Colambda Technologies, Inc. company history: the story so far

History

A dormant shell since 2000, Colambda briefly appeared to merge with Emissions Zero in 2022, but the deal was declared void in 2023, leaving it a shell again.

2015-2020: A quiet shell and an auditor problem

The company, originally WEM Petroleum, Inc. of Utah and later New Century Resources Corporation, had been an inactive shell since December 12, 2000. The record for these years is quiet. In December 2015 it disclosed that the PCAOB, the US regulator of auditors, had revoked the registration of its former auditor, Messineo & Co. That meant the auditor's reports could no longer be used, and the 2014 financial statements had to be re-audited by a registered firm. The record does not show how that was resolved. Auditors raised doubt about the company's ability to keep going in several years, and its share count stayed at 12,481,724 from 2014 through 2020.

2021-2022: The Emissions Zero merger

On November 19, 2021 the company agreed to merge Emissions Zero Module, Inc., a Wyoming company, into itself. It would issue 110,695,500 new shares, 89.91% of the stock, rename itself Colambda Technologies, Inc. and install Emissions Zero's team. That meant heavy dilution for existing shareholders. Closing depended on approval from FINRA, the industry regulator. By March 2022 the name was in use and merger certificates were filed, but approval was missing, so Amendment No. 1 pushed the deadline to May 2022. In July 2022 the company reported that the merger had closed on July 9, even though approval and a new trading symbol were still lacking. In November it disclosed a cut in shares outstanding from 129,176,724 to 79,151,187, with no reason given and inconsistent figures.

2023: The merger unwound

On March 16, 2023 the company corrected its July report. FINRA had refused approval, citing historical deficiencies it found incurable, so the merger was void from the start. All shares issued in the deal were void, and money paid by Emissions Zero was to be returned. George Christodoulou, Mark Christodoulou and Solon Pittarides were restored as officers and directors. As of that date the company was a shell with 12,481,724 shares, no operating assets and no quoted stock. The filing was signed by the supposedly removed managers, so who controls the company is unclear.

Written from the 6 story beats below (2015 to 16 Mar 2023), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202379.2m shares · A$87.9m market cap

16 Mar
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.
business combination
79.2m shA$87.9m

202279.2m shares · A$81.1m market cap

8 Nov
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.
capital raising announcement
79.2m shA$81.1m
14 July
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.)
business combination
12.5m shA$20.8m
31 Mar
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.
business combination
12.5m shA$24.1m

202112.5m shares · A$29.0m market cap

22 Nov
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.
business combination
12.5m shA$29.0m

201512.5m shares · A$29.9m market cap

17 Dec
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 change
12.5m shA$29.9m