Each one in plain English, with the numbers worked through for a shareholder.
17 May 2007material agreement● NeutralMajor
On May 2, 2007 the company signed a letter of intent to acquire Associated Home Services Inc. and its subsidiaries AE Medical Alert Inc. and RW Zugg Inc. The price is $2,200,000 in cash, $750,000 of company stock, and a further $1,750,000 of company stock subject to a one-year restriction. A letter of intent is not a completed deal.
On April 30, 2007 the company agreed with Global Healthcare Investments S.A. that Global may advance up to $3,000,000 in $100,000 steps when the company gives notice, in return for units. Units are priced at 80% of the 10-day average closing price, and each unit is one share plus a warrant at 150% of the unit price. Shareholders could see dilution as advances are drawn.
The company hired Jeff Kidder as Senior Vice-President of Business Development under a one-year employment agreement starting May 1, 2007, with a $137,500 base salary and a possible bonus. He is also to get 1,000,000 stock options, which still need board approval and an option plan, plus health cover of up to $750 a month.
The company closed a private placement of 300,000 units at US$1.00 each, raising $300,000 from one non-U.S. investor. Each unit has one share and one warrant to buy another share at US$1.50, a lower warrant price than the US$2.00 in the September 2006 placement.
30 Nov 2006asset acquisition disposition● NeutralMajor
On November 30, 2006 the company bought the remaining 6.2% of Lusora Inc. by issuing 1,875,000 shares, so it now owns 100%. The filing says 30,075,000 shares were issued in total for Lusora Inc. It also records an employment agreement with Julian Lee as director and principal financial officer at $3,000 a month, and the appointments of Lee and Scott Gurley (Chief Operating Officer and director). The remaining Lusora Inc. shareholder is a private company owned by the wife of Scott Gurley. This finishes the acquisition begun the day before.
On November 29, 2006 the company acquired 93.8% of Lusora Inc., a private Nevada company developing wireless personal security and monitoring products for elderly people, by issuing 28,200,000 shares. Lusora Inc. and its subsidiary Lusora Limited became subsidiaries. Dan Bauer returned 36,575,000 shares for cancellation, leaving 55,100,000 shares outstanding, with the shares issued in the exchange equal to 51.2%. Scott Gurley and Julian Lee joined the board. The filing says net losses since inception were about $336,776 with no revenues, and an auditor's report raises substantial doubt about the company's ability to continue as a going concern. This completes the share exchange flagged in the July 2006 filing.
The company agreed on September 27, 2006 to lend $100,000 to Lusora Limited through an unsecured, interest-free promissory note payable on demand. Lusora Limited is the company the earlier share exchange letter of intent was connected to, and the company later acquired it through Lusora Inc.
The company closed a private placement of 500,000 units at US$1.00 each, raising $500,000 from one non-U.S. investor. Each unit is one share plus one warrant to buy another share at US$2.00, so new shares were issued and more could follow if the warrants are exercised.
What it means for a shareholder
500,000 new shares at US$1.00 to raise about US$500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company, then named Lusora Healthcare Systems Inc., told shareholders its board will change. Dan Bauer bought 60% of the stock (1,500,000 shares, 750,000 each from Jinhu Zhang and Chunjin Xu) for $450,000 in a deal completed May 19, 2006. Zhang and Xu are to resign as directors and officers, and Bauer will become President and CEO and sole director, once the share exchange with the shareholders of Lusora Inc. completes and at least 10 days after this filing. A 25:1 forward split on June 23, 2006 raised shares outstanding from 2,500,000 to 62,500,000, taking Bauer's holding to 37,500,000 shares. This continues the May 2006 change in control seen in the earlier insider filings.