Replies to post #2527 on Koil Energy Solutions Inc. (KLNG)

[sweetpepperjam]

Its for MQPH -MediQuip Holdings, Inc. but this is in it.

NOTE 3 - SUBSEQUENT EVENTS


Effective December 14, 2006, MediQuip consumated an Agreement and Plan of Reorganization with Deep Down, Inc., a Delaware corporation, that provides for the acquisition of Deep Down by MediQuip. Deep Down was a privately-held company that immediately prior to consummation of the Agreement with MediQuip combined with SubSea Acquisition Corporation and Strategic Offshore Services Corporation. Deep Down specializes in the provision of installation management, engineering services, support services and storage management services for the subsea controls, umbilicals & pipeline industries offshore. Deep Down is an umbilical and flexible pipe installation engineering and installation management company. They also fabricate component parts for subsea distribution systems and assemblies that specialize in the development of offshore subsea fields and tie backs. These items include umbilicals, flowlines, distribution systems, pipeline terminations, controls, winches, and launch and retrieval systems, among others. They provide these services from the initial field conception phase, thru manufacturing, site integration testing, installation, topsides connections, and the final commissioning of a project. Their products and services serve the offshore industry and are used in deep-water exploration and production of oil and gas. As a result of the acquisition, the shareholders of Deep Down will own a majority of the voting stock of MediQuip, which changed its name to Deep Down, Inc. The acquisition did not require the approval of shareholders of MediQuip.


Because of the change in ownership and the composition of the board upon completion of the acquisition, there was a change in control of MediQuip.


In connection with the Agreement and Plan of Reorganization described in the preceding footnote, MediQuip issued the following equity securities:


· 75,000,000 shares of Common Stock
· 5,000 shares of Series D Redeemable Convertible Preferred Stock
· 5,000 shares of Series E Redeemable Exchangeable Preferred Stock
· 3,000 shares of Series F Redeemable Convertible Preferred Stock
· 1,000 shares of Series G Redeemable Exchangeable Preferred Stock