Item 1.01 Entry into a Material Definitive Agreement.
On November 19, 2021, we entered into an agreement (the "Merger Agreement")
whereby Emissions Zero Module, Inc., a Wyoming company ("Emissions Zero"), would
be merged (the "Merger") into the Company. Our Board of Directors and our
shareholders, by written consent of 75.71% of our Common Stock, approved the
Merger Agreement, a name change and the election of new directors ("Director
Nominees") to be affected upon completion of the Merger.
The Merger Agreement requires us to submit the Merger and Name Change to
Colambda Technologies, Inc. to the Financial Industry Regulatory Authority
("FINRA") and promptly respond to any comments of FINRA. There is no assurance
that the Merger will be consummated, and conditions precedent to the
consummation of the Merger have not yet been completed.
--------------------------------------------------------------------------------
The Merger Agreement may be terminated at any time prior to the Closing by the
mutual agreement of the parties or if the Merger is not consummated within 60
days or if FINRA has not approved the Merger within 90 days after the date of
the Merger Agreement.
If the Merger is consummated, the following will occur:
?the separate corporate existence of Emissions Zero will cease, and we will
continue as the surviving corporation in the Merger,
?Emissions Zero's business operations will become our business operations,
?we will change our name from New Century Resources Corporation to Colambda
Technologies, Inc.,
?Emissions Zero's officers and directors Kim Mitchell, David Riggs, Kent Hush,
Sumit Isaranggul Na Ayudhya and Russell E Klawunn will replace our current
officers and directors, George Christodoulou, Mark Christodoulou and Solon
Pittarides.
At the Closing of the Merger, we are required to issue to Emissions Zero's
shareholders an aggregate of 110,695,500 Common Stock Shares representing 89.91%
of all Common Stock outstanding. Additionally, Emissions Zero is required to
deliver the sum of $105,000 to Robert J. Nielson and $105,000 to George
Christodoulou, our President/Chief Executive Officer/Chief Financial
Officer/Director, for shareholders advances. Emissions Zero previously delivered
the sum of $25,000 to George Christodoulou and $25,000 to Robert J. Nielson for
shareholder advances.
The Common Stock to be issued in the Merger is exempt from registration pursuant
to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of
1933, as amended ("Securities Act"), and are "restricted securities" pursuant to
Securities Act Rule 144 and may not be offered, sold, pledged, assigned or
otherwise transferred unless a registration statement with respect thereto is
effective under the Securities Act and any applicable state securities laws or
an exemption from such registration exists.
Because we are a "shell company" as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the shares issued to the
Emissions Zero's stockholders that otherwise meet the holding period and other
requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144
until one year after we (i) are no longer a shell company; and (ii) we have
filed current "Form 10 information" (as defined in Rule 144(i)) with the SEC
reflecting that we are no longer a shell company, and provided that at the time
of a proposed sale pursuant to Rule 144, we are subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act and we have filed all
reports and other materials required to be filed by Section 13 or 15(d) of the
Exchange Act, as applicable, during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports and materials), other
than Form 8-K reports.
--------------------------------------------------------------------------------
If the Merger is completed, we intend to promptly file a Schedule 14F-1 pursuant
to 17 CFR § 240.14f-1, Schedule 14C Information Statement, and Current Report on
Form 8-K including the "Form 10 information" required by Items 2.01(f) and
5.01(a)(8) of Form 8-K and the financial statements required thereby.
Our common stock is currently not listed on a national securities exchange or
any other exchange or quoted on an over-the-counter market on a solicited basis.
For quotation of the Common Stock on a solicited basis, we plan to seek a market
maker to submit a Form 211 to FINRA. We plan to seek to cause our common stock
to be quoted on the OTC Markets on a solicited basis upon consummation of the
Merger. However, we cannot assure you that we will be able to do so and, even if
we do so, there can be no assurance that our common stock will continue to be
quoted on the OTC Markets or quoted or listed on any other market or exchange,
or that an active trading market for our common stock will develop or continue.
There is no assurance that we will successfully complete the Merger.
Item 3.02 Unregistered Sales of Equity Securities
The disclosures set forth in Item 1.01 above regarding the 89.91% Common Stock
Issuance are incorporated into this Item 3.02 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2021, in connection with the Merger, the holders of 75.71% of
our common stock ("Common Stock"), elected the persons below (the "Director
Nominees") to replace all of our existing officers and directors if the Merger
is consummated. If the Merger is not consummated, our officers and directors
will not change.
