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YGDC RUNNING BABY .029s UP LETS ROLLLLLLLLLLLL1
YGDC MERGER NEWS TODAY!! Yukon Gold Corporation, Inc. to Acquire a Former Producing Gold Mine
Yukon Gold Corp (OTCBB:YGDC)
Intraday Stock Chart
Today : Wednesday 22 December 2010
Yukon Gold Corporation, Inc. (the "Company") (OTCBB: YGDC) is pleased to announce it has entered into a non-binding Letter of Intent (the "LOI") with District Gold Inc., a private Ontario, Canada corporation.
The LOI contemplates, among other things described herein, the acquisition of two groups of mining claims (the "Nevada Claims") in the State of Nevada, one of which was a former producer.
Other matters provided for in the LOI are:
Re-domiciliation of the Company to the State of Nevada from the State of Delaware by way of a merger into a wholly-owned Nevada subsidiary with the same name (the "Nevada Subsidiary").
The Nevada Subsidiary will be authorized to issue 500,000,000 common shares.
Following effectiveness of the re-domiciliation, the Nevada Subsidiary will issue one (1) common share to the shareholders of the Company for each five (5) shares they hold of the Delaware corporation prior to the merger and re-domiciliation. The purchase price of the Nevada Claims will be 70,000,000 common shares of the Company, valued at US$0.03 per share, prior to the re-domiciliation, or 14,000,000 shares of the Nevada Subsidiary, valued at US $0.15 per share, post re-domiciliation. Possible increase in the number of shares available under the 2006 Stock Option Plan.
The Company will seek shareholder approval for the re-domiciliation in Nevada and any increase in shares available under the 2006 Stock Option Plan.
The LOI is conditional upon execution of a definitive agreement by February 1, 2011 and the completion of a $2,000,000 financing by March 31, 2011.
About Yukon Gold
Yukon Gold Corporation, Inc. is an exploration stage mining company, going through a re-organization with the intent of increasing its value to the shareholders.
FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Except for statements of historical fact relating to the company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
SOURCE Yukon Gold Corporation, Inc.
YGDC GOING FOR A RUNNNNNNNNNNNNNN!
YUKON GOLD MERGER READ THIS SHARES VALUED AT .15 CENTS
Yukon Gold will merge (the “Re-Domiciliation Merger”) into a wholly-owned subsidiary formed in Nevada (“Yukon-Nevada”) with the surviving corporation being the Nevada corporation
4. The purchase price of the Nevada Claims will be 70,000,000 common shares of the Company, valued at US$0.03 per share, prior to the re-domiciliation, or 14,000,000 shares of the Nevada Subsidiary, valued at US $0.15 per share, post re-domiciliation
YUKON GOLD K-8 READ HERE!!!!!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 22 , 2010 000-51068
Date of Report (Date of earliest event reported) Commission File Number
YUKON GOLD CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2243048
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
1226 White Oaks Blvd.
Suite 10A
Oakville, ON L6H 2B9, Canada
(Address of Principal Executive Offices) (Zip Code)
(905) 845-1073
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
--------------------------------------------------------------------------------
Item 8.01 Other Events
On December 21, 2010, Yukon Gold Corporation, Inc. (“Yukon Gold”) and District Gold Inc. (“District”) entered into a non-binding Letter of Intent (the “LOI”) concerning the purchase of two mineral claim groups in the State of Nevada (together, the “District Property”), one of which was formerly an operating mine. The LOI contemplates District will receive shares of Yukon Gold as consideration for such District Property, as described below.
The LOI further contemplates that immediately prior to closing (the “Closing”) of a definitive agreement (the “Definitive Agreement”) for the purchase and sale of the District Property, Yukon Gold will move its corporate domicile from the State of Delaware to the State of Nevada. In order to effect such move, Yukon Gold will merge (the “Re-Domiciliation Merger”) into a wholly-owned subsidiary formed in Nevada (“Yukon-Nevada”) with the surviving corporation being the Nevada corporation. Yukon-Nevada would have authorized capital of 500,000,000 shares of common stock. Pursuant to the terms of the Re-Domiciliation Merger, each five (5) shares of Yukon Gold would be exchanged for one (1) share of Yukon-Nevada in the Re-Domiciliation Merger. Immediately following the Closing, Yukon-Nevada will issue to District, 14,000,000 shares of its common stock as consideration for the District Property.
Yukon Gold will seek shareholder approval for, among other things, the Re-Domiciliation Merger and certain proposed amendments to its 2006 Stock Option Plan.
