STW Resources Holding Corp. (fka STWSQ)

[BBP1990]

What is Woozyfly? Was STW in the Pet Food Distribution before I started following??? LMFAO!!! REVERSE MERGER!!!!!!

Considering that, following the merger, the shareholders of STW control the majority of our outstanding voting common stock and we effectively succeeded our otherwise minimal operations to those that are theirs, STW is considered the accounting acquirer in this reverse-merger transaction

On February 12, 2009, pursuant to the terms of the Merger Agreement, STW merged with and into Acquisition Sub, which became a wholly-owned subsidiary of the Company (the “Merger”). In consideration for the Merger and STW becoming a wholly-owned subsidiary of the Company, the Company issued an aggregate of 26,543,075 (the “STW Acquisition Shares”) shares of common stock to the shareholders of STW at the closing of the merger and all derivative securities of STW as of the Merger became derivative securities of Woozyfly including options and warrants to acquire 12,613,002 shares of common stock at an exercise price ranging from $3.00 to $8.00 with an exercise period ranging from July 31, 2011 through November 12, 2014 and convertible debentures in the principal amount of $1,467,903 with a conversion price of $0.25 and maturity dates ranging from April 24, 2010 through November 12, 2010.