From TCHH 10Q
External Expansion
Our anticipated external expansion is based on our agreement to merge with Paivis Corp. (“Paivis”), a wholesale telecommunications carrier that offers pre-paid cards on a national basis through a series of partnerships. We expect that our intended merger with Paivis will generate depth and breadth in the services we offer and increased market penetration. The Amended and Restated Agreement and Plan of Merger dated February 5, 2008, obligates us to acquire 100% of Paivis’ outstanding common stock in exchange for a cash payment, and common stock on the basis of each outstanding share of Paivis entitling the holder to receive $0.10 and one share of our common stock.
We had anticipated closing our merger with Paivis on or before June 30, 2008 however market conditions and our inability to secure the necessary funding frustrated our efforts to close by the proscribed date. Anticipating this delay, we signed a letter of understanding with Paivis on June 26, 2008 that enabled a continuance of the terms and conditions of the Amended and Restated Agreement and Plan of Exchange beyond June 30, 2008, until such time as acceptable financing for the anticipated transaction was arranged. We have not arranged acceptable financing for this transaction as of the date of this filing and despite our intention can provide no certainty as to whether acceptable financing will become available or whether Paivis will at such point wish to proceed with the prospective merger.
AI
