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FITT HIGHWAY PRODUCTS, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Changes in Control or Registrant, Financial Statements and Exhibits

June 13, 2014

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

Merger with F.I.T.T. Energy Products, Inc.

Effective as of June 12, 2013, our Board executed a unanimous written consent authorizing and recommending that our stockholders approve our Company entering into a Merger and Reorganization Agreement (the "Merger Agreement") whereby F.I.T.T. Energy Products, Inc. ("FITT") would be merged into our Company with our Company being the surviving entity (the "Merger"). FITT is a separate entity controlled by certain of our investors and management and whose largest shareholder is our CEO.

Our Company's management advised the Board that our Company should enter into the Merger for the following reasons: the Merger will allow our Company to proceed forward with and expand our business operations, provide for a greater ability for our Company to raise necessary capital, and presents an opportunity to increase stockholder value.

Pursuant to Section 78.320 of the Nevada Revised Statutes, the affirmative vote of the holders of a majority of our outstanding voting stock is sufficient to approve the Merger, which vote was obtained by a majority written consent of the holders of the issued and outstanding shares of our Common Stock and our Series A Preferred Stock (representing an aggregate 52.5% of the total voting power of all outstanding shares of our Common Stock and Preferred Stock) on June 12, 2013 as shown below:

Shares Outstanding June 12, 2013 Voting Power Common Stock 1,885,949 1,885,949 Series A Preferred Stock (10-to-1 voting power) 105,000 1,050,000 Total voting power 2,935,949 Consents obtained for Merger - shares 1,541,300 Consents obtained for Merger - voting power percent 52.5%



The consents obtained for the Merger came from our Company's management including the 105,000 outstanding shares of Preferred Stock voted by FITT.

The Merger Agreement was entered into on June 18, 2013. A Definitive Information Statement on Schedule 14C ("DEF 14C") was mailed to our shareholders on October 8, 2013 and the Merger became effective on October 29, 2013. On October 29, 2013, we issued 33,000,000 shares of our common stock to the shareholders of FITT in the manner set out in the Merger Agreement. As such, the FITT shareholders own approximately 89% of our Company.

Our Board's determination of the number of shares to be issued was based on a number of factors and gave consideration to its fiduciary responsibility to minimize dilution to our shareholders. First, this number of shares was the number estimated in our DEF 14C notification to our shareholders. Next, the Board considered the respective market values of our Company and FITT. On June 27, 2013, FITT retained Aranca US Inc. to perform a business valuation for FITT and on September 10, 2013, Aranca finalized their valuation of FITT in the amount of $22.39 million as of a valuation date of March 31, 2013. On June 18, 2013, the date of the Merger Agreement, the market valuation of our Company was $118,000 (calculated by multiplying the outstanding shares of 1,885,949 times the market price of $0.0625). Given the market valuation for FITT, FITT's value is nearly 190 times that of the Company. While this would entitle the Company to issue in excess of 350,000,000 common shares to the shareholders of FITT, that number would far exceed the authorized common shares of the Company. Finally, the Board considered the number of shares that would allow for a reasonable and sustainable market for our common stock. The Board determined that after the issuance of the 33,000,000 shares to the FITT shareholders, the number of outstanding shares would be 37,155,372 which would allow for a reasonable and sustainable market for our common stock. The Board of Directors of FITT reviewed the determination made by our Board and agreed that the receipt of 33,000,000 shares to be distributed among its shareholders constituted a fair exchange of shares in the Merger.

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For accounting purposes, this merger is being treated as a reverse-acquisition since control of our Company passed to the FITT shareholders. As a result of this accounting treatment, subsequent to October 29, 2013, the effective date of the reverse-acquisition, the historical financial statements of the accounting acquirer (FITT) will be presented for all periods prior to the acquisition, along with the consolidated financial statements of both entities for all periods after the reverse acquisition date. The assets and liabilities of our Company will be recorded at fair value on the acquisition date and included in the financial information post-merger.

