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Technology Stocks : ACII - AmeriChip International, Inc -- Ignore unavailable to you. Want to Upgrade?

To: phoenixrising1 who wrote (2055)	7/4/2008 7:22:54 AM
From: TheSpook	Read Replies (1) \| Respond to of 2396

Taken from 10K filed for the period ended November 30, 2003. On February 28, 2003, our board of directors approved the termination of our exploration activity and the acquisition of the AmeriChip Laser Assisted Chip Control ("LACC") technology. On February 28, 2003 our Board of Directors signed an Agreement and plan of reorganization with AmeriChip Ventures, Inc., ("AVI") of Detroit, Michigan to acquire 100% of the outstanding common stock of AVI pursuant to Section 368 (a) (1) (B) of the Internal Revenue Code of 1986, as amended, in exchange for 60 million shares of our common stock. On March 22, 2003 the terms of the Agreement and Plan of Reorganization dated February 27, 2003, were consummated pursuant to which we, AVI and AVI shareholders agreed to effect a Type B reorganization under Section 368 (a) (1) (B) of the Internal Revenue Code of 1986, as amended. Pursuant to the Reorganization Agreement, we acquired all of the issued and outstanding shares of AVI's common stock with the result that AVI is now our wholly owned subsidiary corporation. In exchange, for the shares of AVI, we issued 60 million shares common stock to David Howard, our president, Marc Walther, our chief financial officer, and Ed Rutkowski, our treasurer. Each of the foregoing individuals received 20 million shares of common stock and were the sole shareholders of AVI. On January 21, 2003, Ed Rutkowski, transferred his patent, which covers the technology discussed hereinafter, to AVI. In consideration of the transfer of the patent, we are obligated to pay the following: If I am reading this properly, looks like they shared equally.. -------------------------------------------------------------------------------- Messrs Howard, Walther and Rutkowksi, each shall receive US $1 million payable at the rate of $10,000 on or before the first day of each calendar month beginning September 1, 2003 with interest accruing on any unpaid balance at the greater of (i) five percent (5%) and (ii) the prime rate plus 1% as reported in the Wall Street Journal on the first business day following each July and January 1, of each year until paid in full. The company may repay any or all of this amount without penalty. Messrs Howard, Walther and Rutkowski have agreed to a suspension in payments until we begin generating revenues from operations, however, the amounts owed will continue to accrue. Hope this helps. The Spook