The foregoing transactions are subject to the arrangement of financing (the “Financing”) of not less than $2,000,000 to be arranged by Yukon Gold and District. The LOI will terminate if the Definitive Agreement has not been fully executed by February 1, 2011 or the Financing has not been completed by March 31, 2011. In the event the LOI is terminated, District is required to reimburse Yukon Gold costs it incurred related to the contemplated transactions, capped at $65,000.
Item 9.01 – Exhibits
99.1 Press Release of the Company entitled “Yukon Gold Corporation, Inc. to Acquire a Former Producing Gold Mine” dated December 22, 2010
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
YUKON GOLD CORPORATION, INC.
Date: December 22 , 2010 By: /s/ Kathy Chapman
Kathy Chapman, Chief Financial Officer
2
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Yukon Gold Corporation, Inc. to Acquire a Former Producing Gold Mine
Oakville, Canada, December 22, 2010, Yukon Gold Corporation, Inc. (the “Company”) (OTCBB: YGDC) is pleased to announce it has entered into a non-binding Letter of Intent (the “LOI”) with District Gold Inc., a private Ontario, Canada corporation.
The LOI contemplates, among other things described herein, the acquisition of two groups of mining claims (the “Nevada Claims”) in the State of Nevada, one of which was a former producer.
Other matters provided for in the LOI are:
1. Re-domiciliation of the Company to the State of Nevada from the State of Delaware by way of a merger into a wholly-owned Nevada subsidiary with the same name (the “Nevada Subsidiary”).
2. The Nevada Subsidiary will be authorized to issue 500,000,000 common shares.
3. Following effectiveness of the re-domiciliation, the Nevada Subsidiary will issue one (1) common share to the shareholders of the Company for each five (5) shares they hold of the Delaware corporation prior to the merger and re-domiciliation.
4. The purchase price of the Nevada Claims will be 70,000,000 common shares of the Company, valued at US$0.03 per share, prior to the re-domiciliation, or 14,000,000 shares of the Nevada Subsidiary, valued at US $0.15 per share, post re-domiciliation.
5. Possible increase in the number of shares available under the 2006 Stock Option Plan.
The Company will seek shareholder approval for the re-domiciliation in Nevada and any increase in shares available under the 2006 Stock Option Plan.
The LOI is conditional upon execution of a definitive agreement by February 1, 2011 and the completion of a $2,000,000 financing by March 31, 2011.
About Yukon Gold
Yukon Gold Corporation, Inc. is an exploration stage mining company, going through a re-organization with the intent of increasing its value to the shareholders.
For Further Information, contact:
Lance Capital Ltd.
(905) 845-1073 or
info@lancecapitalltd.com
FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Except for statements of historical fact relating to the company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
--------------------------------------------------------------------------------
YGDC LAST CHANCE BEFORE NEXT LEG STARTS .025 VERY THINNNN!
EXBX SHARES ARE DIFFICULT TO FILL, LOCKED FLOAT!!!!
EXBX WILL EXPLODE SOON MERGED WITH BURNT HICKORY LLC, an Atlanta based company, CONFIRMED READ 8-K!
EXBX MERGER NEWS With Burnt Hickory, LLC, an Atlanta based company
EXBX READ 8-K MERGER CONFIRMED WITH Burnt Hickory, LLC, an Atlanta based company,
EXBX EXPLODING, MERGER NEWS READ 8-K
EXBX MERGER NEWS 1@0067, 1@.0069 THEN BLUE SKIES!
EXBX MOVING 1@.0067, 1@.0069 THEN .0093 SO THINNNNNNNN!
MERGER NEWS GREAT TIME TO JOIN EXBX .006 COULD GO ANYTIME NOW!
EXBX COULD FINISH AT .03 TODAY GREAT MERGER NEWS!
EXBX 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2010
EXOBOX TECHNOLOGIES CORP
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-51689 88-0456274
(State of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
5780 Avenida Robledal
Pensacola, Florida 32504
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (850) 384-3009
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14z-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Exobox Technologies Corp.
