Each one in plain English, with the numbers worked through for a shareholder.
14 Mar 2011asset acquisition disposition● NeutralMajor
The company reported that on February 15, 2011 it issued 92,000,000 shares to the Institute of Applied Technology (about 80.08% of the shares then outstanding), plus 1,000,000 to Mid Atlantic and 5,694,508 as a finder's fee, completing the solar deal; 114,890,153 shares are now outstanding with a float of about 11,000,000. This is a change of control that heavily dilutes existing holders. It also says the board agreed on March 2, 2011 to settle $659,886 of creditor debt at $0.15 per share, a new director (Uwe Vincenz) was added, and Canadian trading bans were lifted on March 4, 2011.
The company reported a joint venture with the Institute for Applied Technology to hold the solar collector technology through RENON, a German GmbH. The company would hold 80% of profits and IAT 20%, with IAT contributing manufacturing and global sales rights and the company contributing money for the business. The technology is to be bought for $10 cash plus a $2,000,000 note at 0.78% interest due July 29, 2011, and the filing says servicing that debt is a prerequisite of business activity.
The company reported a December 20, 2010 agreement under which it takes over from Mid Atlantic Capital Associates SL the agreements with Germany's Institute for Applied Technology (IAT) covering solar energy collector technology, paying 1,000,000 shares. IAT is to receive 92,000,000 shares, with a technology license going to RENON GmbH, a new wholly-owned subsidiary, and a new board and name change are planned. This starts a new solar-technology direction after the cancelled MedPri deal.
The company reported that Jorgensen & Co. resigned as auditor on June 28, 2010 and Donahue Associates, LLC was hired on July 13, 2010. The filing says there were no disagreements, but the earlier audit report included a going-concern opinion. The company's address is now in Palma de Mallorca, Spain.
This amendment repeats the May 10, 2007 change of auditor from James Stafford to Jorgensen & Co. and attaches Stafford's confirming letter to the SEC. It adds no new business developments.
The company said that on July 11, 2007 it rescinded the MedPri/Medical Monitors share exchange and returned all parties to their prior positions, and that the May 2007 closing report should be disregarded. The reasons given: MedPri did not provide adequate capitalization, the agreement did not name successor directors and officers, and the company had not finished due diligence and so never issued the exchange consideration. It also reported dismissing auditor James Stafford on May 10, 2007 and hiring Jorgensen & Co. This reverses the MedPri thread.
The company reported that the MedPri Limited acquisition closed on May 17, 2007, with the 74,000,000 shares, 7,400,000 warrants and the $10,000,000 and $4,000,000 convertible notes issued. It says the company was a shell and this was a reverse merger, so the business becomes MedPri's iCardia heart-monitoring business (the suPER single-use EKG recorder). This closing was later disavowed (see the July 2007 filing).
The company (filing as Global Immune Technologies, Inc., formerly Secureview Systems) reported a July 19, 2006 pending deal to buy all of MedPri Limited's stock in exchange for 74,000,000 new shares, 7,400,000 warrants at $0.50, a $10,000,000 three-year convertible note and a $4,000,000 one-year convertible note to Medical Monitors. Its auditor Smythe Ratcliffe resigned the same day and James Stafford Chartered Accountants was hired; the filing says there were no disagreements, though the earlier audit report carried a going-concern opinion. The filing is dated December 2006, well after the events it reports.
