Attached files
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| EX-99.2 - NATURAL BLUE RESOURCES, INC. | ex99-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 24, 2009
NATURAL
BLUE RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-12493
|
13-3134389
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
146
West Plant Street, Suite 300, Winter Garden, Florida 34787
(Address
of principal executive offices) (zip code)
866-739-3945
(Registrant’s
telephone number, including area code)
2150
South 1300 East, Suite 500, Salt Lake City, Utah 84106
(Former
Name or Former Address if Changed Since Last Report)
r Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01 Completion of Acquisition.
On July
24, 2009, Natural Blue Resources, Inc., a Delaware corporation formerly known as
Datameg Corp. (the “Company”), closed its previously announced share exchange
with the shareholders of Natural Blue Resources, Inc., a Nevada corporation
(“NBR”). Pursuant to the terms of the Share Exchange Agreement (the
“Share Exchange Agreement”), the Company received from the NBR stockholders all
of NBR’s outstanding common stock, consisting of 44,661,585, shares in exchange
for the right to receive a number of shares that would equal 90% of the issued
and outstanding shares of the Company’s common stock upon completion of the
transaction. The number of shares of common stock issued by the
Company to the NBR stockholders in the share exchange transaction was 44,356,598
shares. As a result of the transaction, NBR became a wholly owned
subsidiary of the Company and Company became subject to a change of control with
the former shareholders of NBR owning 90% of the Company’s outstanding common
stock following the transaction.
As a
condition of, and prior to, to the closing of the share exchange transaction,
the Company effected a 1 for 100 reverse stock split on July 24,
2009. Following the reverse stock split, but before the closing of
the share exchange, there were 4,928,511 shares of the Company’s common stock
outstanding. Upon closing of the share exchange, there were
49,285,109 shares of the Company’s common stock outstanding including shares
issued to the NBR stockholders in the share exchange.
The
Company’s stockholders approved the reverse stock split and the share exchange
transaction by written consent on June 18, 2009.
Item
3.02 Unregistered Sales of Equity Securities
In
connection with the share exchange transaction which was closed on July 24,
2009, as described in Item 2.01 above, the NBR stockholders were entitled to
receive an aggregate of 44,356,598 shares of the Company’s common stock in
exchange for all of NBR’s outstanding common stock consisting of 44,661,585
shares. The issuance by the Company of such shares of common stock
was exempt from the registration requirements of the Securities Act of 1933, as
amended, under Section 4(2) thereof, and Rule 506 of Regulation D promulgated
there under.
Item
5.01 Changes in Control of Registrant
As a
result of the share exchange transaction which was closed on July 24, 2009, as
described in Item 2.01 above, the former stockholders of NBR acquired beneficial
ownership of 90% of the Company’s issued and outstanding voting securities
following the transaction. Pursuant to the Share Exchange Agreement,
upon compliance with the requirements of Section 14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14(f)-1 promulgated there under, the
current members of the Company’s Board of Directors shall resign and designees
of NBR shall be appointed to serve the unexpired terms of such
directors.
Item
8.01 Other Events
As a
condition of, and prior to, the closing of the share exchange transaction, the
Company affected a 1 for 100 reverse stock split on July 24, 2009, resulting in
4,928,511 shares of the Company’s common stock outstanding.
In
connection with the closing of the share exchange transaction, the Company
changed its name from Datameg Corporation to Natural Blue Resources, Inc. and
changed its trading symbol from DTMG to NTUR.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
|
Item
|
Description
|
Page
|
|
9.01(a)
|
Financial
Statements of Business Acquired:
|
|
|
Natural
Blue Resources, Inc. (Natural Blue Nevada)
|
||
|
Report
of Registered Independent Public Accounting Firm
|
F-1
|
|
|
Balance
Sheet at July 31, 2009
|
F-2
|
|
|
Statement
of Operations for the period from inception (March 2, 2009)
to
July
31, 2009
|
F-3
|
|
|
Statement
of Changes in Stockholders’ Equity for the period from
inception
(March 2, 2009) to July 31, 2009
|
F-4
|
|
|
Statement
of Cash Flows for the period from inception (March 2, 2009)
to
July
31, 2009
|
F-5
|
|
|
Notes
to Financial Statements
|
F-6
|
|
Independent
Auditors’ Report
To the
Board of Directors
Natural
Blue Resources, Inc.