8-K Filing
Filed 2010-12-21
(0) Attachments
Print Share
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2010 EXOBOX TECHNOLOGIES CORP (Exact Name of Registrant as Specified in its Charter) Nevada 000-51689 88-0456274 (State of Incorporation or Organization)(Commission File Number)(I.R.S. Employer Identification No.) 5780 Avenida Robledal Pensacola, Florida 32504 (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code: (850) 384-3009 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14z-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Exobox Technologies Corp. 8-K Filing Filed 2010-12-21 (0) Attachments Print Share Create a Free Account | Login | Stats | Blog | Feedback HOME|BROWSE SEC FILINGS|INSIDER TRADING|IPO CENTER|FORM D Add private note Select Research Page: Protip: highlight text from the document to include in your note ITEM 1.01. Entry into a Material Definitive Agreement Exobox Technologies Corp (EXBX) and its wholly owned subsidiary SUEZ Technology Corp, hereafter Exobox through its Chief Executive Officer, Jacob Cukjati, has completed negotiating the terms of a Definitive Agreement with Burnt Hickory, LLC, an Atlanta based company, which will result in selling all its current owned technology as soon as stockholder approval is obtained. The completion of the terms of the Definitive Agreement was the result of an extensive and ongoing consultations and negotiations over the past months with Exobox's current and previous management, its representatives, founders, and consultants. Under the terms, the Definitive Agreement sale is subject to approved by a meeting of the shareholder's of the company. Accordingly, The Exobox Board of Directors voted to hold a shareholders meeting on January 7th, 2011 for shareholders of record as of December 17, 2010. It is noteworthy to note, that the Board believes that without shareholder approval of the sales transaction that foreclosure on its secured technology is a possibility. The major terms of the Definitive Agreement involve an assumption of all secured debt by Burnt Hickory,LLC, the issuance of a note receivable to Exobox's wholly owned subsidiary (SUEZ), Burnt Hickory's participation in various costs, and Exobox's participation in future continuing revenues. Most specifically, Burnt Hickory will assume all liabilities covering the security interest securing the technology, issue a note payable to Exobox in the amount of $615,000 with 6% interest rate that will start accruing 24 months after the closing of the transaction. In addition, the Definitive Agreement, states that the company will receive continuing revenue varying from 2% to 3% of net profits of Burnt Hickory once the technology is coded and the initial development cost is recovered. The company will also receive a minimum of 10% net profits from its software products ExoDetect and ExoWatch and participate in any awards from litigation that may result as the result of patent infringements. Management and the Board of Directors believe that this transaction is the best course of action to pursue given the inherited financial environment. The completed sale, as part of the company’s overall coordinated forward looking business strategy, would allow intensification of the pursuit of settlement agreements it has been actively negotiating of its debt. In anticipation of receiving approval of the sale, the company has received verbal commitments from major debtors, which reach a major benchmark in its business plan. If approval of the sale by shareholders is obtained, negotiations will proceed to the execution stage. The settlement of the company’s debt is intended to allow the creation of the economic environment which would allow it to substantially clean up its balance sheet. Then as part of the overall comprehensive business strategy, the company will attempt to simultaneously proceed to settle all of its outstanding litigation, enter into a Letter of Intent to finalize negotiations it has been conducting with Scott Copeland for the acquisition of new technology, attempt to secure financing for development of the technology from a solid corporate financial base, and apply all its managements efforts on towards business operations. The company and various founders are actively pursuing release as defendant from a shareholder lead Class Action lawsuit in order to become a plaintiff. Exobox had previously had a previous Letter of Intent from a similar lead group that had expired on October 15, 2010. Save Page to Account Share Select Research Page: Add private note Select Research Page: Protip: highlight text from the document to include in your note 4.01 Changes in Registrant's Certifying Accountant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers a. Mark Kerzner resigned as Chief Technology Officer of the corporation, however he is still maintaining the corporation’s website. The company is deferring action on appointing a new CTO until targeted business plan goals are attained. c. Disclosure under Item 5.02(c) and (d) when the registrant appoints certain new officers or a new director is elected Jacob Cukjati was elected Chief Executive Officer of the Corporation by the Board. Other appointed members of the Board of Directors include Eric Cavanaugh and Carl Ulepich. Mr. Cavanaugh has over fifteen (15) years of management experience. Since 2005, he is the managing partner of CG Electrical Contractors LLC. He attended the University of Louisville from 1980 to 1983, since then he has applied his talents and experience to electrical contracting. Mr. Cavanaugh has served on the board of Exobox since November 2010. Mr. Cavanaugh brings to Exobox his extensive hands on general business operations expertise and has been a financial supporter and shareholder in the Company for over 4 years. Jacob P Cukjati, is a CPA and currently holds a variable annuity license. He is a seasoned executive with over thirty-six (36) years of experience. Mr. Cukjati has served as CEO, President and Chairman of the Board since October 2010. Mr. Cukjati received a Bachelor of Arts Degree from the Pittsburg State University and later completed additional hours towards a Masters Degree with a 4.0 GPA. Prior to 2010 