Reverse merger with Resource Acquisition Group, Inc.
Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2009, DK Investors, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Resource Acquisition Group, Inc., (“Resource Acquisition”) a Nevada Corporation and wholly owned subsidiary of the Company, whereby the Company merged with and into Resource Acquisition and Resource Acquisition being the surviving corporation. Pursuant to the Merger Agreement, Resource Acquisition acquired all of the assets and assumed all of the liabilities and obligations of the Company. The shareholders of the Company received one (1) common share of Resource Acquisition for every two (200) hundred common shares they owned in the Company. The Merger Agreement was executed to further the Company’s plan to re-domesticate its corporate existence from New York to Nevada as described in the Company’s Definitive 14C filed with the Securities & Exchange Commission on September 2, 2009.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 26, 2009, the Company and SGK Nanostructures, Inc., a New York corporation (“SGK”) and wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Company conveyed all of its right title and interest in its business activities in the field of commercializing proprietary technologies and capabilities in the field of nanotechnology (the “Legacy Business”) in exchange for a pro rata spin-off of the Legacy Business. The assets conveyed to SGK consisted of:
|(a) ||Technology related to two patent applications which are pending |
|(b) ||$ 64,246.99 which represents 50% of the current Notes, accrued salary and related expenses due to Mr. John Leo |
|(c) ||$ 110,000 Note payable due to Nano dynamics |
|(d) ||$ 18,541.50 which represents 50% of the accrued salary due to Mr. Brian Zucker |
| e) ||Any and all liabilities related to the business of SGK Nanostructures |
The Agreement was executed to further the Company’s plan to spin-off its corporate assets as described in the Company’s Definitive 14C filed with the Securities & Exchange Commission on September 2, 2009.
Our Board of Directors has authorized the change in our Company’s name to Resource Acquisition Group Inc. to more correctly reflect our business operations of indentifying and acquiring natural resources.