Cloudward Inc. (CDWD)

[dejavu alloveragain]

from the filings:

http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=5878105-6677-196779&type=sect&dcn=0001104659-08-025970

Item 2.01 Completion of Acquisition or Disposition of Assets.



This report is being filed by Tripath Technology Inc., a Delaware corporation (“ Tripath ” or the “ Company ”), in connection with the merger of Etelos, Incorporated, a Washington corporation (“ Etelos ”), with and into Tripath. Tripath changed its name to Etelos, Inc.



As discussed in more detail in Item 5.06 of this report, as a result of the merger , Tripath ceased being a shell company as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).



FORM 10-SB DISCLOSURE



As disclosed elsewhere in this report, on April 22 , 2008, Etelos merged with and into Tripath in a reverse merger transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company, like Tripath was immediately before the merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10-SB.



Accordingly, Tripath is providing below the information that would be included in a Form 10-SB if Tripath were to file a Form 10-SB. Note that the information provided below generally relates to the business enterprise after the merger, except that information relating to periods prior to the effective time of the merger only relates to Tripath unless the context suggests otherwise. In this report the terms “we,” “us,” “our,” and other similar terms refer to the surviving corporation after the merger.



In this report, we rely on and refer to information and statistics regarding our industry that we have obtained from a variety of sources. This information is publicly available for free and has not been specifically prepared for us for use in this report or otherwise. Although we believe that this information is generally reliable, we cannot guarantee, nor have we independently verified, the accuracy and completeness of this information.



DESCRIPTION OF BUSINESS



Tripath History



On April 22 , 2008, Etelos merged with and into Tripath, and the surviving corporation changed its name to Etelos, Inc., a Delaware corporation.



Before the effective date of the merger, and since February 8, 2007, Tripath was in a Chapter 11 bankruptcy proceeding in the United States Bankruptcy Court for the Northern District of California, Case No. 07-50358. As a “debtor in possession,” Tripath remained in possession of its assets and properties and continued to operate its business pursuant to Section 1107(a) and 1108 of the Bankruptcy Code. On December 20, 2007, Tripath and Enable Growth Partners LP filed with the bankruptcy court the Third Amended Disclosure Statement Accompanying Third Amended Plan of Reorganization dated December 20, 2007 Proposed by Tripath Technology Inc. and Enable Growth Partners LP, for itself and as agent for the Secured Parties (the “ Plan of Reorganization ”), which contemplated the merger of Etelos with and into Tripath. On February 1, 2008, the bankruptcy court issued an order confirming approval of the Plan of Reorganization, including the merger and the transfer of all of Tripath’s existing assets into a separate bankruptcy estate and the discharge of all of Tripath’s liabilities. As a result of the foregoing, on April •, 2008, Tripath entered into an agreement and plan of merger with Etelos (the “ Merger Agreement ”), pursuant to which Etelos merged with and into Tripath, at which time the separate corporate existence of Etelos ceased and Tripath continued after the merger as the surviving corporation and changed its name to Etelos, Inc. The surviving corporation will conduct the business that was previously conducted by Etelos.