Mr. Cukjati was engaged in public and private accounting. In 1982 Mr. Cukjati took over management of a bank client’s insolvent and bankrupt firm, operated it and successfully sold to a publically held firm in 1997. Under Mr. Cukjati’s leadership, his firm was the only one (1) of thirty-eight (38) companies to survive a foreclosure action by the industries primary financier. Mr. Cukjati designed and was manager over two (2) software projects which were sold nationwide and designed one technology which was later sold to a major computer company for $5,000,000. While practicing as an accountant Mr. Cukjati served as president for the SBA loan programs for years and practiced before the Federal Reserve Board staffs in Washington D.C. Mr. Cukjati also served as a certified counselor for the SBA and as a counselor the banks clients he represented to assist businesses who had financial difficulty on several different occasions. Mr. Cukjati has one invention to his credit. During 2010 Mr. Cukjati managed the N Florida State Baseball 13U Championship team. Carl Ulepich has served as President of Lee Enterprises from 1987 to present. Mr. Ulepich has over twenty-nine (29) years of management experience and has been involved with international export and import. He attended Pittsburg State University. He has served on many foundation boards, such as the School Board, Education Foundation, Recreation Board and was a District President for Rotary International. Mr.Ulepich has been secretary of the Exobox Board since early October 2010. Mr.Ulepich brings to Exobox his considerable general business expertise and has been a supporter and shareholder in the Company for years. Save Page to Account Share Select Research Page: Add private note Select Research Page: Protip: highlight text from the document to include in your note 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Other major items to be voted on at the Shareholder's meeting include election of the Board, approval of company auditor's, approval of Board of Director's actions, approval of creation of SUEZ Technology Corp as a wholly owned subsidiary, approval of Board of Directors authority to increase or decrease issued and/or authorized common shares. The shareholder’s will also be asked to approve a change in the fiscal year of the corporation to December 31 effective December 31, 2011. The board is recommending approval of all shareholder proposals so it can continue to implement the company’s business plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 20, 2010 EXOBOX TECHNOLOGIES CORP By:/s/ Jacob Cukjati Jacob Cukjati Chief Executive Officer
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ITEM 1.01. Entry into a Material Definitive Agreement
Exobox Technologies Corp (EXBX) and its wholly owned subsidiary SUEZ Technology Corp, hereafter Exobox through its Chief Executive Officer, Jacob Cukjati, has completed negotiating the terms of a Definitive Agreement with Burnt Hickory, LLC, an Atlanta based company, which will result in selling all its current owned technology as soon as stockholder approval is obtained.
The completion of the terms of the Definitive Agreement was the result of an extensive and ongoing consultations and negotiations over the past months with Exobox's current and previous management, its representatives, founders, and consultants. Under the terms, the Definitive Agreement sale is subject to approved by a meeting of the shareholder's of the company. Accordingly, The Exobox Board of Directors voted to hold a shareholders meeting on January 7th, 2011 for shareholders of record as of December 17, 2010. It is noteworthy to note, that the Board believes that without shareholder approval of the sales transaction that foreclosure on its secured technology is a possibility.
The major terms of the Definitive Agreement involve an assumption of all secured debt by Burnt Hickory,LLC, the issuance of a note receivable to Exobox's wholly owned subsidiary (SUEZ), Burnt Hickory's participation in various costs, and Exobox's participation in future continuing revenues. Most specifically, Burnt Hickory will assume all liabilities covering the security interest securing the technology, issue a note payable to Exobox in the amount of $615,000 with 6% interest rate that will start accruing 24 months after the closing of the transaction. In addition, the Definitive Agreement, states that the company will receive continuing revenue varying from 2% to 3% of net profits of Burnt Hickory once the technology is coded and the initial development cost is recovered. The company will also receive a minimum of 10% net profits from its software products ExoDetect and ExoWatch and participate in any awards from litigation that may result as the result of patent infringements.
Management and the Board of Directors believe that this transaction is the best course of action to pursue given the inherited financial environment. The completed sale, as part of the company’s overall coordinated forward looking business strategy, would allow intensification of the pursuit of settlement agreements it has been actively negotiating of its debt. In anticipation of receiving approval of the sale, the company has received verbal commitments from major debtors, which reach a major benchmark in its business plan. If approval of the sale by shareholders is obtained, negotiations will proceed to the execution stage. The settlement of the company’s debt is intended to allow the creation of the economic environment which would allow it to substantially clean up its balance sheet. Then as part of the overall comprehensive business strategy, the company will attempt to simultaneously proceed to settle all of its outstanding litigation, enter into a Letter of Intent to finalize negotiations it has been conducting with Scott Copeland for the acquisition of new technology, attempt to secure financing for development of the technology from a solid corporate financial base, and apply all its managements efforts on towards business operations. The company and various founders are actively pursuing release as defendant from a shareholder lead Class Action lawsuit in order to become a plaintiff.
