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v2.4.0.6
SHAREHOLDERS' DEFICIENCY
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
SHAREHOLDERS' DEFICIENCY

NOTE 8:- SHAREHOLDERS' DEFICIENCY

   
a.

On July 5, 2011 the Company entered into a share purchase agreement (the "Agreement") with Top Alpha Capital, an Israeli corporation, (hereinafter – "Top Alpha") for the issue of 96,613,788 shares of common stock, representing 49.9% of the Company outstanding shares capital, for the total consideration of $160,000 ("Transaction"). The purchase price was funded by available funds. As a result of this transaction, balances in the amount of $ 264,000 were deducted from the results of the operations for the year in regard to waiver of debts.

 

Pursuant to the Agreement, simultaneously with closing of the transaction the convertible notes held by Bio Tech Knowledge LLC in the aggregate amount of approximately $185,000 were converted into 23,221,750 shares of the Company common stock. In addition, at the closing all outstanding warrants and options to purchase the Company shares were cancelled.

See also Note 6.

 

Following the closing of the transaction and until six months thereafter, Top Alpha shall have the option to purchase 11,195,623 shares of the Company common stock held by Company directors: Mr. Gadi Aner and by Mr. Zeev Bronfeld, at a price per share of $0.0038.

On February 1, 2012 the options expired.

 

Following the closing of the transaction and until twelve months thereafter, Top Alpha shall have the option to purchase up to 15,515,052 of the shares held by BioTech Knowledge LLC, at a price per share of $0.0018. On February 1, 2012 the options expired.

 

Pursuant to the Agreement, as long as Mr. Aner and Mr. Bronfeld will hold any of the Company shares they hold as of the closing, they shall have the right to veto any transaction with Top Alpha, e.g, the issuance of shares or compensation to Top Alpha.  This veto right shall terminate upon any of the following events:  (a) a merger between the Company and another entity; (b) an asset acquisition by the Company; (c) The Company’s purchase of shares of another entity, or (d) acquisition by a third party of a controlling interest in the Company.  In any case, such veto right shall not apply to issue of additional shares to Top Alpha in the event the Company shall have outstanding debts on the closing of the Transaction.  In such event, the Company shall issue Top Alpha shares based on a company valuation of $160,000 proportionate to the outstanding debt.

 

Following the closing of the Transaction and until six months thereafter, Top Alpha shall supply office services, management, consulting and investment banking services to the Company at no cost.

 

Pursuant to the share purchase agreement between the Company and Top Alpha Capital, on July 28, 2011, Gadi Aner and Dan Einathan resigned as directors of the Company, and Asaf Porat and Boris Mitsengendler   were appointed as directors until the next annual shareholders meeting.  In addition, Gabby Klausner resigned as Chief Financial Officer and treasurer, and Gadi Aner resigned as President and Chief Executive Officer, and Asaf Porat was appointed Chief Executive Officer and President, and Chief Financial Officer.

As a result of this transaction Top Alpha owns 49.9% of the Company's common stock.

 

In the framework of the purchase agreement, all of the Options Plan expired.

 

   
b. On April 14, 2011 a loan agreement was signed with Oren Fuerst and Noam Yellin (the lenders), according to which  the company was entitled to receive a loan of an aggregated amount of $53,000 ($26,500 from each), in a form of convertible promissory note. As of May 23, 2011 the company received only $19,000. The lenders decided to withdraw from the agreement and not to lend the rest of the money to the company. Therefore the company board of directors decided to cancel the agreement with the lenders. On July 26, 2011, as part of the share acquisition agreement signed by the Company, an amount of 4,828 thousand shares were issued to Noam Yellin in consideration for waiver of the loan in the amount of $ 19,000.