Mr. Todd Halpern
Epcylon Technologies Inc. has entered into a series of transactions resulting in a restructuring of its operations. The board of directors desires to address the shareholders of the company as follows.
Being a publicly traded reporting company under the Securities Exchange Act of 1934, as amended, has its advantages and disadvantages. The key advantage of any reporting company is the ability of its investors to buy and sell its shares with relative ease, resulting in a fairly liquid asset. Another key advantage of being a reporting company is transparency of the company resulting from the filing of reports with the Securities and Exchange Commission. However, the board of directors believes that, even though the company listed and traded on the OTCQB Exchange as a fully reporting company, it could not provide its shareholders with such desired and adequate liquidity.
Additionally, the company, as a fully reporting company, incurred significant costs resulting from compliance with a tremendous amount of regulatory, administrative, financial reporting and corporate governance requirements on a continuing basis. These activities have shifted management's focus away from operating and growing the company toward compliance with and adherence to these governmental regulations. This oversight has become more onerous. With the passage of the Sarbanes-Oxley Act of 2002 by Congress in July, 2002, government regulations of reporting companies significantly expanded, thereby increasing the external costs and internal personnel necessary for adherence to the new regulations.
The Epcylon board of directors has made a decision to sell its Mobilotto gaming assets and license its Stealth trading technology to Bridgerock Technologies Inc., a private company incorporated federally in Canada. The Epcylon board of directors made a further decision to deregister the company's shares from the Securities Exchange Act, thus ceasing to be a reporting company. These two decisions have resulted in reduced regulatory and reporting requirements, freeing up valuable management time, and lessening outlay of capital related to fulfilling the reporting requirements to focusing on the company's long-term operational and business goals.
On July 28, 2016, the company entered into a stock purchase agreement with Bridgerock, pursuant to which it sold all of the issued shares of its wholly owned subsidiary, Mobilotto Technologies Inc., to Bridgerock. This resulted in Mobilotto becoming the wholly owned subsidiary of Bridgerock. The company further entered into an asset purchase agreement with Bridgerock, pursuant to which it sold the geolocation-verification mobile lottery software application to Bridgerock.
On July 28, 2016, the company further entered into a share exchange agreement with Bridgerock and the sole shareholder of Bridgerock, pursuant to which the company acquired all of the issued shares of Bridgerock, thus resulting in Bridgerock becoming the wholly owned subsidiary of the company.
And lastly, on July 28, 2016, the company entered into a licence agreement with Bridgerock, pursuant to which the company agreed to grant to Bridgerock an exclusive perpetual licence to its Stealth technology.
The Epcylon board and management team based this decision on three key considerations:
The needs of the company's investor community to realize value from their investment in the company;
The ability for Bridgerock to grow the company's Mobilotto technology and its assets into a profitable business;
The ability for Bridgerock to further market the Stealth technology resulting in increased sales.
These transactions do not result in any net change or dilution to the company's shareholders. The company is extremely excited about the opportunities that Bridgerock affords Epcylon's shareholders. The company will implement and execute on a go-to-market strategy for both the Stealth technology and the Mobilotto technology over fiscal year 2017 that will reward the company's shareholders for their valuable investments.
We seek Safe Harbor.
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