Exobox had previously had a previous Letter of Intent from a similar lead group that had expired on October 15, 2010.
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4.01 Changes in Registrant's Certifying Accountant
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
a. Mark Kerzner resigned as Chief Technology Officer of the corporation, however he is still maintaining the corporation’s website. The company is deferring action on appointing a new CTO until targeted business plan goals are attained.
c. Disclosure under Item 5.02(c) and (d) when the registrant appoints certain new officers or a new director is elected Jacob Cukjati was elected Chief Executive Officer of the Corporation by the Board. Other appointed members of the Board of Directors include Eric Cavanaugh and Carl Ulepich.
Mr. Cavanaugh has over fifteen (15) years of management experience. Since 2005, he is the managing partner of CG Electrical Contractors LLC. He attended the University of Louisville from 1980 to 1983, since then he has applied his talents and experience to electrical contracting. Mr. Cavanaugh has served on the board of Exobox since November 2010. Mr. Cavanaugh brings to Exobox his extensive hands on general business operations expertise and has been a financial supporter and shareholder in the Company for over 4 years.
Jacob P Cukjati, is a CPA and currently holds a variable annuity license. He is a seasoned executive with over thirty-six (36) years of experience. Mr. Cukjati has served as CEO, President and Chairman of the Board since October 2010. Mr. Cukjati received a Bachelor of Arts Degree from the Pittsburg State University and later completed additional hours towards a Masters Degree with a 4.0 GPA. Prior to 2010 Mr. Cukjati was engaged in public and private accounting. In 1982 Mr. Cukjati took over management of a bank client’s insolvent and bankrupt firm, operated it and successfully sold to a publically held firm in 1997. Under Mr. Cukjati’s leadership, his firm was the only one (1) of thirty-eight (38) companies to survive a foreclosure action by the industries primary financier. Mr. Cukjati designed and was manager over two (2) software projects which were sold nationwide and designed one technology which was later sold to a major computer company for $5,000,000. While practicing as an accountant Mr. Cukjati served as president for the SBA loan programs for years and practiced before the Federal Reserve Board staffs in Washington D.C. Mr. Cukjati also served as a certified counselor for the SBA and as a counselor the banks clients he represented to assist businesses who had financial difficulty on several different occasions. Mr. Cukjati has one invention to his credit. During 2010 Mr. Cukjati managed the N Florida State Baseball 13U Championship team.
Carl Ulepich has served as President of Lee Enterprises from 1987 to present. Mr. Ulepich has over twenty-nine (29) years of management experience and has been involved with international export and import. He attended Pittsburg State University. He has served on many foundation boards, such as the School Board, Education Foundation, Recreation Board and was a District President for Rotary International. Mr.Ulepich has been secretary of the Exobox Board since early October 2010. Mr.Ulepich brings to Exobox his considerable general business expertise and has been a supporter and shareholder in the Company for years.
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5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Other major items to be voted on at the Shareholder's meeting include election of the Board, approval of company auditor's, approval of Board of Director's actions, approval of creation of SUEZ Technology Corp as a wholly owned subsidiary, approval of Board of Directors authority to increase or decrease issued and/or authorized common shares. The shareholder’s will also be asked to approve a change in the fiscal year of the corporation to December 31 effective December 31, 2011. The board is recommending approval of all shareholder proposals so it can continue to implement the company’s business plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 20, 2010
EXOBOX TECHNOLOGIES CORP
By: /s/ Jacob Cukjati
Jacob Cukjati
Chief Executive Officer
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2010
EXOBOX TECHNOLOGIES CORP
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-51689 88-0456274
(State of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)
5780 Avenida Robledal
Pensacola, Florida 32504
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (850) 384-3009
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14z-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Exobox Technologies Corp.
