v2.4.0.6
Note 7 Acquisition
3 Months Ended
Sep. 30, 2012
Notes  
Note 7 Acquisition

 

 

NOTE 7

ACQUISITION

 

On April 25, 2012, we issued 20,000 shares of our Series 1 Preferred Stock (the “Series 1 Shares”) to Air Pure Systems, LLC (“APS”), a limited liability company formed in North Carolina, in connection with our acquisition of APS’s assets, including U.S. patent application numbered 13/057,596 and related intellectual properties involving methods and devices for increasing liquid fuel combustion efficiency (the “Technologies”). The Series 1 Shares are non-voting and non-convertible but pay a non-cumulative annual dividend equal to 5% of Oxysonix’s net sales generated from products comprised of the Technologies, which rate decreases to 3% after March 31, 2019; net sales are subject to a cap of $100 per unit sold incorporating the Technologies. 60% of APS is owned by Western Highlands Investment Group, LLC, 33.33% of which is beneficially owned family members of Frank Moody, the chief executive officer of Oxysonix.  The remaining 40% of APS is owned by Air Pure Systems, Inc., 50% of which is owned by James Fanning, the chief technology officer of Oxysonix.  On April 25, 2012, we issued 450,000 Series F shares (see Note 4, Shareholders’ Equity, above) to Petrocavitiation Partners, LLC (“Petro”), a limited liability company formed in Delaware, in connection with the acquisition of the intellectual property valued at $400,000. A trust for the benefit of the children of Frank Moody, the chief executive officer of our wholly-owned subsidiary, Oxysonix Corporation, is the beneficial owner of 20% of APS and 35.85% of Petro; and a trust for the benefit of the children of Gary Musselman, the controller of Oxysonix, is the beneficial owner of 20% of APS and 35.85% of Petro.