Background of the Merger

Prior to the Merger, we were the holder of a royalty right for F.I.T.T. Energy For Life paying $0.05 per unit sold. F.I.T.T. Energy for Life is one of three products sold by FITT. The additional products developed by FITT that were not subject to any royalties are F.I.T.T. Extreme Energy For Life and F.I.T.T. RX Energy For Life and any new products under development. Our Company had a number of liabilities that required resolution prior to commencement of the Merger. Upon resolution of all such liabilities (which took place during the second half of 2012 and the first half of 2013) our Company and FITT agreed to merge to eliminate the intercompany license and to provide FITT's operations the benefit of public company status.

During the first quarter of 2012, the CEO of FITT (also the CEO of our Company) and a majority shareholder of FITT proposed negotiating a business combination with us if (1) we were able to mitigate our debt to FITT's satisfaction, (2) assets in the merged entity would be protected from claims of our Company's prior creditors, and (3) our Board of Directors and shareholders approved the proposed business combination agreement once it is negotiated. In proposing such a negotiation, FITT also required that an independent appraisal be obtained to support any exchange of securities in the transaction. On November 5, 2012, our Board of Directors approved commencing formal negotiations with FITT in regards to the Merger.

On June 12, 2013, our Board engaged in formal negotiations with FITT and, by unanimous written consent, recommended that our stockholders approve our Company enter into the Merger Agreement with FITT. On June 12, 2013, holders of a majority of the voting power of all shares of our common and preferred stock entitled to vote, by written consent in lieu of a special meeting of our stockholders, approved the following action: entry into the Merger Agreement with FITT whereby FITT will be merged into the Company, with the Company being the surviving entity (the "Merger").

FORM 10 INFORMATION ITEM 1. BUSINESS Corporate History



Our Company was incorporated in the State of Nevada on October 12, 2000 under the name Cogen Systems, Inc. We changed our name to Snocone Systems, Inc. on December 6, 2001. On April 1, 2005, Snocone Systems, Inc. and its wholly-owned subsidiary, WYD Acquisition Corp., a California corporation (the "Merger Sub"), completed and closed an Agreement and Plan of Merger with Who's Your Daddy, Inc. ("WYD"), an unrelated, privately held California corporation, whereby the Merger Sub merged with and into WYD. After the merger, the separate existence of the Merger Sub ceased and, as such, WYD continued its corporate existence as a direct, wholly-owned subsidiary of Snocone Systems, Inc. under the laws of the State of California.

On April 13, 2005, the shareholders of Snocone Systems, Inc. voted to change its name to Who's Your Daddy, Inc. and effective June 1, 2010, the shareholders of Who's Your Daddy, Inc. voted to change the name to FITT Highway Products, Inc.

Description of Business

Our business is the manufacturing (on an outsource basis), distribution and sale of energy drinks. Subsequent to the Merger, we market three two-ounce energy shots named "F.I.T.T. Energy for Life" (the "FITT Energy Shot"), "F.I.T.T. Energy Extreme" and "F.I.T.T. Energy Rx". We have significant debt that was incurred, for the most part, under previous management. As a result of this significant debt, and other factors, effective August 12, 2010 we entered into an Operating Agreement with F.I.T.T. Energy Products, Inc. ("FITT"), a separate entity controlled by certain of our investors and management and whose largest shareholder is our Chief Executive Officer ("CEO"). For more detail, see Operations below. Prior to the Merger, FITT was performing a majority of our operating functions, and was recording all related results of operations. In exchange, FITT was obligated to pay us a royalty of $0.05 per bottle sold of the FITT Energy Shot. This royalty is no longer operative.

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Subsequent to the Merger, our profitability and cash flow are dependent upon our success in marketing our three energy shot products.

Prior to the Merger, FITT had made advances to us, net of repayments, using funds it obtained from its own investors, of $169,751 as of September 30, 2013 to pay our basic operating expenses such as rent, insurance, legal, accounting, public filing and investor relations costs. FITT was not required to make these advances, but elected to do so as we tried to mitigate our debt and restructure . . .