8-K Filing
Filed 2010-12-21
(0) Attachments
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2010 EXOBOX TECHNOLOGIES CORP (Exact Name of Registrant as Specified in its Charter) Nevada 000-51689 88-0456274 (State of Incorporation or Organization)(Commission File Number)(I.R.S. Employer Identification No.) 5780 Avenida Robledal Pensacola, Florida 32504 (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code: (850) 384-3009 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14z-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Exobox Technologies Corp. 8-K Filing Filed 2010-12-21 (0) Attachments Print Share Create a Free Account | Login | Stats | Blog | Feedback HOME|BROWSE SEC FILINGS|INSIDER TRADING|IPO CENTER|FORM D Add private note Select Research Page: Protip: highlight text from the document to include in your note ITEM 1.01. Entry into a Material Definitive Agreement Exobox Technologies Corp (EXBX) and its wholly owned subsidiary SUEZ Technology Corp, hereafter Exobox through its Chief Executive Officer, Jacob Cukjati, has completed negotiating the terms of a Definitive Agreement with Burnt Hickory, LLC, an Atlanta based company, which will result in selling all its current owned technology as soon as stockholder approval is obtained. The completion of the terms of the Definitive Agreement was the result of an extensive and ongoing consultations and negotiations over the past months with Exobox's current and previous management, its representatives, founders, and consultants. Under the terms, the Definitive Agreement sale is subject to approved by a meeting of the shareholder's of the company. Accordingly, The Exobox Board of Directors voted to hold a shareholders meeting on January 7th, 2011 for shareholders of record as of December 17, 2010. It is noteworthy to note, that the Board believes that without shareholder approval of the sales transaction that foreclosure on its secured technology is a possibility. The major terms of the Definitive Agreement involve an assumption of all secured debt by Burnt Hickory,LLC, the issuance of a note receivable to Exobox's wholly owned subsidiary (SUEZ), Burnt Hickory's participation in various costs, and Exobox's participation in future continuing revenues. Most specifically, Burnt Hickory will assume all liabilities covering the security interest securing the technology, issue a note payable to Exobox in the amount of $615,000 with 6% interest rate that will start accruing 24 months after the closing of the transaction. In addition, the Definitive Agreement, states that the company will receive continuing revenue varying from 2% to 3% of net profits of Burnt Hickory once the technology is coded and the initial development cost is recovered. The company will also receive a minimum of 10% net profits from its software products ExoDetect and ExoWatch and participate in any awards from litigation that may result as the result of patent infringements. Management and the Board of Directors believe that this transaction is the best course of action to pursue given the inherited financial environment. The completed sale, as part of the company’s overall coordinated forward looking business strategy, would allow intensification of the pursuit of settlement agreements it has been actively negotiating of its debt. In anticipation of receiving approval of the sale, the company has received verbal commitments from major debtors, which reach a major benchmark in its business plan. If approval of the sale by shareholders is obtained, negotiations will proceed to the execution stage. The settlement of the company’s debt is intended to allow the creation of the economic environment which would allow it to substantially clean up its balance sheet. Then as part of the overall comprehensive business strategy, the company will attempt to simultaneously proceed to settle all of its outstanding litigation, enter into a Letter of Intent to finalize negotiations it has been conducting with Scott Copeland for the acquisition of new technology, attempt to secure financing for development of the technology from a solid corporate financial base, and apply all its managements efforts on towards business operations. The company and various founders are actively pursuing release as defendant from a shareholder lead Class Action lawsuit in order to become a plaintiff. Exobox had previously had a previous Letter of Intent from a similar lead group that had expired on October 15, 2010. Save Page to Account Share Select Research Page: Add private note Select Research Page: Protip: highlight text from the document to include in your note 4.01 Changes in Registrant's Certifying Accountant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers a. Mark Kerzner resigned as Chief Technology Officer of the corporation, however he is still maintaining the corporation’s website. The company is deferring action on appointing a new CTO until targeted business plan goals are attained. c. Disclosure under Item 5.02(c) and (d) when the registrant appoints certain new officers or a new director is elected Jacob Cukjati was elected Chief Executive Officer of the Corporation by the Board. Other appointed members of the Board of Directors include Eric Cavanaugh and Carl Ulepich. Mr. Cavanaugh has over fifteen (15) years of management experience. Since 2005, he is the managing partner of CG Electrical Contractors LLC. He attended the University of Louisville from 1980 to 1983, since then he has applied his talents and experience to electrical contracting. Mr. Cavanaugh has served on the board of Exobox since November 2010. Mr. Cavanaugh brings to Exobox his extensive hands on general business operations expertise and has been a financial supporter and shareholder in the Company for over 4 years. Jacob P Cukjati, is a CPA and currently holds a variable annuity license. He is a seasoned executive with over thirty-six (36) years of experience. Mr. Cukjati has served as CEO, President and Chairman of the Board since October 2010. Mr. Cukjati received a Bachelor of Arts Degree from the Pittsburg State University and later completed additional hours towards a Masters Degree with a 4.0 GPA. Prior to 2010 Mr. Cukjati was engaged in public and private accounting. In 1982 