Each one in plain English, with the numbers worked through for a shareholder.
16 Mar 2023business combination● NeutralMajor
The company corrected its July 2022 report: FINRA refused to approve the merger, name change and ticker symbol, citing historical deficiencies it found incurable, so the Emissions Zero merger is void from the start rather than completed. All shares issued in the deal are void, money paid by Emissions Zero must be returned, and George Christodoulou, Mark Christodoulou and Solon Piitarides are restored as officers and directors while the Riggs-led team is removed. The company stays a shell with 12,481,724 shares outstanding before the deal. This reverses the July 2022 closing and the dilution that deal implied.
8 Nov 2022capital raising announcement● NeutralMajor
On October 31, 2022 the board cut the shares issued to founders in the merger, reducing total shares outstanding from 129,176,724 at closing to 79,151,187. The filing says the reduction was 49,925,537 shares in one place and 50,925,537 in another, so the figures are inconsistent. The shares go back to unissued but authorized. The table lists the biggest holders after the cut, including Kent Hush at 16.12%, Russell Klawunn at 15.64% and David Riggs at 13.94%. It does not state a reason for the cut.
The company reported that the Emissions Zero Module merger closed on July 9, 2022, completing the deal pending since November 2021. It said it would issue 110,695,500 new shares to Emissions Zero holders, with the old directors and officers replaced by Emissions Zero's team. FINRA/OTC approval and a new trading symbol had not been obtained; the parties waived that closing condition by Amendment No. 3 and deferred the $105,000 payments to Robert Nielson and George Christodoulou until the earlier of 30 days after closing or receipt of a new symbol. (The later 8-K/A of March 2023 says this closing was wrongly reported.)
The Emissions Zero merger is still not fully completed because FINRA/OTC approval has not been obtained, although merger certificates have been filed in Wyoming and Nevada and the company now uses the name Colambda Technologies, Inc. Amendment No. 1 (March 8, 2022) extends the deadline for FINRA approval to May 6, 2022 and allows closing up to May 13, 2022. The filing says there is no assurance the merger will be completed.
The company, an inactive shell since December 12, 2000, agreed on November 19, 2021 to merge Emissions Zero Module, Inc. (a Wyoming company) into itself. At closing it would issue 110,695,500 new shares (89.91% of the common stock), rename itself Colambda Technologies, Inc., and replace its directors and officers with Emissions Zero's team. Closing is not assured and is subject to FINRA approval; either side can end the deal if the merger isn't completed within 60 days or FINRA hasn't approved within 90 days. This is a major change for existing shareholders, who would be heavily diluted.
Auditor AJ Robbins CPA LLC retired and declined to stand for re-appointment (the company was told April 12, 2021), and Gries & Associates, LLC of Denver, Colorado was engaged on April 15, 2021. AJ Robbins' reports for 2020 and 2019 again carried a going-concern warning, with no disagreements reported.
Auditor Anton & Chia, LLP told the company on October 22, 2018 that it declined to stand for re-appointment, and AJ Robbins CPA, LLC of Denver, Colorado was engaged as the replacement. Anton & Chia's reports for 2017 and 2016 included a going-concern warning, with no disagreements reported. The filing gives the engagement date as October 22, 2017, which appears to be a typo for 2018 (inference).
This amendment to the July 2015 auditor-change filing changes the Anton & Chia engagement date to July 30, 2015. It also adds that on December 16, 2015 the PCAOB revoked the registration of former auditor Messineo & Co., so its audit reports can no longer be used and the company must have its 2014 financial statements re-audited by a PCAOB-registered firm.
Auditor Messineo & Co. told the company on July 22, 2015 that it declined to stand for re-appointment, and Anton & Chia, LLP of Newport Beach, CA was engaged as the new auditor. Messineo's reports for 2014 and 2013 carried a going-concern warning (substantial doubt about the company's ability to continue), with no disagreements reported.
The company (then named New Century Resources Corporation) reported that its auditor, Randy Simpson CPA, resigned effective August 2, 2004 because he was no longer qualified to practice before the SEC. Madsen & Associates CPA's Inc. of Murray, Utah was appointed on August 3, 2004. The filing states no disagreements with the former auditor and no adverse or modified opinions.