Name Position Age Term
David Riggs Chief Executive Officer and Director 63 1 Year
Kent Hush Chief Financial Officer and Director 51 1 Year
Sumit Isaranggul Na Chief Technology Officer and Chairman of the 61 1 Year
Ayudhya Board of Directors
Russell E. Klawunn Chief Operating Officer and Director 56 1 Year
Kim Mitchell Director 71 1 Year
David Riggs, Chief Executive Officer and Director
Since February 2021, Mr. Riggs has been the Secretary of Emissions Zero Module,
Inc. Since January 2020, Mr. Riggs has been a managing director of Pantex
Technologies, an import/export company located in Tomball, Texas, specializing
in exclusive spirits from the USA
--------------------------------------------------------------------------------
into Asia, where he oversees the management of daily operations. Since July
2019, Mr. Riggs has served as the Founder and Chief Executive Officer of Origgen
Environmental Solutions, an aviation staffing company located in Tomball, Texas,
where he oversees the management of daily operations. Since September 2018, Mr.
Riggs has been the Founder and Chief Operating Officer of Origgen LLC, a
technology-based company focused on leveraging Blockchain located in Casper,
Wyoming, where he oversees the management of daily operations. From January 2006
to March 2012, Mr. Riggs was the Founder and Chief Executive Officer of Eagle
Gold Company, a mining company located in Accra, Ghana, where he developed key
operational initiatives and managed daily operations. From January 2003 to June
2005, Mr. Riggs was the Chief Operating Officer of The World Poker Store in Las
Vegas, Nevada, where he performed a comprehensive analysis of registrations for
securities and insurance and monitored compliance with processes, policies,
procedures, and standards in regard to collection and management of annual
contributions from shareholders and companies.
Kent Hush, Chief Financial Officer and Director
Since February 2021, Mr. Hush has been the Treasurer of Emissions Zero Module
Inc. From January 2019 to January 2021, Mr. Hush was a Partner at ErgoFit-US in
Tucson, Arizona, where he structured, developed, and managed financial
operations and oversaw security operations. From December 1997 to April 2020,
Mr. Hush was a Special Agent for the Federal Bureau of Investigation located in
Tucson, Arizona, where he served as a special operations group team leader,
managed complex investigations, analyzed evidence, and performed uncover
operations. From June 1992 to December 1997, Mr. Hush was a Financial
Institution Examiner for the Federal Deposit Insurance Company in Denver,
Colorado, where he conducted investigations and made recommendations for actions
to ensure compliance with laws and regulations.
Mr. Hush graduated from Abilene Christian University in Abilene, Texas, with a
Bachelor of Business Administration Degree in 1992. Mr. Hush also received his
Commercial Pilot Instrument Multi-Engine Rating License from Tucson Aeroservice
Center Flight School in Tucson, Arizona, and has achieved US Government
certification as a Financial Institution Examiner with additional training and
certification in Safety and Soundness, Regulatory Compliance, and Information
Systems.
Sumit Isaranggul Na Ayudhya, Chief Technology Officer, Chairman of the Board of
Directors
Mr. Isaranggul Na Ayudhya founded Emissions Zero Module Inc in February of 2021,
and since that time, has served as the Chief Executive Officer and Chairman.
Prior to founding Emissions Zero Module Inc, Mr. Isaranggul Na Ayudhya spent 42
years in the aviation industry, including performing maintenance and inspections
of large commercial aircraft with A-Tech Aerospace (Thailand) Inc, in Thailand,
from January 2014 to October 2016 and again from October 2020 to present, with
ComAv Technical Services, in Victorville, California, from September 2018
--------------------------------------------------------------------------------
to October 2020, with Job Aire Group Inc, in Tucson, Arizona, as a contractor,
from October 2016 to September 2018, with ADI-Aviation & Defense Inc, in San
Bernardino, California, from August 2012 to December 2013, with Pulsar Aviation
Service Inc, in San Bernardino, California, from May 2012 to August 2012, with
Pacific Aerospace Resources & Technologies LLC, in Victorville, California, from
December 2011 to May 2012, with Asgard for Victorville Aerospace located in
Victorville, California from August 2007 to October 2007, and with A-Tech
Aviation Corporation in Beaumont, California from October 2006 to August 2007.
From October 2007 to March 2012, Mr. Isaranggul Na Ayudhya was self-employed as
a Managing Director and Consultant at A-Tech Aviation Corporation, located in
Thailand, where he developed vehicle technology designed to dissolve pollution
and foster economic growth. From April 2005 to October 2007, Mr. Isaranggul Na
Ayudhya was an A&P Mechanic at NASA Lyndon Bjornson Space Center in El Paso,
Texas, where he oversaw an astronaut training program and performed depot
maintenance training. From July 2000 to April 2005, Mr. Isaranggul Na Ayudhya
was an A&P Mechanic at AMS in Phoenix, Arizona, where he performed maintenance
and inspections of aircraft systems. Prior to that, from February 1990 to April
2000, Mr. Isaranggul Na Ayudhya worked for Thai Airways as a mechanic, where he
performed maintenance and inspections and troubleshooting for aircraft systems.
Mr. Isaranggul Na Ayudhya attended Airmen Technical Training School, Royal Thai
Air Force (RTAF), located in Thailand, from June 1978 to April 1980, where he
received a diploma in Airframe & Powerplant Mechanic/Avionics and became a
Certified Aircraft Maintenance Technician. From February 1990 to October 1999,
Mr. Isaranggul Na Ayudhya received multiple aircraft maintenance certifications
through Thai Airways International Public Company Limited, located in Thailand.
