Share Exchange Agreement
On April 1, 2009, we entered into a share exchange agreement with Innovation Capital Management, Inc., a Delaware corporation, Innovation Capital Management, LLC, a Texas limited liability company, DiscoverNet, Inc., a Wisconsin corporation (collectively, "Selling Entities"), and the stockholders of the Selling Entities (collectively, "Stockholders"). Pursuant to the agreement, we agreed to issue an aggregate of 2,907,560 shares of our common stock in exchange for 29,075,600 Selling Entities Shares, which represent all of the issued and outstanding shares of the Selling Entities. The issuance of our common stock to the Stockholders and the transfer of the Selling Entities Shares will take place as soon as possible and after the satisfaction of all the conditions set forth in the agreement. On May 5, 2009 the Company filed a voluntary petition for bankruptcy on behalf of DiscoverNet, Inc. The shares have not been exchanged as of the date of this filing. A copy of the agreement is attached hereto as Exhibit 10.1.