ITEM 5.01 Changes in Control of Registrant



In 2012, FITT proposed negotiating a business combination with us and, on November 5, 2012, our Board of Directors approved commencing formal negotiations with FITT in this regard. On June 12, 2013, the Board, by unanimous written consent, recommended that our stockholders approve the Company entering into a Merger and Reorganization Agreement (the "Merger Agreement") with FITT and on June 12, 2013, holders of a majority of the voting power of all shares of our common and preferred stock entitled to vote, by written consent in lieu of a special meeting of our stockholders, approved the following action: entry into the Merger Agreement with FITT whereby FITT will be merged into the Company, with the Company being the surviving entity (the "Merger"). The Merger Agreement, which was entered into on June 18, 2013, required that FITT obtain an independent valuation which would serve as the basis for a share exchange once all necessary approvals were obtained. A Definitive Information Statement on Schedule 14C ("DEF 14C") was mailed to our shareholders on October 8, 2013 and the Merger became effective on October 29, 2013. On October 29, 2013, we issued 33,000,000 shares of our common stock to the shareholders of FITT in the manner set out in the Merger Agreement. As such, the FITT shareholders own approximately 89% of our Company.

For accounting purposes, this merger is being treated as a reverse-acquisition since control of our Company passed to the FITT shareholders. As a result of this accounting treatment, subsequent to October 29, 2013, the effective date of the reverse-acquisition, the historical financial statements of the accounting acquirer (FITT) will be presented for all periods prior to the acquisition, along with the consolidated financial statements of both entities for all periods after the reverse acquisition date. The assets and liabilities of our Company will be recorded at fair value on the acquisition date and included in the financial information post-merger.

17 ITEM 9.01 Financial Statements and Exhibits



(a) Financial statements of businesses acquired.

The audited financial statements of FITT including notes thereto are filed as Exhibit 99.1 of this Current Report and include:

? Balance Sheets as of September 30, 2013, December 31, 2012 and December 31, 2011 ? Statements of Operations for the three- and nine-month periods ended September 30, 2013 and for the years ended December 31, 2012 and 2011 ? Statements of Cash Flows for the nine months ended September 30, 2013 and for the years ended December 31, 2012 and 2011



(b) Pro forma financial information.

The following unaudited pro forma financial information including notes thereto is filed as Exhibit 99.2 of this Current Report and include:

Pro Forma Condensed Combined Balance Sheet as of September 30, 2013 Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2013 Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2013 (d) Exhibits



The following are filed as a part of this Current Report on this Form 8-K and are incorporated by reference to previous filings, if so indicated:

Exhibit Number Description Product Development & Marketing Agreement between F.I.T.T. Energy 10.1 Products, Inc. and Dr. Rand Scott dated March 1, 2012 (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014 ) Exclusive Master Marketing Agreement between F.I.T.T. Energy 10.2 Products, Inc. and GRIPS Marketing Corporation dated October 24, 2011 (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014) Brokerage Agreement between F.I.T.T. Energy Products, Inc. and 10.3 SummitHill Sales & Marketing, Inc. dated March 19, 2013 (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014) Consulting Agreement between F.I.T.T. Energy Products, Inc. and Anna 10.4 Rawson dated March 12, 2013 (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014) Core-Mark International Inc. Letter to F.I.T.T. Energy Products, Inc. 10.5 dated April 17, 2012 (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014) Annual Report on Form 10-K for the year ended December 31, 2011 13.1 (incorporated by reference to the Registrant's Form 10-K, filed April 16, 2012) Annual Report on Form 10-K for the year ended December 31, 2012 13.2 (incorporated by reference to the Registrant's Form 10-K, filed April 12, 2013) Quarterly Report on Form 10-Q for the quarterly period ended 13.3 September 30, 2013 (incorporated by reference to the Registrant's Form 10-Q, filed November 18, 2013) 99.1 Audited Financial Statements listed in Item 9.01(a) (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014) Unaudited Pro Forma Combined Financial Statements listed in Item 99.2 9.01(b) (incorporated by reference to the Registrant's Form 8-K/A filed April 3, 2014) 99.3 Definitive Information Statement Relating to Merger or Acquisition (incorporated by reference to the Registrant's Definitive Information Statement filed October 1, 2013) 18


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