-- Trustcash Holdings, Inc. (the "Company") (OTCBB:TCHH) announced today that it has acquired all outstanding membership interests of Trustcash LLC, a leader of private and secure payment processing on the Internet.
Under the terms of the Purchase Agreement, the Company acquired all of the issued and outstanding membership interests of Trustcash LLC from the owners of Trustcash LLC, free and clear of all liens. Pursuant to the Agreement the Company elected Gregory Moss, who is a co-founder of Trustcash LLC, as its President and CEO, and a director, and Dennis Shafer as its Chairman of the Board.
The Company issued to the former members of Trustcash LLC an aggregate of 49,631,448 shares of common stock. It also paid to one former member $200,000 in cash and issued its 5% Secured Promissory Note in the principal amount of $700,000 payable in full in two years, subject to certain mandatory prepayment requirements out of future financings received by the Company, in return for, among other things, such member's surrender of certain indebtedness owed to it by Trustcash LLC. The Company's Note is secured by all the current and future assets of the Company and its subsidiaries and guaranteed by its Trustcash LLC subsidiary.
As a result of this acquisition, the former owners of Trustcash LLC now own approximately 42% of the Company's common stock (38.9% on a fully diluted basis). Messrs Moss and Shafer together own approximately 30% of the Company's common stock.
A copy of the Purchase Agreement and other related agreements will be filed as exhibits to the Company's Report on Form 8-K, the full text of which can be accessed by visiting
http://www.sec.gov and completing a "Search for Company filings" under the Filings & Forms header on the front page.
About Trustcash Holdings, Inc.