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Replies to post #27 on NuTech Energy Resources Inc. (NERG)
NOTE 7 - SUBSEQUENT EVENTS
The Company has a binding agreement to purchase 100% of EcoEmissions Systems, Inc.(“EES”) subject to completing an audit. EES has already intiated internal preparations for an audit. EES will engnage PCAOB-registered auditor upon completion of it’s internal work but intends to commence the outside audit work prior to September 30, 2010
As part of the Agreement to acquire Eco certain Solution shareholders also agreed to sell their shares., A portion of those shares of common stock of the Company will be deposited by such Solution’s shareholder in a brokerage account for sale, and the balance of the issued and outstanding shares of common stock held by the Solutions shareholders have been placed in escrow pending the closing pursuant to the escrow agreement (the “Escrow Agreement”) entered into on December 1. 2009. The parties have agreed that the selling Solution shareholders will receive cash proceeds of $317,928 (the “Purchase Price” as compensation.
The Eco Acquisition shall be completed following the satisfaction of the conditions to closing as outlined in the Agreement and Escrow Agreement, including, but not limited to the delivery by the Solutions shareholders of all of the shares held by the Solutions Shareholders (other than the shares placed at the brokerage account for sale), together with duly executed stock powers, to the Escrow Agent and the payment of the Purchase Price. The Company and Eco have agreed to use their best efforts to close the transactions contemplated by the Agreement (the “Closing”) within seventy six (76) days following the deposit of the shares into the brokerage account and escrow, or such other time frame that the Parties may mutually agree.
Pending the satisfaction of the conditions to and the Closing, all of the shares to be exchanged by, and issued to, the Eco Shareholders, as well as all of the shares held by the Solutions Shareholders (other than the shares placed at the brokerage account for sale), along with duly executed stock powers, will be deposited in escrow pursuant to the Escrow Agreement. In addition, pending the completion of the Acquisition James Geiskopf has resigned as President and CEO but remains a director, Ken Greenlaw resigned his positions as Secretary, Treasurer and CFO but remains a director, Larry Lorenz has been appointed as director, President and CEO and Tom Crom has been appointed as director and Secretary, Treasurer and CFO of the Company. Should the Acquisition not be successfully completed in a timely manner, Larry Lorenz and Tom Crom shall resign their positions as directors and officers of the Company
Upon successful completion of the transaction, the shares that were placed in escrow and brokerage accounts by the Solutions Shareholders, being all of the shares to be sold by those shareholders and transferred to new shareholders, then the Company will complete the acquisition of Eco upon Eco completing its audit. As a result, following successful completion of this transaction, the Company will have an aggregate of 48,150,000 shares outstanding.
On May 10, 2010, EcoEmmissions Solutions, Inc (“Solutions”, the “Registrant” or the “Company”) was notified that the escrow agreement of December 2009 concerning the sale of the certain shares of the Company has been successfully completed.
Item 1.01 Entry into a Material Definitive Agreement. Escrow Agreement
The escrow agreement concerning the purchase of certain shares of the Company’s stock as disclosed in its 8-K filing of December 8, 2009 has been completed
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