Mr. Cukjati took over management of a bank client’s insolvent and bankrupt firm, operated it and successfully sold to a publically held firm in 1997. Under Mr. Cukjati’s leadership, his firm was the only one (1) of thirty-eight (38) companies to survive a foreclosure action by the industries primary financier. Mr. Cukjati designed and was manager over two (2) software projects which were sold nationwide and designed one technology which was later sold to a major computer company for $5,000,000. While practicing as an accountant Mr. Cukjati served as president for the SBA loan programs for years and practiced before the Federal Reserve Board staffs in Washington D.C. Mr. Cukjati also served as a certified counselor for the SBA and as a counselor the banks clients he represented to assist businesses who had financial difficulty on several different occasions. Mr. Cukjati has one invention to his credit. During 2010 Mr. Cukjati managed the N Florida State Baseball 13U Championship team. Carl Ulepich has served as President of Lee Enterprises from 1987 to present. Mr. Ulepich has over twenty-nine (29) years of management experience and has been involved with international export and import. He attended Pittsburg State University. He has served on many foundation boards, such as the School Board, Education Foundation, Recreation Board and was a District President for Rotary International. Mr.Ulepich has been secretary of the Exobox Board since early October 2010. Mr.Ulepich brings to Exobox his considerable general business expertise and has been a supporter and shareholder in the Company for years. Save Page to Account Share Select Research Page: Add private note Select Research Page: Protip: highlight text from the document to include in your note 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Other major items to be voted on at the Shareholder's meeting include election of the Board, approval of company auditor's, approval of Board of Director's actions, approval of creation of SUEZ Technology Corp as a wholly owned subsidiary, approval of Board of Directors authority to increase or decrease issued and/or authorized common shares. The shareholder’s will also be asked to approve a change in the fiscal year of the corporation to December 31 effective December 31, 2011. The board is recommending approval of all shareholder proposals so it can continue to implement the company’s business plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 20, 2010 EXOBOX TECHNOLOGIES CORP By:/s/ Jacob Cukjati Jacob Cukjati Chief Executive Officer
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ITEM 1.01. Entry into a Material Definitive Agreement
Exobox Technologies Corp (EXBX) and its wholly owned subsidiary SUEZ Technology Corp, hereafter Exobox through its Chief Executive Officer, Jacob Cukjati, has completed negotiating the terms of a Definitive Agreement with Burnt Hickory, LLC, an Atlanta based company, which will result in selling all its current owned technology as soon as stockholder approval is obtained.
The completion of the terms of the Definitive Agreement was the result of an extensive and ongoing consultations and negotiations over the past months with Exobox's current and previous management, its representatives, founders, and consultants. Under the terms, the Definitive Agreement sale is subject to approved by a meeting of the shareholder's of the company. Accordingly, The Exobox Board of Directors voted to hold a shareholders meeting on January 7th, 2011 for shareholders of record as of December 17, 2010. It is noteworthy to note, that the Board believes that without shareholder approval of the sales transaction that foreclosure on its secured technology is a possibility.
The major terms of the Definitive Agreement involve an assumption of all secured debt by Burnt Hickory,LLC, the issuance of a note receivable to Exobox's wholly owned subsidiary (SUEZ), Burnt Hickory's participation in various costs, and Exobox's participation in future continuing revenues. Most specifically, Burnt Hickory will assume all liabilities covering the security interest securing the technology, issue a note payable to Exobox in the amount of $615,000 with 6% interest rate that will start accruing 24 months after the closing of the transaction. In addition, the Definitive Agreement, states that the company will receive continuing revenue varying from 2% to 3% of net profits of Burnt Hickory once the technology is coded and the initial development cost is recovered. The company will also receive a minimum of 10% net profits from its software products ExoDetect and ExoWatch and participate in any awards from litigation that may result as the result of patent infringements.
Management and the Board of Directors believe that this transaction is the best course of action to pursue given the inherited financial environment. The completed sale, as part of the company’s overall coordinated forward looking business strategy, would allow intensification of the pursuit of settlement agreements it has been actively negotiating of its debt. In anticipation of receiving approval of the sale, the company has received verbal commitments from major debtors, which reach a major benchmark in its business plan. If approval of the sale by shareholders is obtained, negotiations will proceed to the execution stage. The settlement of the company’s debt is intended to allow the creation of the economic environment which would allow it to substantially clean up its balance sheet. Then as part of the overall comprehensive business strategy, the company will attempt to simultaneously proceed to settle all of its outstanding litigation, enter into a Letter of Intent to finalize negotiations it has been conducting with Scott Copeland for the acquisition of new technology, attempt to secure financing for development of the technology from a solid corporate financial base, and apply all its managements efforts on towards business operations. The company and various founders are actively pursuing release as defendant from a shareholder lead Class Action lawsuit in order to become a plaintiff.
Exobox had previously had a previous Letter of Intent from a similar lead group that had expired on October 15, 2010.
