This is from the 8K dated March 23, 2011. Scroll down to the areas that I have highlighted in red. Perhaps all hope is not lost. Something here tells me they can't just take AIA away from this corporation. However, I fully expect the new crew to change the name of this company in the very near future to BioGeron like that attempted twice before the end of the year. I am not sure we will have a leg to stand on at that point.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report: March 23, 2011
ANGEL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Nevada
06-1588136
(State of incorporation)
(IRS Employer ID Number)
1802 N. Carson Street, Suite 212-3018,
Carson City, Nevada
89701
(Address of principal executive offices)
(Zip Code)
(775) 887-0670
(Issuer's telephone number)
N/A
(Former name, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
See “Item 2.01 – Completion of Acquisition or Disposition of Assets” below for description of a material definitive agreement the Registrant entered into, which is incorporated herein by this reference.
SECTION 2 – FINANCIAL INFORMATION
Item 2.01
Completion of Acquisition or Disposition of Assets.
On March 23, 2011, the Board of Directors and majority stockholders of Angel Acquisition, Inc., a Nevada Corporation (the “Registrant”), approved the entry into a Partial Purchase Agreement (the “Agreement”). Under the terms of the Agreement, Gate Technologies, LLC acquired sixty percent (60%) ownership of the Registrant’s operating division, Angels In Action for total cash consideration of ninety thousand dollars ($90,000) and six hundred thousand dollars in the form of Gate Technologies, LLC Units contributed by Vince Molinari and Lori Livingston. Vince Molinari, Chairman of the Board of Directors of the Registrant, is also the Founder and Chief Executive Officer of Gate Technologies, LLC and Lori Livingston, a member of the Board of Directors of the Registrant, is also the Founder of Gate Technologies, LLC.
A copy of the Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHBITIS
Item 9.01 EXHIBITS
Exhibit Number
Description
10.3
Partial Purchase Agreement by and between Gate Technologies, LLC and Angel Acquisition Corp
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ANGEL ACQUISITION CORP.
Date: March 29, 2011
/s/ Steve Bonenberger
Steve Bonenberger, Chief Executive Officer
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Partial Purchase Agreement:
By and Between:
Gate Technologies, LLC and Angel Acquisition Corp
Purpose:
The purpose of this document is to formalize a partial purchase of Angels in Action (an operating division of Angel Acquisition Corp, A Nevada Company, that is fully licensed and ‘in good standing’ in both the state(s) of Nevada and California) and Gate Technologies, LLC, a New York LLC, that is fully licensed and ‘in good standing’, in that state.
Two Parties:
This agreement is limited to and binding upon ratification by the controlling interests of the two (2) parties that are listed above. The two (2) parties to this agreement are:
a.
Angel Acquisition Corp
b.
Gate Technologies, LLC
Terms and Conditions:
The terms and conditions stated herein are hereby agreed upon, and ratified by the consenting signatures of both parties:
1.
Angel Acquisition Corp
a.
Angel Acquisition Corp owns, manages, retains the entire rights and privileges to one of its core assets and subsidiaries: Angels In Action
b.
Angels in Action is a working web portal that is designed and targeted to provide micro-lending and business support services to entities large and small that are US Based
c.
Angel Acquisition Corp is solely responsible for the development and deployment of Angels in Action
d.
Angel Acquisition Corp hereby agrees to sell, and to offer to Gate Technologies, LLC sixty (60) percent of this operating division
e.
Angels in Action will continue to operate jointly as a operating division of Angel Acquisition Corp and will be held as a majority asset following the completion of this partial purchase as a managed asset of Gate Technologies, LLC
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2.
Gate Technologies, LLC
a.
Gate Technologies, LLC, hereby agrees to compensate Angel Acquisition Corp and provide the following consideration to complete this transaction
b.
Ninety thousand dollars in the form of cash
c.
Six hundred thousand dollars in the form of Gate Technologies, LLC Units contributed by Vince Molinari and Lori Livingston
Related Party Transaction:
Both parties to this agreement hereby declare and stipulate that all are in full knowledge and consent that the following related parties are involved in this partial purchase:
a.
Lori Livingston: is a member of the Board of Directors of Angel Acquisition Corp and also serves as a managing member and Chief Technologies Officer for Gate Technologies, LLC.
b.
Vince Molinari: is a member of the Board of Directors of Angel Acquisition Corp and also serves as a managing member and Chief Executive Officer for Gate Technologies, LLC.
c.
Ginew Holdings, LLC: both Ms. Livingston and Mr. Molinari have respective companies which control the interest of Ginew Holdings, LLC. Ginew Holdings, LLC is the majority and controlling shareholder of Angel Acquisition Corp
Majority Shareholder Consent:
It is further declared and so stipulated that Ginew Holdings, LLC is the majority and controlling shareholder of record for Angel Acquisition Corp. Ginew Holdings, LLC votes and gives consent to the terms and conditions of this partial purchase agreement. Ginew Holdings, LLC grants consent for:
a.
Angel Acquisition Corp to disperse its wholly-owned asset “Angels in Action” for the consideration herein agreed upon to Gate Technologies, Inc
b.
Angel Acquisition Corp, under the direction of Gate Technologies, Inc to continue to manage and direct and expand the work and specter of influence of its micro-lending and micro-banking division, “Angels in Action”
Upon ratification by the undersigned of both consenting parties, this agreement becomes binding upon all.
Date: March 23, 2011
Date: March 23, 2011
/s/ Steve Bonenberger
Steve Bonenberger
Angel Acquisition Corp
/s/ Vince Molinari
Vince Molinari
Gate Technologies, LLC
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AI
