Petrotech Oil and Gas, Inc. (PTOG)

[VortMax]

Look:

Page 12, the agreement came on Oct. 26th, 2010, and was PR'd. It's a Plan of Exchange, not a completed transaction. Read the last sentence, "upon closing MCC will become a wholy owned subsidiary"

So, as of this document Nov 17th, the deal was still a POE, not a done deal. It likely just closed this week with the appointment of the 2 new board members and all of this freaking volume.

New Acquisition:
On October 26, 2010, the Company entered into a Plan of Exchange agreement (the “POE”) between and among the Company, Metropolitan Computing Corp., a New Jersey Corporation (“MCC”), the shareholders of MCC (“MCC Shareholders”), and Dutchess Private Equities Fund Ltd., a Cayman Islands Exempt Company (“Dutchess”).
Pursuant to the terms of the POE, the Company desires to acquire MCC and MCC Shareholders desire that MCC be acquired by the Company in the manner described herein.
The Company will acquire 100% of the capital stock of MCC from Dutchess in exchange for total consideration of $1,600,000 (the “Exchange Price”).The Exchange Price shall be paid as follows:
The Company shall issue the Company’s Preferred Stock in the amount of $1,600,000 to Dutchess at the equivalent value on a fully converted basis according to the conversion right designated by the Certificate of Amendment to the Articles of Incorporation of the Company. The Preferred Stock is payable at Closing and is convertible into Common Stock anytime after issuance at a price equal to 95% of the closing bid price of UYMG Common Stock on the day prior to conversion. The Company shall file a registration statement with the United States Securities and Exchange Commission (the “SEC”) covering shares of the Company’s Common Stock underlying the Preferred Stock no later than 60 days following the Closing of this transaction.
The transactions qualify and meet the Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized by the Company, with reference to Internal Revenue Code (IRC) sections 354 and 368. Upon the Closing, MCC will become a wholly-owned subsidiary of the Company.