|6 Months Ended|
Sep. 30, 2011
As previously disclosed, on July 11, 2011, Peter Adderton has been appointed as the interim Chief Executive Officer of the Company effective July 15, 2011 and pursuant to the terms of the agreement described below. Mr. Adderton, is currently the chairman and Chief Executive Officer of Agency 3.0, a digital marketing services company, where he leads the company's practice focusing on mobile and wireless clients. In addition, he is also Founder and Chief Executive Officer and a majority owner of Digital Turbine Group, LLC, a multimedia management technology company. Mr. Adderton's appointment as interim Chief Executive Officer of the Company was made in connection with the Company amending its previously announced letter of intent to acquire Digital Turbine LLC. On September 30, 2011, the Company entered into a memorandum of understanding setting forth certain material terms relating to the following agreements: (i) an asset purchase agreement whereby the Company will acquire all of the assets of Digital Turbine, LLC and its wholly-owned subsidiaries, and in return, the Company will issue 50,000 shares of restricted stock to the equity holders of Digital Turbine, LLC; (ii) a written employment agreement with Peter Adderton, pursuant to which he will become the Chief Executive Officer of the Company; and (iii) certain employee, consulting and/or other agreements, pursuant to which the Company will issue shares of restricted stock to various parties. The consummation of the foregoing transactions is subject to certain closing conditions, including without limitation: (i) the successful completion of an equity financing by the Company with gross proceeds equal to at least $1 million; (ii) satisfaction of Peter Adderton's dispute with VAC, the acquisition by a third party of the VAC Note, and the conversion of $3 million in principal amount of the VAC Note into shares of the common stock of the Company at a conversion price of $1.00 per share; and (iii) the negotiation, execution and delivery of definitive agreements. Although the Company is currently negotiating the terms of the definitive documents, the terms of the proposed transactions outlined in the memorandum of understanding may not occur on the terms currently set forth in the memorandum of understanding or at all.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.