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4.01 Changes in Registrant's Certifying Accountant
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
a. Mark Kerzner resigned as Chief Technology Officer of the corporation, however he is still maintaining the corporation’s website. The company is deferring action on appointing a new CTO until targeted business plan goals are attained.
c. Disclosure under Item 5.02(c) and (d) when the registrant appoints certain new officers or a new director is elected Jacob Cukjati was elected Chief Executive Officer of the Corporation by the Board. Other appointed members of the Board of Directors include Eric Cavanaugh and Carl Ulepich.
Mr. Cavanaugh has over fifteen (15) years of management experience. Since 2005, he is the managing partner of CG Electrical Contractors LLC. He attended the University of Louisville from 1980 to 1983, since then he has applied his talents and experience to electrical contracting. Mr. Cavanaugh has served on the board of Exobox since November 2010. Mr. Cavanaugh brings to Exobox his extensive hands on general business operations expertise and has been a financial supporter and shareholder in the Company for over 4 years.
Jacob P Cukjati, is a CPA and currently holds a variable annuity license. He is a seasoned executive with over thirty-six (36) years of experience. Mr. Cukjati has served as CEO, President and Chairman of the Board since October 2010. Mr. Cukjati received a Bachelor of Arts Degree from the Pittsburg State University and later completed additional hours towards a Masters Degree with a 4.0 GPA. Prior to 2010 Mr. Cukjati was engaged in public and private accounting. In 1982 Mr. Cukjati took over management of a bank client’s insolvent and bankrupt firm, operated it and successfully sold to a publically held firm in 1997. Under Mr. Cukjati’s leadership, his firm was the only one (1) of thirty-eight (38) companies to survive a foreclosure action by the industries primary financier. Mr. Cukjati designed and was manager over two (2) software projects which were sold nationwide and designed one technology which was later sold to a major computer company for $5,000,000. While practicing as an accountant Mr. Cukjati served as president for the SBA loan programs for years and practiced before the Federal Reserve Board staffs in Washington D.C. Mr. Cukjati also served as a certified counselor for the SBA and as a counselor the banks clients he represented to assist businesses who had financial difficulty on several different occasions. Mr. Cukjati has one invention to his credit. During 2010 Mr. Cukjati managed the N Florida State Baseball 13U Championship team.
Carl Ulepich has served as President of Lee Enterprises from 1987 to present. Mr. Ulepich has over twenty-nine (29) years of management experience and has been involved with international export and import. He attended Pittsburg State University. He has served on many foundation boards, such as the School Board, Education Foundation, Recreation Board and was a District President for Rotary International. Mr.Ulepich has been secretary of the Exobox Board since early October 2010. Mr.Ulepich brings to Exobox his considerable general business expertise and has been a supporter and shareholder in the Company for years.
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5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Other major items to be voted on at the Shareholder's meeting include election of the Board, approval of company auditor's, approval of Board of Director's actions, approval of creation of SUEZ Technology Corp as a wholly owned subsidiary, approval of Board of Directors authority to increase or decrease issued and/or authorized common shares. The shareholder’s will also be asked to approve a change in the fiscal year of the corporation to December 31 effective December 31, 2011. The board is recommending approval of all shareholder proposals so it can continue to implement the company’s business plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 20, 2010
EXOBOX TECHNOLOGIES CORP
By: /s/ Jacob Cukjati
Jacob Cukjati
Chief Executive Officer
EXBX LOOKING FOR MAJOR BREAKOUT TODAY, SPINNING TOP TELLS US WE HAVE CONTROL! 8-K OUT READ
WOW MERGER NEWS CONFIRMED FOR EXBX AND NO BUYS!
MERGER NEWS EXBX WILL HIT HOD!
MERGER NEWS FINALIZED FOR EXBX HUGE!
EXBX FLYING HIGH!
VYEY COULD GO WITH VOLUME EASILY MMs HOLDING IT BACK WITH SMALL SELLS....CSTI IS A PIG! .009 HIT ASK AND DOUBLE BAGGER!
VYEY UP 20% ON ONLY 600000 SHARES SO F**KING THIN!
VYEY GOING BOUNCY BOUNCY BOUNCE BABY!
GUYS GO TO THE BB STOCK HAVEN BOARD AND LET THEM KNOW WE ARE BOUNCING BABY!
2@.01 VYEY LOOKING GREAT HUGE BOUNCE COMING!
VYEY LOOKING GOOD, MM TRIED TO LOWER IT BUT NO SELLERS!
VYEY .0127 UP OVER 3 MILLION BUYS IN LAST HOUR HUGE POP COMING!