We have
audited the accompanying balance sheet of Natural Blue Resources, Inc. (a
development stage enterprise)
as of July 31, 2009 and the related statements of operations, changes in
stockholders’ equity, and cash flows for the period from inception (March 2,
2009) to period ending July 31, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express
an opinion on these financial statements based on our audit.
We
conducted our audit in accordance with auditing standards generally accepted in
the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes consideration
of internal control over financial reporting as a basis for designing audit
procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we
express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial
position of Natural Blue Resources, Inc. (a development stage enterprise) at
July 31, 2009, and the
results of its operations and its cash flows for the period from inception
(March 2, 2009) to period ending
July 31, 2009 in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a
going concern. As discussed in Note B to the financial statements, the Company
has suffered losses from
operations and has a deficit at July 31, 2009 that raise substantial doubt about
its ability to continue
as a going concern. Management’s plan in regard to these matters is also
described in Note B. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Cross, Fernandez &
Riley, LLP
Certified
Public Accountants
February
1, 2010
Orlando,
FL
F-1
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Balance
Sheet
July 31,
2009
|
Assets
|
||||
|
Current
assets:
|
||||
|
Cash
and cash equivalents
|
$ | 1,928,607 | ||
|
Available
for sale investment
|
378,750 | |||
|
Other
current assets
|
1,704 | |||
|
Total
current assets
|
2,309,061 | |||
|
Held
to maturity investment, net
|
-- | |||
| $ | 2,309,061 | |||
|
Liabilities
and Stockholders’ Equity
|
||||
|
Current
liabilities:
|
||||
|
Accounts
payable and accrued liabilities
|
$ | 31,101 | ||
|
Total
current liabilities
|
31,101 | |||
|
Stockholders’
equity:
|
||||
|
Common
stock; par value $0.0001, 50,000,000 shares authorized,
40,691,585
shares issued and outstanding
|
4,069 | |||
|
Paid-in
capital
|
2,466,195 | |||
|
Other
comprehensive items
|
293,750 | |||
|
Deficit
accumulated during the development stage
|
(486,054 | ) | ||
|
Total
stockholders’ equity
|
2,277,960 | |||
| $ | 2,309,061 | |||
The Notes
to the Financial Statements are an integral part of these financial
statements.
F-2
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Statement
of Operations
Period
from inception (March 2, 2009) to July 31, 2009
|
Revenue
|
$ | -- | ||
|
Costs
and expenses:
|
||||
|
Impairment
of investment
|
203,068 | |||
|
Professional
and consulting
|
162,240 | |||
|
Salaries
and wages
|
54,513 | |||
|
Geosciences
research
|
45,371 | |||
|
Advertising
and promotion
|
2,500 | |||
|
Other
general and administrative
|
21,430 | |||
| 489,122 | ||||
|
Other
income (expense)
|
||||
|
Interest
income
|
3,068 | |||
|
Net
loss
|
$ | (486,054 | ) | |
|
Net
loss per common share, basic and diluted
|
$ | (0.01 | ) | |
|
Weighted
average shares used for net loss per common share
|
38,437,982 |
The Notes
to the Financial Statements are an integral part of these financial
statements.
F-3
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Statement
of Changes in Stockholders’ Equity
Period
from inception (March 2, 2009) to July 31, 2009
|
Common
Stock
Shares
Amount
|
Paid-in
Capital
|
Comprehensive
Items
|
Accumulated
Deficit
|
Stockholders’
Equity
|
||||||||||||||||||||
|
Sales
of common stock:
|
||||||||||||||||||||||||
|
Initial
capitalization (March – April 2009)
|
38,226,113 | $ | 3,822 | $ | 970 | $ | -- | $ | -- | $ | 4,792 | |||||||||||||
|
Private
placement (April – June 2009)
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2,465,472 | 247 | 2,465,225 | -- | -- | 2,465,472 | ||||||||||||||||||
|
Unrealized
gain on available for sale
investments
|
-- | -- | -- | 293,750 | -- | 293,750 | ||||||||||||||||||
|
Net
loss
|
-- | -- | -- | -- | (486,054 | ) | (486,054 | ) | ||||||||||||||||
|
Balances
at July 31, 2009
|
40,691,585 | $ | 4,069 | $ | 2,466,195 | $ | 293,750 | $ | (486,054 | ) | $ | 2,277,960 | ||||||||||||
The Notes
to the Financial Statements are an integral part of these financial
statements.
F-4
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Statement
of Cash Flows
Period
from inception (March 2, 2009) to July 31, 2009
|
Cash
flows from operating activities:
|
||||
|
Net
loss
|
$ | (486,054 | ) | |
|
Adjustments
to reconcile net loss to cash used in operating
activities:
|
||||
|
Impairment
of investment
|
203,068 | |||
|
Changes
in operating assets and liabilities:
|
||||
|
Other
current assets
|
(4,772 | ) | ||
|
Accounts
payable and accrued liabilities
|
31,101 | |||
|
Cash
used in operating activities
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(256,657 | ) | ||
|
Cash
flows from investing activities:
|
||||
|
Purchase
of investments
|
(285,000 | ) | ||
|
Cash
used in investing activities
|
(285,000 | ) | ||
|
Cash
flows from financing activities:
|
||||
|
Sale
of common stock
|
2,470,264 | |||
|
Cash
provided by financing activities
|
2,470,264 | |||
|
Net
increase in cash
|
1,928,607 | |||
|
Cash
at the beginning of the period
|
-- | |||
|
Cash
at the end of the period
|
$ | 1,928,607 | ||
|
Supplemental
cash flow information:
|
||||
|
Cash
paid for interest
|
$ | -- | ||
|
Cash
paid for income taxes
|
$ | -- | ||
The Notes
to the Financial Statements are an integral part of these financial
statements.
F-5
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes to
Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
A.
Organization and business:
Natural
Blue Resources, Inc. was organized as a Nevada Corporation on March 2,
2009.
We are
engaged in the acquisition and development of water conservation and related
treatment technologies. Our core strategy involves the acquisition of, or
investment in, companies and technologies that are operating efficiently and
bolster our efforts to deliver green solutions for water
conservation.
We are
currently in the development stage, as that term is defined in Accounting
Standards Codification (“ASC”) Topic 915, Development Stage
Entities. During this stage of our development, we are devoting
substantially all of our efforts in identifying companies and technologies to
further our business strategy. We are also engaged in developing our business
infrastructure and we are seeking capital to support the further development and
deployment of our product.
As more
fully discussed in Note H, we merged with Datameg Corporation on July 24, 2009
and are the surviving company in this reverse-merger transaction. As a matter of
convenience, the financial information contained herein is as of July 31, 2009,
but does not include the effects of our merger with Datameg Corporation.
Transactional activity during the period July 25, 2009 and July 31, 2009 is
insignificant and accordingly, the merger will be accounted for as of July 31,
2009.
B. Going
concern:
We have
prepared our financial statements under the presumption that we will continue as
a going concern for a reasonable period. However, as previously mentioned, we
are currently in our development stage and, accordingly, we have not generated
revenue. During the period from our inception (March 2, 2009) to July 31, 2009,
we generated net losses of $282,986 and used cash in our operations in the
amount of $256,657. These conditions and negative trends raise substantial doubt
about our ability to continue as a going concern.
As more
fully discussed in Note H, we merged with Datameg Corporation on July 24, 2009,
which was a public shell company. We entered into this transaction, with respect
to which we are the accounting acquirer, to provide a platform for raising
capital and further developing our water conservation and green technologies.
Our continuation as a going concern is dependent upon strategically deploying
our existing capital, raising additional capital and further developing our
Green
technologies to a state of commercial viability and revenue generation. However,
there can be no assurances that capital will be available at terms acceptable to
our management, if at all, or that our acquired or developed technologies can
achieve profitable operations. The accompanying financial statements do not
include any adjustments that may result from the substantial doubt surrounding
our ability to continue as an ongoing concern.
F-6
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes to
Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
C.
Significant accounting policies:
Cash and
Cash Equivalents – For purposes of reporting cash flows, we consider cash
in operating bank accounts, demand deposits, cash on hand and highly-liquid debt
instruments, with an initial maturity of three months or less, as cash and cash
equivalents.
Investments
– Our investments consist of available for sale securities, and may also consist
in future periods of non-marketable securities, debt securities and other equity
investments. We account for our investments in accordance with ASC Topic 320
Investments.
Available-for-Sale
Investments: Investments that we designate as available-for-sale are
reported at fair value, with unrealized gains and losses, net of tax, recorded
in accumulated other comprehensive income (loss). We base the cost of the
investment sold on the specific identification method using market rates for
similar financial instruments. Our available-for-sale investments include and
may include in future periods.
Held-to-Maturity
Investments: Investments in interest-bearing forward contracts, such as
notes receivable, are reported at cost and amortized to their respective
redemption values over the term of the arrangement. Impairments are recorded
when it is concluded that declines in value are other than temporary in their
nature.
Non-Marketable and Other
Equity Investments: We account for non-marketable and other equity
investments under either the cost or equity method and include them in other
long-term assets. Our non-marketable and other equity investments
include:
|
·
|
Equity method
investments when we have the ability to exercise significant
influence, but not control, over the investee. We record equity method
adjustments in gains (losses) on equity investments, net. Equity method
adjustments include: our proportionate share of investee income or loss,
gains or losses resulting from investee capital transactions, amortization
of certain differences between our carrying value and our equity in the
net assets of the investee at the date of investment, and other
adjustments required by the equity method. In certain instances, due to
the time that it takes our equity investees to close their accounting
records, we record our equity interest in income or loss in arrears up to
but not exceeding three-months.
|
|
·
|
Non-marketable cost method
investments when we do not have the ability to exercise significant
influence over the investee.
|
Other-Than-Temporary
Impairment: All of our non-marketable and other investments are subject
to a periodic impairment review. Investments are considered to be impaired when
a decline in fair value is judged to be other-than-temporary. The indicators
that we use to identify those events and circumstances include:
F-7
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes to
Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
C.
Significant accounting policies (continued):
|
·
|
the
investee's revenue and earnings trends relative to predefined milestones
and overall business prospects;
|
|
·
|
the
technological feasibility of the investee's products and
technologies;
|
|
·
|
the
general market conditions in the investee's industry or geographic area,
including regulatory or economic
changes;
|
|
·
|
factors
related to the investee's ability to remain in business, such as the
investee's liquidity, debt ratios, and the rate at which the investee is
using its cash; and
|
|
·
|
the
investee's receipt of additional funding at a lower valuation. If an
investee obtains additional funding at a valuation lower than our carrying
amount or a new round of equity funding is required for the investee to
remain in business, and the new round of equity does not appear imminent,
it is presumed that the investment is other than temporarily impaired,
unless specific facts and circumstances indicate
otherwise.
|
Advertising
– We expense advertising and marketing costs as they are incurred.
Research and Development
Costs – We may incur and expense research and development
expenses, as defined in ASC Topic 730 Research and
Development, as these costs are incurred.
Share-based
payment – We apply the grant-date fair value method to our
share-based payment arrangements with employees and others under the rules
provided in ASC Accounting for Share-Based
Payment. Under ASC Topic 718 Stock Compensation,
share-based compensation cost to employees is measured at the grant date fair
value based on the value of the award and is recognized over the service period,
which is usually the vesting period for employees. Share-based payments to
non-employees are recorded at fair value on the measurement date and reflected
in expense over the service period.
Income Taxes
– We record our income taxes using the asset and liability method
provided in ASC Topic 740 Income Taxes. Under
this method, the future tax consequences attributed to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis are reflected as tax assets and liabilities using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences reverse. Changes in these deferred tax assets and
liabilities are reflected in the provision for income taxes. However, we are
required to evaluate the recoverability of net deferred tax assets. If it is
more likely than not that some portion of a net deferred tax asset will not be
realized, a valuation allowance is recognized with a charge to the provision for
income taxes. Our tax reporting year ends December 31, 2009. As of July 31,
2009, our projected effective income tax rate is zero, due to our anticipated
cumulative loss position. Also, see Note H.
F-8
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes to
Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
C.
Significant accounting policies (continued):
Net Loss
per Common Share – We have applied the provisions in ASC Topic 260 Earnings Per Share in
calculating our basic and diluted loss per common share. Basic loss per common
share represents our net loss divided by the weighted average number of common
shares outstanding during the period. Diluted loss per common share gives effect
to all potentially dilutive securities. We compute the effects on diluted loss
per common share arising from warrants and options using the treasury stock
method. We compute the effects on diluted loss per common share arising from
convertible securities using the if-converted method. The effects, if
anti-dilutive are excluded.
Estimates
– The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States of America requires our
management to make estimates and assumptions that affect the reported amounts in
our consolidated financial statements. Actual results could differ from those
estimates.
Risk and
Uncertainties – Our future results of operations and financial condition
will be impacted by the following factors, among others: dependence on the
worldwide trend toward green solutions and rapidly changing technology, on
third-party management who oversee companies in which we invest, on the
successful development and marketing of new products in new and existing
markets. Generally, we are unable to predict the future status of these areas of
risk and uncertainty. However, negative trends or conditions in these areas
could have an adverse affect on our business.
D.
Investments:
Our
available for sale investment consisted of the following at July 31,
2009:
|
Description
|
Cost
|
Fair
Value
|
Unrealized
Gain
|
|||||||||
|
375,000
shares of PrismOne, Inc. common
stock,
representing 1.65% in ownership
|
$ | 85,000 | $ | 378,750 | $ | 293,750 | ||||||
The fair
value of our investment in PrismOne, Inc. is based upon the closing market price
of the investee’s common stock, which trades publicly (PMOZ.OB). As of July 31,
2009, the closing market price was $1.01; as of December 15, 2009, the closing
market price was $0.16. Management views the price decline as temporary in
nature. However, our investment in PrismOne, Inc. is subject to the specific
risks of the investee and market risks, in general.
F-9
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes
to Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
D.
Investments (continued):
Our
held-to-maturity investment consisted of the following at July 31,
2009:
|
Description
|
Cost
|
Interest
|
Amortized
Value
|
|||||||||
|
8%,
face value $200,000 note receivable
Due
May 2010
|
$ | 200,000 | $ | 3,068 | $ | 203,068 | ||||||
|
Allowance*
|
(203,068 | ) | ||||||||||
|
Carrying
value
|
$ | -- | ||||||||||
* We have
fully reserved for the Note & accumulated interest as this Note is
non-recourse.
E.
Stockholders’ equity:
Sales of common stock –
During the period from inception (March 2, 2009) to July 31, 2009, we sold
shares of our common stock, as follows:
During
the period from March 17, 2009 to April 4, 2009, we sold 38,226,113 shares of
our common stock to founding investors. Of these shares sold, 36,529,198 were
sold at par value of $0.0001 per share, resulting in aggregate proceeds of
$3,653; and 1,696,915 were sold at $0.0002, resulting in aggregate proceeds of
$1,139.
During
the period from April 14, 2009 to June 19, 2009, we sold 2,465,472 shares of
common stock to accredited investors pursuant to a private placement agreement.
Aggregate proceeds from the private placement amounted to
$2,465,500.
Contingent issuances – On
June 15, 2009, we reserved in deposit, for the benefit of Kaleida Eco Ventures,
Inc., 4,000,000 shares of our common stock pursuant to a then impending purchase
agreement related to Eco Wave, LLC. As more fully discussed in Note H Subsequent
Events, our purchase of the Eco Wave technology was completed subsequent to our
merger with Datameg Corporation. The Eco Wave LLC purchase was ultimately
completed with Datameg Corporation common stock on August 12, 2009, as more
fully discussed in Notes G and H.
F.
Related party transactions:
As more
fully discussed in Note H, we completed a merger of our company with Datameg
Corporation on July 24, 2009. At the time of this merger, certain officers of
Datameg Corporation owned approximately 3.8% of our outstanding common stock,
acquired for investment purposes in connection with the sales of common stock
discussed in Note G.
F-10
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes to
Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
G.
Commitments and contingencies:
Technology license purchase
commitment – On June 15, 2009, we entered into an agreement in principle
with Kaleida Eco Ventures, Inc. (“Kaleida”) to purchase the member interests of
Eco Wave, LLC (“Eco Wave”), which had as its sole holding, a License Agreement
with Kaleida to market and distribute a patented microwave technology related to
collecting and recycling wastewater sludge and biosolids. Kaleida is the owner
of the patent and related intellectual properties.
The
License Agreement has a term of seven years, which coincides with the remaining
legal life of the underlying patent, and provides for exclusive territorial
rights throughout the world, with the sole exception of the Republic of Korea.
The License Agreement further provides for royalty payments of $200,000 for each
installed recycling unit and stipulates minimum installation levels. The failure
to achieve the minimum levels could result in termination. See Note H. As of
December 31, 2009 we had no additional liability for installed units and are in
compliance with our minimum installation levels.
H.
Subsequent events:
Merger with Datameg
Corporation – On July 24, 2009, we entered into a Share Exchange
Agreement (the “Agreement”) with Datameg Corporation, a publicly traded Delaware
Corporation, which subsequently changed its name to Natural Blue Resources, Inc.
Pursuant to the Agreement, Datameg acquired all of our common stock in exchange
for 44,356,598 shares of its common stock, representing 90% of the voting
control on a post merger basis. The exchange ratio of Datameg to our common
stock in terms of number of shares was approximately .993 to 1.00. Considering
that, following the merger, our stockholders control the majority of Datameg’s
outstanding voting common stock, our management has assumed operational,
management and governance control and Datameg effectively succeeded its
otherwise minimal operations to those that are ours, we are considered the
accounting acquirer in this reverse-merger transaction.
Technology license purchase –
As discussed in Note G, we entered into an agreement in principal to acquire Eco
Wave. On August 12, 2009, following the aforementioned merger, we entered into a
Limited Liability Company Purchase Agreement (“Purchase Agreement”) with Kaleida
that provided for our purchase of all member interests in Eco Wave in exchange
for 3,972,685 shares of our legal parent company’s common stock. In addition,
upon the achievement of certain installation milestones, ranging from 50 to over
75 installations, we will be required to issue Kaleida 1,000,000 and 2,000,000
shares of our post-merger legal parent company, respectfully.
F-11
Natural
Blue Resources, Inc.
(A
Development Stage Enterprise)
Notes to
Financial Statements
Period
from inception (March 2, 2009) to July 31, 2009
H.
Subsequent events (continued):
Eco Wave,
although a limited liability company, did not meet the definition of a business
on the purchase date because it did not constitute an integrated set of
activities (inputs, processes, and outputs) that would be necessary to conduct
business and achieve a return for its investors. Rather, the sole asset of Eco
Wave was the License Agreement with Kaleida and it had no customers, employees
or other processes to advance the technology. Accordingly, we intend to treat
our purchase of Eco Wave as a purchase of the intangible License Arrangement,
which will be measured either based upon the fair value of the consideration
that we issue or the fair value of the asset that we receive, whichever we
determine to be more reliable. The intangible asset will be amortized through
charges to our operations over the shorter of the contractual term or the
estimated period of the asset’s utility. In addition, we intend to account for
the additional consideration described in the preceding paragraph as additional
royalty expense when, and if, incurred; accordingly, we will record the fair
value of that consideration in our operations as units are installed to properly
associate our total costs to the revenue associated with each
installation.
Promissory note investment –
On September 16, 2009, we entered into a convertible promissory note financing
arrangement with On Demand Color Group LLC (“On Demand”), which provided for our
investment in a variable rate of 2%, $150,000 face value promissory note.
Principal and interest are due on September 15, 2010 unless prepaid. If the Note
is not prepaid as of September 15, 2010, the variable rate of interest will
increase from 2% to 8% .We may convert the note into a 20% member interest in On
Demand at any time prior to repayment. We will account for the promissory note
as an available for sale investment.
F-12
Item
9.01 (b) Exhibits
(a)
Exhibit 99.2 – Pro forma financial information required by
Rule 8-05 of Regulation S-X as follows:
|
Natural
Blue Resources, Inc. (Natural Blue Delaware)
|
|
Introduction
|
|
Pro
Forma Balance Sheet as of June 30, 2009 and December 31,
2008
|
|
Pro
Forma Statement of Operations for the six month ended June 30,
2009
|
|
Pro
Forma Statement of Operations for the year ended December 31,
2008
|
|
Notes
to Pro Forma Financial Information
|
(b)
Exhibit 3.1 - Certificate of Amendment of Certificate of Incorporation for
Datameg Corporation (filed as
Exhibit 99.1 to Registrant’s Form 8-K filed on July 24,
2009)
SIGNATURE
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 hereunto
duly authorized.
| NATURAL BLUE RESOURCES, INC. | |||
|
Date:
February 5, 2010
|
By:
|
/s/ Toney Anaya | |
| Toney Anaya | |||
| Chief Executive Officer | |||