On
November 20, 2009, the board of directors of
YesDTC Holdings, Inc., a Nevada corporation formerly
known as PR Complete Holdings Inc. (the “Company”),
declared a dividend
of an additional 48.234136 shares of its common stock on each share of its
common stock outstanding on December 4, 2009. All share amounts
referenced in this Current Report on Form 8-K have been adjusted to reflect the
number of our shares of common stock on a post-dividend basis.
On
December 11, 2009
,
we
entered into a Share Exchange Agreement (the
“Exchange Agreement”) with YesDTC, Inc., a privately-held
Delaware
corporation (“YesDTC”), and the
shareholders of YesDTC (the “YesDTC Shareholders”). Upon closing of the
transaction contemplated under the Exchange Agreement (the “Exchange”), on
December
11, 2009, the YesDTC Shareholders
transferred all of the issued and outstanding capital stock of YesDTC to the
Company in exchange for shares of common stock of the Company. Such
Exchange caused YesDTC to become a wholly-owned subsidiary of the
Company.
Pursuant
to the terms and conditions of the Exchange Agreement:
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At
the closing of the Exchange, each share of YesDTC’s common stock issued
and outstanding immediately prior to the closing of the Exchange was
exchanged for the right to receive one
share
of our common stock. Accordingly, an
aggregate of 90,000,000 shares of our common stock were issued to the
YesDTC Shareholders.
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Upon
the closing of the Exchange, we assumed the obligations of YesDTC under
certain 5% senior secured convertible promissory notes due December 2011
having an aggregate principal amount of $200,000 (the “Bridge Notes”) and
five-year warrants issued by YesDTC (the “Bridge Warrants”) that were
issued in connection with a bridge financing (the “Bridge Financing”) and
were outstanding obligations of YesDTC at the time of the
closing. The Bridge Notes are convertible into 50,000,000
shares of our common stock and the Bridge Warrants are exercisable into
50,000,000 shares of our common stock at an exercise price of $0.10 per
share. The Bridge Notes are secured by a security interest in certain
assets of YesDTC, pursuant to a security agreement. All of the shares of
common stock underlying the Bridge Notes and Bridge Warrants are subject
to a registration rights agreement under which we are obligated to file a
registration statement covering such shares within 180 days of the closing
date of the Bridge Financing and to use our best efforts to cause such
registration statement to be declared effective within 365 days of the
closing date. Holders of our securities issued in the Bridge
Financing also have the right to seek “piggyback” registration of their
shares in certain circumstances.
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Following
the closing of the Exchange, we issued 450 units in a private placement to
two investors (the “Private Placement”), consisting of an aggregate of
4,500,000 shares of our common stock and five-year warrants to purchase
4,500,000 shares of common stock exercisable at $0.10 per share (the
“Investor Warrants”), for $10,000 per unit, or $450,000. For a
period of 12 months from the closing date of the Private Placement,
holders of our shares issued in the Private Placement, as well as the
shares of common stock underlying the warrants issued in the Private
Placement, have the right to seek “piggyback” registration of their shares
in certain circumstances.
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Upon
the closing of the Exchange, Chrissy Albice resigned as our sole
officer
and
director
and simultaneously with the
effectiveness of the Exchange a new board of directors and new officers
were appointed. The new board of directors consists of William
Scigliano, Joseph Noel, Carrie Snyder, John Schulberg and Christian
Kirsebom
.
Joseph Noel serves as our Chief
Executive Officer
.
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Immediately
following the closing of the Exchange and the Private Placement, under an
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption
of Obligations (the “Conveyance Agreement”),
we also
transferred all of our pre-Exchange
assets and liabilities to our wholly-owned subsidiary,
PR Complete Acquisition, Inc.
(“SplitCo”).
Thereafter pursuant to a stock purchase agreement (the “Stock Purchase
Agreement”),
we
transferred all of
the outstanding capital stock of SplitCo to Chrissy Albice in exchange for
the cancellation of
49,234,136
shares
of
our
common stock that she owned
(the “Split-Off”), with 45,000,000 shares of common stock held by persons
who acquired such shares in purchases from stockholders of ours prior to
the Exchange remaining outstanding. These 45,000,000 shares
constitute our “public float” and are our only shares of registered common
stock and accordingly are our only shares available for resale without
further registration.
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Our
shares of common stock are very thinly traded, only a small percentage of our
common stock is available to be traded and is held by a small number of holders
and the price, if traded, may not reflect our actual or perceived value. There
can be no assurance that there will be an active market for our shares of common
stock either now or in the future. The market liquidity will be dependent on the
perception of our operating business, among other things. We will take
certain steps including utilizing investor awareness campaigns, press releases,
road shows and conferences to increase awareness of our business and any steps
that we might take to bring us to the awareness of investors may require we
compensate consultants with cash and/or stock. There can be no assurance that
there will be any awareness generated or the results of any efforts will result
in any impact on our trading volume. Consequently, investors may not be able to
liquidate their investment or liquidate it at a price that reflects the value of
the business and trading may be at an inflated price relative to the performance
of our company due to, among other things, availability of sellers of our
shares. If a market should develop, the price may be highly volatile. Because
there may be a low price for our shares of common stock, many brokerage firms or
clearing firms may not be willing to effect transactions in the securities or
accept our shares for deposit in an account. Even if an investor finds a broker
willing to effect a transaction in the shares of our common stock, the
combination of brokerage commissions, transfer fees, taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of low priced shares of common stock as
collateral for any loans.
The
foregoing description of the Exchange, the Bridge Financing, the Private
Placement and the Split-Off does not purport to be complete and is qualified in
its entirety by reference to the complete text of the (i) Exchange Agreement,
(ii) Bridge Subscription Agreement, (iii) Form of Bridge Note, (iv) Form of
Bridge Warrant, (v) Security Agreement, (vi) Private Placement Subscription
Agreement, (vii) Form of Investor Warrant, (viii) the Conveyance Agreement, and
(ix) the Stock Purchase Agreement, which are filed as Exhibits 2.1, 10.1, 10.2,
10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 hereto, respectively, each of which is
incorporated herein by reference.
Following
(i) the closing of the Exchange, (ii) the closing of the Private Placement for
$450,000, and (iii) the cancellation of
49,234,136
shares in the Split-Off, there
were 139,500,000 shares of common stock issued and
outstanding. Approximately 64.5% of such issued and outstanding
shares were held by the YesDTC Shareholders and approximately 3.2% were held by
the investors in the Private Placement. The foregoing percentages
exclude any shares issuable upon conversion of: (i) the Bridge Notes, (ii) the
Bridge Warrants and (iii) the warrants issued to investors in the Private
Placement.
Except
for the Bridge Warrants, neither we nor YesDTC had any outstanding options or
warrants to purchase shares of capital stock immediately prior to the closing of
the Exchange.
The
shares of our common stock issued to the YesDTC Shareholders in connection with
the Exchange (90,000,000), and the shares of our common stock and warrants
issued in the Private Placement (4,500,000), were not registered under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an
exemption from registration provided by Section 4(2) under the Securities Act
and Regulation D promulgated thereunder. These securities may not be transferred
or sold absent registration under the Securities Act or an applicable exemption
therefrom.
Prior to
the Split-Off, our business consisted of providing customers with affordable
press release services online. YesDTC is involved in the direct marketing
of consumer items and medical devices. We intend to continue the
business of YesDTC as our sole line of business. Upon closing of the Exchange,
we relocated our executive offices to 300 Beale Street, Suite 613, San
Francisco, California 94105 and our telephone number is (925)
922-2560.
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Item 2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On
December 11, 2009, YesDTC entered into a Subscription Agreement (the “Bridge
Subscription Agreement”) with the subscribers listed therein (the “Bridge
Subscribers”). The Bridge Subscription Agreement provides for, among
other things, the sale by YesDTC of: (i) Bridge Notes in the original aggregate
principal amount of $200,000, and (ii) Bridge Warrants to purchase up to
50,000,000 shares of YesDTC’s common stock. YesDTC received gross
proceeds in the amount of $200,000 from the sale of the Bridge Notes and Bridge
Warrants.
The
Bridge Notes will mature two years from the issuance date and will accrue
interest at the rate of five (5%) percent per annum, payable on the maturity
date. During an Event of Default (as defined in the Bridge Notes), the interest
rate of the Bridge Notes will be increased to eighteen (18%) percent per annum
until paid in full. In addition, upon the occurrence of an Event of
Default, all principal and interest then remaining unpaid shall immediately
become due and payable upon demand. Events of Default include but are not
limited to: (i) YesDTC’s failure to make payments when due, (ii) breaches by
YesDTC of its representations, warranties and covenants in the Bridge
Subscription Agreement, and (iii) if YesDTC fails to obtain an extension,
renewal or replacement of its main distribution agreement (the “Distribution
Agreement”), such agreement terminates or is otherwise cancelled, or YesDTC is
unable to, fails to, or does not profitably engage in the business intended
(marketing and sales of medical devices) for whatever reason. The
Distribution Agreement is an agreement for the distribution through certain
channels of certain medical devices and products that are manufactured or sold
by BioElectronics Corporation (BIEL.PK). The Distribution Agreement
was entered into by BioElectronics and Allay Online Marketing, LLC on March 20,
2009, and was assigned to YesDTC pursuant to an Agreement of Conveyance,
Transfer and Assignment of Assets and Assumption of Obligations dated as of
December 11, 2009 (the “Assignment Agreement”). The products and
devices are owned by certain affiliates of the Company and therefore the terms
of the Distribution Agreement were not negotiated on an arms-length basis and no
independent valuation of the value of the Distribution Agreement was
obtained. The foregoing description of the Distribution Agreement and
the Assignment Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Distribution Agreement and
Assignment Agreement which are filed as Exhibits 10.9 and 10.10 hereto and is
incorporated herein by reference. The Distribution Agreement has been pledged as
collateral under the Bridge Notes.
Pursuant
to the terms of the Bridge Notes, the Bridge Subscribers have the right, so long
as the Bridge Notes are not fully repaid, to convert the Bridge Notes into
shares of YesDTC’s common stock at a conversion price of $0.004 per share, as
may be adjusted. The Bridge Notes contain anti-dilution provisions,
including but not limited to if YesDTC issues shares of its common stock at less
than the then existing conversion price, the conversion price of the Bridge
Notes will automatically be reduced to such lower price. The Bridge Notes
contain limitations on conversion, including the limitation that the holder may
not convert its Bridge Note to the extent that upon conversion the holder,
together with its affiliates, would own in excess of 4.99% of YesDTC’s
outstanding shares of common stock (subject to an increase upon at least
61-days’ notice by the Bridge Subscriber to YesDTC, of up to
9.99%).
The
Bridge Notes are secured by a security interest in certain assets of YesDTC,
pursuant to a security agreement.
The
Bridge Warrants are exercisable for a period of five years at an exercise price
of $0.10 per share, as may be adjusted. The Bridge Warrants contain
anti-dilution provisions, including but not limited to if YesDTC issues shares
of its common stock at less than the then existing conversion price, the
conversion price of the Bridge Warrants will automatically be reduced to such
lower price. The Bridge Warrants contain limitations on exercise,
including the limitation that the holders may not convert their Bridge Warrants
to the extent that upon exercise the holder, together with its affiliates, would
own in excess of 4.99% of YesDTC’s outstanding shares of common stock (subject
to an increase upon at least 61-days’ notice by the Bridge Subscriber to YesDTC,
of up to 9.99%).
The
Bridge Warrants may be exercised on a “cashless” basis commencing 12 months
after their issuance, only with respect to underlying shares not included
for unrestricted public resale in an effective registration statement on the
date notice of exercise is given by the holder.
Pursuant
to the terms of the Bridge Subscription Agreement, YesDTC agreed to file a
registration statement covering the resale of the shares of common stock
underlying the Bridge Notes and the Bridge Warrants no later than 180 days from
the closing of the offering and to have such registration statement declared
effective no later than 365 days from the closing of the offering. If
YesDTC does not timely file the registration statement or cause it to be
declared effective by the required dates, then: (i) the exercise price of the
Bridge Warrants is reduced to $0.05 per share and (ii) each Bridge
Subscriber shall be entitled to liquidated damages equal to 1% of the aggregate
purchase price paid by such Bridge Subscriber for the Bridge Notes and Bridge
Warrants for each month that YesDTC does not file the registration statement or
cause it to be declared effective.
YesDTC
also granted the Bridge Subscribers, until the later of one year from the
closing or so long as the Bridge Notes are outstanding, a right of first refusal
in connection with future sales by YesDTC of its common stock or other
securities or equity linked debt obligations, except in connection with certain
Excepted Issuances (as defined in the Bridge Subscription
Agreement).
On
December
11, 2009, the date of the consummation
of the Exchange, the Company assumed all of YesDTC’s obligations in connection
with the Bridge Financing.
The
foregoing is not a complete summary of the terms of the Bridge Financing
described in this Item 2.03 and reference is made to the complete text of the
Subscription Agreement, Form of Bridge Note, Form of Bridge Warrant and Security
Agreement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto,
respectively.
Item 3.02
Unregistered Sales of Equity
Securities.
On
November 20, 2009, our board of directors declared a dividend of an additional
48.234136 shares of our common stock on each share of our common stock
outstanding on December 4, 2009. All share amounts referenced
hereunder have been adjusted to reflect the number of our shares of common stock
on a post-dividend basis.
Original
Issuance
Upon our
inception on May 22, 2008, we issued 49,234,136 shares of our common stock to
Josh Bender in consideration for services provided. The shares were
issued in a transaction that was exempt from the registration requirements of
the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts
transactions by an issuer not involving a public offering. On May 27,
2008, Josh Bender sold all of such shares to Chrissy Albice, who became our sole
officer and director.
September
2008 Financing
In
September 2008, we completed a private offering in which we sold 45,000,000
shares of our common stock to 40 “accredited investors,” as that term is defined
in Regulation D under the Securities Act, for an aggregate offering price of
$47,500. The securities sold in the Private Placement were not
registered under the Securities Act, or the securities laws of any state, and
were offered and sold in reliance on the exemption from registration afforded by
Section 4(2) and Regulation D (Rule 506) under the Securities Act and
corresponding provisions of state securities laws, which exempt transactions by
an issuer not involving any public offering.
December
2009 Financing
On
December
11,
2009
, we accepted subscriptions in the Private Placement for a total of
450 units, consisting of an aggregate of 4,500,000 shares of our common stock
and Investor Warrants to purchase an aggregate of an additional 4,500,000 shares
of our common stock, for a per unit purchase price of $1,000.00. We
received gross proceeds from such closing of $450,000. The Private
Placement was made solely to “accredited investors,” as that term is defined in
Regulation D under the Securities Act. The securities sold in the Private
Placement were not registered under the Securities Act, or the securities laws
of any state, and were offered and sold in reliance on the exemption from
registration afforded by Section 4(2) and Regulation D (Rule 506) under the
Securities Act and corresponding provisions of state securities laws, which
exempt transactions by an issuer not involving any public offering.
The
Investor Warrants are exercisable for a period of five years at an exercise
price of $0.10 per share, as may be adjusted. The Investor Warrants
contain anti-dilution provisions, including but not limited to if the Company
issues shares of its common stock at less than the then existing conversion
price, the conversion price of the Investor Warrants will automatically be
reduced to such lower price. The Investor Warrants contain
limitations on exercise, including the limitation that the holders may not
convert their Investor Warrants to the extent that upon exercise the holder,
together with its affiliates, would own in excess of 4.99% of the Company’s
outstanding shares of common stock (subject to an increase upon at least
61-days’ notice by the holder to the Company, of up to 9.99%).
The
Investor Warrants may be exercised on a “cashless” basis commencing 12 months
after their issuance, only with respect to underlying shares not included
for unrestricted public resale in an effective registration statement on the
date notice of exercise is given by the holder.
Pursuant
to the terms of the subscription agreement, for a period of twelve months after
the closing of the offering, the Company granted the investors “piggy-back”
registration rights for the shares of common stock underlying the Investor
Warrants.
Assumption
of YesDTC Convertible Debt and Warrants
Upon
consummation of the Exchange, we assumed the obligations of YesDTC under the
Bridge Notes and Bridge Warrants. Reference is made to the disclosure
set forth under Item 2.03 of this Current Report on Form 8-K, which required
disclosure is incorporated herein by reference.
Security
Ownership of Certain Persons
The
following information is as of
December 11
,
2009 regarding the beneficial ownership of our common stock of certain
persons. In connection with the Bridge Financing, GRQ Consultants
Inc. 401K Roth IRA (“GRQ 401K”) purchased units consisting of (i) promissory
notes convertible into 22,000,000 shares of our common stock and (ii) warrants
to purchase 22,000,000 shares of our common stock. As disclosed above
in Item 2.03 above, the notes and warrants contain a limitation on stock
ownership by GRQ 401K of 4.99%, or under certain circumstances of
9.99%. In addition, (x) Renee Honig owns 5,925,000 registered shares
of our common stock purchased from third-party holders in private transactions,
(y) Alan Honig owns 500,000 registered shares of our common stock purchased from
third-party holders in private transactions, and (z) Alan Honig, as custodian
for four minor children of Barry and Renee Honig, owns 5,500,000 registered
shares of our common stock purchased from third-party holders in private
transactions.
Barry
Honig holds voting and dispositive power over the shares owned by GRQ 401K, is
the spouse of Renee Honig and the son of Alan Honig. None of the
foregoing persons is an officer or director of the Company, and the Company does
not consider any of such persons, individually or in the aggregate, to be in a
position to exercise control over the business or affairs of the Company as a
result of the ownership of our securities or otherwise. Other than
pursuant to the terms of such securities, there are no restrictions on the
disposition of shares by any of the foregoing persons of entities.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 11, 2009, upon the closing of the Exchange, each of the
directors
and officers of the Company resigned
and the following persons became our executive officers and directors, and hold
the positions set forth opposite their respective names. All directors hold
office for one-year terms until the election and qualification of their
successors. Officers are appointed by the board of directors and
serve at the discretion of the board. There is no family relationship
between any director and executive officer.
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Position
with the Company
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William
Scigliano
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49
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Chairman
of the Board of Directors
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Joseph
A. Noel
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48
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Chief
Executive Officer, President, Treasurer, Secretary and
Director
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Carrie
A. Snyder
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42
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Director
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Jon
Schulberg
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51
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Director
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Christian
Kirsebom
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47
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Director
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Biographies
William
Scigliano
has been the Chairman of the Board of Directors of YesDTC since
November 2009 and has been our Chairman of our Board of Directors since the
closing of the Exchange. Mr. Scigliano is the Founding Partner of Scigliano
Group, LLC, an international company specializing in early stage technology
development and monetization. Established in 2007, Scigliano Group’s portfolio
includes clients in digital and social media, mobile applications, entertainment
and gaming, and green energy alternatives. Prior to founding
Scigliano Group, Mr. Scigliano was a successful C-level executive. From June
2005 to July 2007 he was the Chairman of the Board for Wherify Wireless, Inc., a
California-based developer of GPS software and services. From Sept
2002 to June 2005 Mr. Scigliano was the Chief Executive Officer of IQ Biometrix,
Inc., a leading provider of digital face technologies based in Fremont,
California (“IQB”). He drove the endorsement of IQB technology by thousands of
agencies worldwide, and led the company’s eventual acquisition. Before
joining IQB, Mr. Scigliano worked for four years as an Assistant Attorney
General in Canada.
Joseph Noel
is
a 29-year veteran of the investment and technology industries. Mr.
Noel has been the Chief Executive Officer and a Director of YesDTC since
November 2009 and has been our Chief Executive Officer and Director since the
closing of the Exchange. He has been the President of Emerging Growth
Research, an independent research company, since January 2006. From
January 2000 to December 2005, he was a senior analyst at Pacific Growth
Equities, LLC, where he tracked the emerging growth and advanced industrial
sectors. Prior to Pacific Growth Equities, he covered growth companies at
Hambrecht & Quist and was employed by Gartner/Dataquest as a communications
industry analyst. Before becoming an analyst, Mr. Noel worked at a number
of major corporations in the industry, including MCI, where he was responsible
for the frame relay product marketing launch, and British Telecom, where he was
involved in strategic planning for the company’s Internet access service.
He was also employed by various Bell Operating Companies in both marketing and
technical roles for nearly ten years. Mr. Noel received his MBA in finance
from Wake Forest University and holds a BS in business and economics. A
four-time Wall Street Journal All-Star Analyst, Joe specializes in emerging
growth companies in the biotech, medical, telecommunications, Internet and
advanced industrial equipment sectors.
Carrie
Snyder
has been a Director of YesDTC since November 2009 and has been one
of our Directors since the closing of the Exchange. Ms. Snyder is an
investment industry veteran. She has experience working with clients
across a wide range of industry sectors and has managed all aspects of the
transaction execution process including deal origination, valuation and
financial modeling, creation of offering memorandums, management presentations
and related deal documentation, identification of potential buyers/investors,
management road shows, due diligence and internal committee approval
processes. She has advised on multiple M&A transactions totaling over
$5.0 billion and on more than
$8.0
billion in public and private debt and equity financings. Ms. Snyder began
her investment banking career in 1997 at JP Morgan Chase and moved to Salomon
Smith Barney in 2000. In July 2003, she joined Pacific Growth Equities in
San Francisco as part of the equity research team. She returned to
investment banking in August 2005 with Wells Fargo Securities and in December
2007 joined Nollenberger Capital Partners until June 2008. Since July
2008, she has served as Principal at Alquemie Partners, LLC. Ms.
Snyder holds an MBA from Georgetown University and a Master of Arts from the
George Washington University’s Elliott School of International Affairs.
She also served as a Graduate Intern in the U.S. Department of Commerce and the
U.S. Senate. Ms. Snyder conducted her undergraduate studies at the
University of California, Davis and Los Angeles, receiving BA degrees in both
economics and psychology in addition to a minor in German.
Jon
Schulberg
has been Director of YesDTC since November 2009 and has been
one of our Directors since the closing of the Exchange. Mr. Schulberg is
considered a pioneer in the field of infomercial advertising. He has directed,
written and produced a number of successful direct response television (DRTV)
campaigns. It’s estimated that infomercials produced by Mr. Schulberg have been
seen by millions of people and have generated hundreds of millions of dollars in
gross sales. His clients have included Tempur-Pedic, HBO, Sega, Time-Life,
Guthy-Renker, Select Comfort, Fitness Quest, Reliant, QVC, Sharper Image, Rhino
Records, Delonghi, Rossetta Stone and Sony Music. Mr. Schulberg is a
two-time winner of Infomercial of the Year (
Personal Power
with Tony
Robbins and
Making Love
Work
with Barbara DeAngelis) and has also been awarded Best Writer, Best
Producer and Best Director. Prior to entering DRTV, he was a
director, producer and writer of magazine style television programming. During
his twenty-year career, Mr. Schulberg’s assignments have ranged from filming
Muhammad Ali’s return to Africa on a good will mission to helping stage the
first televised rock concert held in Moscow’s Red Square benefiting the victims
of Chernobyl. His writing credits include the A&E special,
BB King & Friends,
which
won a Cable Ace award. He has been the President of Schulberg MediaWorks Inc., a
leading marketing and creative services provider specializing in DRTV, since its
founding in 1992. Mr. Schulberg graduated from Stanford University
with a degree in Communications. From June 1997 to April 2005 he served on the
Board of Directors of U.S. Home and Garden, Inc. (NASDAQ), and is the co-founder
of the Relationship Resource Center; a non-profit organization dedicated to
keeping couples and families together.
Christian
Kirsebom
has been Director of YesDTC since November 2009 and has been one
of our Directors since the closing of the Exchange.
Mr. Kirsebom
has more than 15 years of experience in both corporate finance and investment
banking. Since January of 2009 Mr. Kirsebom has been a Manager at ISIS
Capital Management, a private equity firm specializing in the software
industry. From July 2005 to December 2008, he worked at Jefferies
& Company, where he was Senior Vice President and responsible for the firm’s
Scandinavian institutional trading business. From January 2001 to June
2005, he worked at Pacific Growth Equities, Inc., where he served as Senior Vice
President, Corporate Finance Group and then later as a Partner on the sales and
trading desk covering European Institutions. From January 1999 to January
2001, he was a Senior Vice President at Hambrecht & Quist in their
Institutional Sales department (now part of JP Morgan), which was a leading
technology investment bank. Mr. Kirsebom started his banking career at Van
Kasper & Company (acquired by Wells Fargo), where he performed a wide range
of corporate finance services, including M&A, private placements and public
offerings. He received a Candidatus Magisterii degree in Economic History
and Political Science from University of Oslo, Norway and an MBA from the
University of San Francisco.
Executive
Officer Compensation
To date we have not paid any
compensation to our executive officers, and do not expect to pay them
compensation until such time as our board of directors determines we can
fiscally do so.
