"On December 21, 2015, we terminated a previously disclosed stock exchange agreement with the shareholders of Next Group Holdings, Inc. On the same date, we entered into an Agreement and Plan of merger to merge with Next Group Holdings. In order to facilitate the agreement and plan of merger, we caused a special purpose entity, NGH Acquisition Corp, to be incorporated by electronically filing Articles of Incorporation with the Florida Secretary of State Division of Corporations."
"Since the transactions contemplated by the agreement and plan of merger involved transactions between companies that are wholly-owned subsidiaries of each other we do not anticipate submitting the agreement and plan of merger to our shareholders for approval and instead intend to rely on the provisions that allow mergers between wholly-owned and controlled subsidiaries. Accordingly, we intend to complete this merger on or before December 31, 2015, through the filing of articles of merger with the Florida Secretary of State. We also intend to comply with rule 10 b-17 by filing the appropriate Corporate Action Notification Form with the Financial Industry Regulatory Authority ("FINRA") on or before December 31, 2015 and paying for expedited processing by FINRA"
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