BIG NEWS..
Entry into a Material Definitive Agreement, Termination of a Material Definitive A
Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On July 16, 2012, Bioflamex Corporation, a Nevada corporation (the "Company"), executed an Agreement and Plan of Merger (the "Merger Agreement") by and between the Company and its wholly owned subsidiary, Bioflamex Merger Sub, Inc., a Nevada corporation ("Subsidiary") on the one hand, and Terra Asset Management, Inc., a Delaware corporation ("TAM"), on the other hand. Pursuant to the Merger Agreement, on the effective date, TAM will merge with Subsidiary, with Subsidiary surviving the merger and TAM ceasing to exist (the "Merger"). The effective date of the Merger is when we file articles of merger for the Subsidiary and TAM in Nevada and Delaware, respectively.
In addition, pursuant to the terms and conditions of the Merger Agreement:
? The Company will became the holder of all of the issued and outstanding shares of capital stock of TAM, resulting in a parent/subsidiary relationship between the Company and TAM.
? The shareholders of TAM will convert their outstanding shares into the right to receive 291,927,665 shares of the Company's common stock (the "Merger Shares").
? Within 30 days of the effective date of the Merger, Kristian Schi?rring and Henrik Dahlerup, our prior officers and directors, shall execute minimum 180 days employment agreements with a to be formed subsidiary of Bioflamex, other than the Subsidiary. The existing employment agreements and any other compensation or benefit agreements between the Company and Messrs. Schi?rring and Dahlerup shall terminate as of the effective date of the Merger.
? On the effective date of the Merger, Kenneth D. Bland and Wade Clark will be appointed to the Board of Directors of the Company, and immediately thereafter, all of the members of the the Company's Board of Directors serving before the date of the Merger will resign. Further, the Board of Directors will elect Kenneth D. Bland as President of the Company, and all of the other officers of Bioflamex other than Kenneth D. Bland will resign on the effective date of the Merger.
? Management of TAM and the new Company subsidiary shall determine strategy and plans for the subsidiary for the first 12 months, and set and implement an operational cost budget as per the submitted budget estimate (plus/minus 10%), within 30 days following the effective date of the Merger. The cost budget shall be financed by TAM, and the subsidiary shall perform monthly cost and sales bookkeeping and reporting to TAM.
? As additional consideration for the Merger, the following shall occur:
o USD $50,000.00 will be paid to Kristian Schi?rring within 30 days following the effective date of the Merger.
o USD $50,000.00 will be paid to Henrik Dahlerup within 30 days following the effective date of the Merger.
o USD $50,000.00 will be paid to Kristian Schi?rring within 60 days following the effective date of the Merger.
o USD $50,000.00 will be paid to Henrik Dahlerup within 60 days following the effective date of the Merger.
? Before the Merger, Kristian Schi?rring owned 43,428,334 shares of the Company's common stock. At the effective date of the Merger, 23,468,334 of the shares of the Company's common stock owned by Kristian Schi?rring will be cancelled, so that following the effective date of the Merger, Kristian Schi?rring will own 19,960,000 shares of the Company's common stock.
? Before the Merger, Henrik Dahlerup owned 43,428,334 shares of the Company's common stock. At the effective date of the Merger, 23,468,334 of the shares of the Company's common stock owned by Henrik Dahlerup will be cancelled, so that following the effective date of the Merger, Henrik Dahlerup will own 19,960,000 shares of the Company's common stock.
? Following the effective date of the Merger, the Company shall create a preferred class of shares (the "Bioflamex Preferred Stock") which will provide . . .
Item 1.02. Termination of a Material Definitive Agreement
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the termination of material definitive agreements is incorporated by reference into this Item 1.02.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.
The Merger Shares were issue in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
Item 5.01 Changes in Control of Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to a change in control of the Company is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the appointment of directors, election of officers, departure of officers and directors, and certain compensatory arrangements is incorporated by reference into this Item 5.02.
Wade Clark. Mr. Clark has served as a CEO of multiple companies over the past 13 years. Mr. Clark served as the CEO of Terra Telecom for 3 years. Prior to joining Terra Telecom, Mr. Clark was the founder of AEON Technologies. Mr. Clark brings ten years of experience as a CEO and owner of AEON Technologies. In that short timeframe, he established AEON Technologies as one of the elite microwave vendors throughout the U.S. During his tenure at AEON, Mr. Clark was able to orchestrate a sale of AEON Technologies to a public holding company and became the CEO of four of the wholly owned subsidiaries for the public holding company.
Kenneth D. Bland. Mr. Bland is a wireless carrier industry leader with two decades of experience. His progressive responsibilities include accountability for profit and loss, recruiting and retaining talented executive and key personnel, managing the day to day operations of fiscally responsible, efficient organizations, innovative product development, and forming strategic partnerships.
With a combination of technical acumen and business achievement, Mr. Bland is leading a convergence of companies in providing wireless carrier, 700 MHz broadband, and next generation wireless technologies to where they are most needed.
A resident of New Jersey for his adult life, Mr. Bland graduated from Rutgers University and lives in Edison with his family.
There are no family relationships among any of our current or former directors or executive officers.
Our newly-appointed officer and directors have not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated July 16, 2012
