Item 3.02 Unregistered Sales of
As previously disclosed, on
At closing, we issued the VapAria Shareholders 36,000,000 shares of our common stock and 500,000 shares of our 10% Series A Convertible Preferred Stock in exchange for the common stock and preferred stock owned by the VapAria Shareholders. The VapAria Shareholders were either accredited or sophisticated investors who had access to information concerning our company. The issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act.
As a result of the closing of this transaction, VapAria is now a wholly owned subsidiary of our company and its business and operations represent those of our company. Information regarding VapAria's business and operations, together with its financial statements, are included in the Post-Effective Amendment No. 4 to our Registration Statement on Form S-1 as filed with the
Prior to the closing, on
Item 5.01 Changes in Control of Registrant.
As a result of the closing of the Agreement with VapAria and the VapAria Shareholders described in Item 2.01 of this report, a change of control of our company occurred on
· each person known by us to be the beneficial owner of more than 5% of our
common stock; · each of our directors;
· each of our named executive officers; and
· our named executive officers and directors as a group.
Unless otherwise indicated, the business address of each person listed is in care of
2 Amount and Nature of Beneficial Name of Beneficial Owner Ownership % of Class Alexander Chong (1) 23,900,000 47.3 % Daniel Markes (2) 3,200,000 6.3 % William Bartkowski 0 - Roger Nielsen 2,200,000 4.4 % All officers and directors as a group (four persons) (1)(2) 29,300,000 58.0 % Miguel Dotres (3) 8,000,000 15.8 %
(1) Includes 23,400,000 shares of our common stock held of record by
(2) Includes 1,000,000 shares of our common stock owned by
Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Name Age Positions Alexander Chong 49 Chairman of the Board of Directors, Chief Executive Officer William Bartkowski 62 President and Chief Operating Officer Daniel Markes 52 Director, Chief Financial Officer Roger Nielsen 67 Vice President and Secretary
Each of Messrs. Chong and Markes will serve as directors until our next annual meeting of stockholders or their earlier resignation, removal or death. Our new executive officers serve at the pleasure of our Board of Directors. Biographical information on each of these individuals is contained in the Post-Effective Amendment.
We are not a party to any employment agreements with our executive officers. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as our company maintains a positive cash flow.
Item 5.06 Change in Shell Company Status.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial statements of VapAria for the required periods under the applicable rules are included in the Post-Effective Amendment.
(c) Shell company transactions.
Financial statements of VapAria for the required periods under the applicable rules are include in the Post-Effective Amendment.