delaware and the State of Colorado, respectively.  The closing of the Merger is subject to the satisfaction of certain closing conditions set forth in the Merger Agreement, which conditions include the approval of the majority of the stockholders of iSatori.

 

At the effective time of the Merger (i) iSatori will succeed to and assume all the rights, liabilities and obligations of Merger Sub (ii) the Articles of Incorporation and Bylaws of iSatori as in effect at the Effective Time of the Merger will become the Articles of Incorporation and Bylaws of iSatori, the surviving corporation, and (iii) each issued and outstanding share of common stock of iSatori will be converted into and represent the right to receive .66802025 of a share of common stock of ISSI.

 

Upon completion of the Merger, the principle offices of ISSI and iSatori, the surviving corporation, will be located at 15000 W 6th Avenue, Suite 202, Golden, Colorado 80401 (the current offices of iSatori).

 

After the closing of the Merger, 60% of ISSI’s outstanding common stock will be owned by the current stockholders of iSatori and 40% of the stock will be owned by the current stockholders of ISSI.