In June 2002, Mr. Isaranggul Na Ayudhya received his Bachelor of Fine Arts
Degree with a concentration in Aeronautical Engineering from Unmanned Vehicle
University in Phoenix, Arizona.
Russell E Klawunn¸ Chief Operating Officer and Director
Since February 2021, Mr. Klawunn has been the Vice President for Emissions Zero
Module Inc. Since October 2020, Mr. Klawunn has been the President of Proveedora
de Insumos Chaac De R.L. DE C.V., a wholesale merchant company located in
Mexico. Since September 2016, Mr. Klawunn has been the founder and president of
1618CNC, LLC, a firearms dealer and FFL licensing company located in Tucson,
Arizona, managing operations, including product development. From May 2018 to
January 2019, Mr. Klawunn was Pilot in Command, ISR for L3 Communications, where
he conducted ISR Deployments to Iraq and Syria. From April 1996 to June 2016,
Mr. Klawunn was a Special Agent for the Federal Bureau of Investigation, where
he conducted investigations, surveillance, and special operations. From January
2010 to September 2016, Mr. Klawunn was the co-founder and owner of
Quartercircle10 LLC, a firearms dealer located in Tucson, Arizona, where he
oversaw operations and led new product design and
--------------------------------------------------------------------------------
development. From July 1987 to March 1996, Mr. Klawunn served in the United
States Marine Corps as a Naval Aviator, reaching the rank of Captain.
Mr. Klawunn received a Bachelor of Business Administration degree from
Southwestern University in May 1987.
Kim Mitchell, Director
Mr. Mitchell has not been employed during the past 5 years. From January 2001
until his retirement in 2012, Mr. Mitchell was an Independent Consultant on
Silicon and Compound Semiconductor Manufacturing. From August 2009 until his
retirement, Mr. Mitchell was the founder and President of EnergyWise Systems
LLC, an energy conservation consulting company in St. George, Utah.
In 1976, Mr. Mitchell received a Ph.D. in Materials Science from Stanford
University. In 1974, Mr. Mitchell received a Master's of Science degree in
Materials Science from Stanford University. In 1968, Mr. Mitchell received a
bachelor's degree in Applied Physics from the California Institute of
Technology.
Family Relationships
None of the Director Nominees are related to one another. Our current president,
CEO, CFO and director, George Christodoulou, is the father of Mark
Christodoulou, our Secretary and Director.
Term of Office
Our directors serve for a one-year term until the next annual meeting of
stockholders, and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Executive officers
serve at the discretion of the Board of Directors and are elected or appointed
to serve until the next Board of Directors meeting following the annual meeting
of stockholders. Our executive officers are appointed by our Board of Directors
and hold office until the earlier of their resignation, death or removal.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of the following events occurred during the
past ten years that are material to an evaluation of the ability or integrity of
any of our executive officers, directors, Director Nominees or promoters:
(1) A petition under the Federal bankruptcy laws or any state insolvency law was
filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or
--------------------------------------------------------------------------------
property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within two years
before the time of such filing;
(2) Convicted in a criminal proceeding or is a named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) Subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from, or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of Federal or State
securities laws or Federal commodities laws;
(4) Subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described y such activity;
(5) Found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;
(6) Found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated;
(7) Subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree, or finding, not subsequently reversed, suspended or
vacated, relating to an alleged violation of:
(i) Any Federal or State securities or commodities law or regulation; or
(ii) Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement
--------------------------------------------------------------------------------
or restitution, civil money penalty or temporary or permanent cease-and-desist
order, or removal or prohibition order; or
(iii) Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
(8) Subject of, or a party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory organization (as defined in Section
3(a)(26) of the Exchange Act (15 U.S. C 78c(a)(26)), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a member.
Director Independence and Board Committees
We are not currently required under the Securities and Exchange Act to maintain
any committees of our Board. We are not currently subject to listing
requirements of any national securities exchange or inter-dealer quotation
system which has requirements that a majority of the board of directors be
"independent" or maintain any committees of our Board and, as a result, we are
not at this time required to have our Board of Directors comprised of a majority
of "independent directors" or have any committees. However, we intend to appoint
such independent directors and establish such committees in the near future.
Meetings of the Board of Directors
During its fiscal year ended December 31, 2020, and 2021, the Board did not meet
on any occasion but rather transacted business by unanimous written consent.
Indemnification
Our articles of incorporation and bylaws include provisions limiting the
liability of directors and officers and indemnifying them under certain
circumstances. See "Indemnification Agreements" for further information. We
intend to secure directors' and officers' liability insurance following the
completion of this offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to Nevada law, we are informed that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 9.01 EXHIBITS.
Exhibit No. Description
10.1 Merger Agreement
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses