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Sunday, August 29, 2010 1:40:38 AM
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In a nutshell TDGI Management Parkinson and Shefte deposited $21 Million in Assets into the TDGI Treasury in exchange for 159.3 Million shares of TDGI stock.
Item III
a). Terms of Acquisition
Under the terms of the acquisition and stock-swap agreement, Parkinson and Shefte exchanged one-hundred-percent (100%) of the shares of Truman Press, Inc., d/b/a “Hannover House” for 159,336,082 restricted shares of Target Development Group, Inc. common stock, collectively representing sixty-one percent (61%) of the total shares in issue following the completion of the acquisition and stock swap agreement. In addition, a total of 1,000,000 Target Series A Preferred Stock shares were issued to Parkinson and Shefte as described below. Parkinson and Shefte were elected as officers and directors of Target and accepted positions on the Board of Directors of Target. Effective December 1, 2009, Parkinson became the Chairman and Chief Executive Officer of Target and Shefte became the President of Target. Also effective December 1, 2009, Juan Carlos Gonzalez Evangelista resigned from his board position and from all officer and director positions with Target.
b). Series A Preferred Stock
Under the acquisition and stock-swap agreement, and in respect of the managerial duties accepted by Parkinson and Shefte, an additional one-million (1,000,000) shares of Target Series A Preferred Stock were issued, with 600,000 shares to Parkinson and 400,000 shares to Shefte. The Series A Preferred Stock shares carry no value except for their weighted vote equivalent of 1,000 common shares each.
c). Valuation of Acquisition
As of September 30, 2009, the unaudited and unreviewed balance sheet for Hannover listed total assets of $21,112,938, including a library valuation of $16,015,670. Target believes that the acquisition and stock-swap agreement with Hannover which called for the issuance of 159,336,082 restricted shares of Target delivers a substantial value to other Target shareholders. Excluding the value of the ongoing operations of Hannover, the direct balance sheet benefit of the Hannover assets and library relative to the total number of Target shares exchanged to acquire Hannover represents a valuation of approximately $.13 per share.
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