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Entry into a Material Definitive Agreement, Completion of Acquisition or Dis
Item 1.01 Entry into a Material Definitive Agreement
As more fully described in Item 2.01 below, we acquired (the "Merger") an early stage software development company targeting its software at the airline industry in accordance with a Share Exchange Agreement, dated March 19, 2010 (the "Share Exchange Agreement") by and among Wolf Resources, Inc. ("we," "Wolf" or the "Company"), Airline Intelligence Systems Inc. ("AISystems") and the shareholders of AISystems (the "AISystems Shareholders"). The closing of the transaction (the "Closing") took place on March 19, 2010 (the "Closing Date"). On the Closing Date, we acquired 50.8% of the outstanding shares of common stock and 72.6% of the Series A preferred stock of AISystems (the "AISystems Stock") from the AISystems Shareholders. In exchange for the AISystems Stock, the AISystems Shareholders acquired from us 1,692,240 shares of Series B preferred stock and 51,960,523 shares of our common stock on a fully diluted basis, with up to an additional 64,289,477 shares of Wolf Common Stock and 637,665 shares of Wolf Series B preferred stock to be issued upon the delivery of additional shares of AI Systems Stock, assuming 100% delivery of the AI Systems Stock, which will represent a total of 116,250,000 shares or approximately 75% of our issued and outstanding common stock on a fully diluted basis and a total of 2,329,905 shares or 100% of our issued and outstanding Series B preferred stock (collectively, the "Exchange Shares").
Additionally, pursuant to the Share Exchange Agreement, the holders of any outstanding warrants, and options of AI Systems (collectively, the "Convertible Securities"), upon the exercise or conversion of the Convertible Securities, shall have the right to convert such Convertible Securities into the kind and amount of the Company's shares of stock and other securities and property which such holder would have owned or have been entitled to receive of AISystems prior to the Closing of the Merger, multiplied by .95767068.
Pursuant to the terms of the Share Exchange Agreement, Graeme McNeill ("McNeill") and Christopher Patterson ("Patterson"), the principal shareholders of the Company, cancelled a total of 34,488,000 shares of Common Stock. A copy of the Share Exchange Agreement is included as Exhibit 2.1 to this Current Report and is hereby incorporated by reference. All references to the Share Exchange Agreement and other exhibits to this Current Report are qualified, in their entirety, by the text of such exhibits.
Upon Closing, AISystems became a wholly-owned subsidiary of the Company. The directors of the Company have approved the Share Exchange Agreement and the transactions contemplated under the Share Exchange Agreement. The directors of AISystems have approved the Share Exchange Agreement and the transactions contemplated thereunder.
[color=red][/color]As a further condition of the Merger, McNeill, the current sole officer and director of the Company, resigned and the following persons, Mr. Stephen C. .
