Sunday, December 18, 2011 7:39:09 PM
Form 8-K for IVOICE, INC /NJ 6-Dec-2011
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposit
Item 1.01 Entry into a Material Definitive Agreement.
On November 8, 2011, iVoice and Hydra entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Agreement") that superseded the previously executed Agreement and Plan of Merger. Pursuant to the terms of the Amended Agreement Hydra, will merger into a wholly owned subsidiary of iVoice, iVoice Innovations, Inc.[IMO, Hydra, a subsidiary of ARSC was merged into a subsidiary of IVOI, iVoive Innovations, Inc.; ARSC still exist as a publicly traded entity, as will IVOI. But Hydra (now iVoice Innovations) will be become it's own publicly traded company rather than having ARSC as the sole shareholder]
In exchange for the common stock of Hydra, the sole shareholder of Hydra, American Security Resources Corporation ("ASRC") will receive 1 million shares of iVoice Series A Preferred Stock [NOT iVoice Innovations, but iVoice- YOU WILL NOT GET iVOICE INNOVATIONS SHARES AS A DIVIDEND] (the "Preferred Stock") with each share of Preferred Stock convertible into 153.5 shares of iVoice Class A Common Stock. However, the Preferred Stock will have no voting rights. [without voting rights for the preferred shares, ARSC does not have the voting power to R/S IVOI, which,IMO, would be needed to get within the forecast share price ]
IVOI has an A/S of 10,000,000,000 shares. In order to trade in the .08-.16 range they would need a market value in the $125,000,000 to $250,000,000 (quarter of a billion dollars!) range.
and I, frankly don't see it happening
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