Director
Compensation
We have
not had compensation arrangements in place for members of our Board of Directors
and have not finalized any plan to compensate directors in the future for their
services as directors. We may develop a compensation plan for our independent
directors in order to attract qualified persons and to retain them. We expect
that the compensation arrangements may be comprised of a combination of cash
and/or equity awards.
Board
Committees
Our board
of directors is expected to appoint an audit committee, nominating committee and
compensation committee, and to adopt charters relative to each such committee,
in the near future. We intend to appoint such persons to the committees of the
board of directors as are expected to be required to meet the corporate
governance requirements imposed by a national securities exchange, although we
are not required to comply with such requirements until we elect to seek listing
on a national securities exchange, and we are under no obligation to do so. A
majority of our directors are independent directors, of which at least one
director qualifies as an “audit committee financial expert,” within the meaning
of Item 407(d)(5) of Regulation S-K, as promulgated by the SEC.
Certain
Relationships and Related Transactions
There
have been no transactions, whether directly or indirectly, between YesDTC, the
Company and any of our officers, directors or their family members.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
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Exhibit No.
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Description
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2.1
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Share
Exchange Agreement dated as of
December 11,
2009
, by and among
YesDTC Holdings,
Inc.
, YesDTC, Inc. and the shareholders of YesDTC,
Inc.
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10.1
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Subscription
Agreement dated
December
11, 2009, by
and among YesDTC, Inc. and the subscribers signatory
thereto
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10.2
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Form
of Bridge Note
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10.3
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Form
of Bridge Warrant
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10.4
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Security
Agreement dated December 11, 2009, by and among YesDTC, Inc. and the
subscribers signatory thereto
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Description
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10.5
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Subscription
Agreement dated
December
11, 2009, by
and among YesDTC Holdings, Inc. and the investors signatory
thereto
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10.6
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Form
of Investor Warrant
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10.7
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of
December 11,
2009
, by and between
YesDTC Holdings,
Inc.
and
PR Complete Acquisition,
Inc.
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10.8
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Stock Purchase Agreement,
dated as of
December 11, 2009
, by and between
YesDTC Holdings, Inc.
and
Chrissy Albice
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10.9
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Distribution
Agreement dated as of March 20, 2009 between BioElectronics Corporation
and Allay Online Marketing, LLC
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10.10
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of
December 11,
2009
, by and among Allay Online Marketing, LLC, Joseph Noel and
YesDTC, Inc.
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21
|
List
of Subsidiaries
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
December 15
, 2009
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YESDTC HOLDINGS,
INC.
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By:
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/s/ Joseph
A. Noel
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Name: Joseph
A. Noel
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Title: Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit No.
|
Description
|
|
|
|
|
2.1
|
Share
Exchange Agreement dated as of
December 11,
2009
, by and among
YesDTC Holdings,
Inc.
, YesDTC, Inc. and the shareholders of YesDTC,
Inc.
|
|
|
|
|
10.1
|
Subscription
Agreement dated
December
11, 2009, by
and among YesDTC, Inc. and the subscribers signatory
thereto
|
|
|
|
|
10.2
|
Form
of Bridge Note
|
|
|
|
|
10.3
|
Form
of Bridge Warrant
|
|
|
|
|
10.4
|
Security
Agreement dated December 11, 2009, by and among YesDTC, Inc. and the
subscribers signatory thereto
|
|
10.5
|
Subscription
Agreement dated
December
11, 2009, by
and among YesDTC Holdings, Inc. and the investors signatory
thereto
|
|
|
|
|
10.6
|
Form
of Investor Warrant
|
|
|
|
|
10.7
|
Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of
December 11,
2009
, by and between
YesDTC Holdings,
Inc.
and
PR Complete Acquisition,
Inc.
|
|
|
|
|
10.8
|
Stock Purchase Agreement,
dated as of
December 11, 2009
, by and between
YesDTC Holdings, Inc.
and
Chrissy Albice
|
|
|
|
|
10.9
|
Distribution
Agreement dated as of March 20, 2009 between BioElectronics Corporation
and Allay Online Marketing, LLC
|
|
|
|
|
10.10
|
Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of
December 11,
2009
, by and among Allay Online Marketing, LLC, Joseph Noel and
YesDTC, Inc.
|
|
|
|
|
21
|
List
of Subsidiaries
|