NUMB ~ Entry into a Material Definitive Agreement,
8K...05/23/13,
Good Earth Energy Conservation, Inc.
http://www.sec.gov/Archives/edgar/data/1443157/000114420413031307/v345545_8k.htm
Numbeer, Inc. (“Numbeer”) /Numbeer Acquisition, Inc. (“Acquisition”) /Good Earth Energy Conservation, Inc. (Good Earth)
(Good Earth Energy Conservation, Inc. was organized under the laws of the State of Delaware on February 1, 2007.)
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Acquisition of Good Earth Energy Conservation, Inc. /detail...
On May 22, 2013 (the “Closing Date”), Numbeer, Good Earth and Acquisition entered into [an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”)] and completed the Merger. Before their entry into the Merger Agreement, no material relationship existed between Numbeer (or its subsidiary, Acquisition) and Good Earth.
Pursuant to the Merger Agreement, Acquisition, a wholly-owned subsidiary of Numbeer, merged with and into Good Earth, with Good Earth as the surviving entity. Immediately following the Merger the Company terminated its operations as a beer control system and assumed the business operations of Good Earth as a wholly-owned subsidiary.
Simultaneously with the Merger all of the issued and outstanding shares of common stock of Good Earth were converted on the following basis into shares of common stock of Numbeer: each share of Good Earth common stock was converted into a 0.39733333 fractional share of common stock of Numbeer. Additionally, all of the Good Earth common stock subject to issued and outstanding options and warrants to purchase shares of Good Earth common stock and promissory notes convertible into shares of Good Earth common stock, were converted on the same basis into shares of common stock of Numbeer.
(Following the Merger the former stockholders of Good Earth will beneficially own approximately 92.77% of the total outstanding shares of Common Stock (96.53% on a fully diluted basis).)
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Also, on May 22, 2013, the Majority Shareholder, in his capacity as the majority shareholder and sole member of the board of directors of Numbeer, authorized an amendment to its Articles of Incorporation (the “Amendment”)
to change its name to “Good Earth Energy Conservation, Inc.",
to increase the number of its authorized shares of capital stock from 75,000,000 to 110,000,000 shares, of which 100,000,000 are designated common stock, $0.001 par value (the “Common Stock”), and 10,000,000 are designated preferred stock, par value $0.001, and
to effect a forward-split, such that every one share of Common Stock issued and outstanding immediately prior to filing of the Amendment will be converted into that number of shares of Common Stock obtained by dividing each share of Common Stock by 0.39733333 (the “Forward Split”).
The Amendment will be filed and effective twenty (20) days after the Company mails an Information Statement pursuant to Section 14(c) of the Exchange Act to all of its shareholders (the “Information Statement”) relating to the Amendment. The Company anticipates filing the Information Statement in June 2013. Immediately following the filing of the Amendment, the Company will change its name to “Good Earth Energy Conservation, Inc.” and effect the Forward Split.
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Following the Closing the Company’s board of directors (the “Board”) consists of five members. In keeping with the foregoing, on the Closing Date Anthony Vaz, the sole director of Numbeer prior to the Merger, appointed James M. Hawes, James R. Emmons, Greg Horne, Robert S. Kretschmar, and John Maguire to fill the vacancies on the Board and Anthony Vaz resigned his position as a director. Also, on the Closing Date, Anthony Vaz, the sole officer of Numbeer, resigned and James R. Emmons was appointed President, Chief Executive Officer, and Chief Financial Officer of the Company and Greg Horne was appointed Chief Technical Officer and Assistant Secretary of the Company.
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Company Overview /detail...
Good Earth is a Fort Worth, Texas based corporation that is focused on the design, development and manufacturing of an all-electric fleet vehicle for the essential services market. Good Earth’s all-electric vehicles are designed for use in traffic control/parking enforcement, security, small package delivery, military, maintenance, airport services, warehouses, and other comparable utility applications. Good Earth’s electric vehicles offer a zero-emission, high performance, low-maintenance and affordable alternative to specifically meet the needs of fleet vehicles in the essential services market. The Company has focused on developing unique technology for its battery management and integrated drive system, which maximizes energy efficiency to satisfy the needs of its customers.
Recently, Good Earth successfully began commercial deliveries of its 3-wheeled all-electric “FireFly® ESV,” which was developed in collaboration with the City of Santa Monica for use in traffic control/parking enforcement. The FireFly® ESV has been deployed in Seattle, Washington, Santa Monica, California, Clayton, Missouri, Roanoke, Virginia, San Francisco, California, and Chattanooga, Tennessee. This is the start of run-rate production into an overall market where demand approaches 15,000 units for parking enforcement alone.
[more]
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http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001443157&type=&dateb=&owner=include&count=40
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FireFly ESV, Inc.
www.fireflyesv.com
Good Earth Energy Conservation, Inc.
www.goodearthec.com
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