GENERATION ZERO GROUP, INC.
01/06/10 8-K completes change of ownership !
COMPANY UNDERGOING CHANGES OF OWNERSHIP
AND REVERSE MERGER.
REFER TO RECENT 10Q
The number of shares outstanding of each of the issuer’s classes of equity as of November 19, 2009 is 12,620,500 shares of common stock, par value $0.001 per share, and 1 share of Series A Preferred Stock, par value $0.001 per share.
AS 110,000,000
Complete SEC Filings: http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001390072&action=getcompany
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On or around November 10, 2009, Travel Engine Solutions, LLC (“ Travel Engine ”) subscribed for 1,000 shares of Velocity Oil & Gas, Inc. (the “ Company, ” “ we, ” and “ our ”) Series A Preferred Stock (the “ Series A Shares ”) for aggregate consideration of $175,000. A total of $50,000 of the funds for the Series A Shares was received immediately and pursuant to the terms of the Subscription Agreement, we agreed to issue Travel Engine one share of Series A Preferred Stock in connection with such payment, which share (the “ Series A Preferred Share ”) was to be held in trust until such time as Travel Engine paid the remaining $125,000 due pursuant to the terms of the Subscription Agreement (the “ Additional Consideration ”).
Additional “ Requirements ” which had to be met prior to Travel Engine paying the Additional Consideration included that the Company had no liabilities, was not party to any litigation (threatened or pending), had no convertible securities outstanding (other than a convertible note currently held by Capersia Pte. Ltd.), the Company shall have filed its Form 10-Q (the “ Form 10-Q ”), the Company shall have obtained the resignation of its current officers and Directors (along with representations from such officers and Directors that no fees or other compensation was due to such officers and Directors), which occurred as described below, and Frank Jacobs, the Company’s former Director shall have entered into a lock-up agreement, approved by Travel Engine, pursuant to which Mr. Jacobs would agree not to sell any Company securities for a period of one (1) year, which has previously occurred.
The Company received the Additional Consideration in December 2009.
ITEM 5.01. CHANGE IN CONTROL OF REGISTRANT.
Travel Engine is 100% beneficially owned by Matthew Krieg who acquired all of Konstantin Derenstein’s (a former owner of Travel Engine) ownership in Travel Engine subsequent to the filing of the Company ’ s Form 10-Q for the period ended September 30, 2009 on November 20, 2009, which Form 10-Q originally reported the change in control of the Company , a nd as a result of the entry into the Subscription Agreement and the transactions described above, Matthew Krieg (who subsequently became the Company’s sole officer and Director as described below) obtained and holds sole voting control over the Company.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On or around December 18, 2009, the Board of Directors of Velocity Oil & Gas, Inc. (the “ Company ”) increased the number of Directors of the Company from two (2) to three (3). The Board also appointed Matthew Krieg, a beneficial owner of Travel Engine, as a Director of the Company to fill the vacancy left by the increase in Directors pursuant to the authority provided to the Board of Directors in the Company’s Bylaws (the “ Appointment ”). Immediately following the Appointment, and effective December 18, 2009, Edwargo Setjadiningrat resigned as President, Chief Executive Officer, Chief Financial Officer and Director of the Company and Frank Jacobs resigned as Secretary and Director of the Company.
The Board of Directors, then consisting of Mr. Krieg appointed Mr. Krieg as President, Chief Executive Officer, Chief Financial Officer, Treasurer and as Secretary of the Company, effective December 18, 2009.
Mr. Krieg’s biographical information is described below:
Matthew Krieg , Age 39
Since November 2008, Mr. Krieg has been self-employed as a consultant in the online travel and ecommerce industry. Mr. Krieg served as the president of nPorta, Inc., in Atlanta, Georgia, which provides software development and consulting to the travel industry, from July 2003 to October 2008. From February 2005 to June 2006, Mr. Krieg served as the Vice President of Strategic Planning with OneTravel, Inc., in Atlanta, Georgia. From September 2002 to May 2003, Mr. Krieg served as a Senior Financial Analyst with Leisure Industries in Las Vegas, Nevada. From January 1999 to August 2002, Mr. Krieg served as Strategic Finance Manager to Eastern Airlines in Miami, Florida.
Mr. Krieg obtained his Bachelors degree from the University of Miami in Management in 1993 and his Masters degree from the University of Miami in Finance in 1999.
