01—Abstract
Summary
Summary of the 8-K filed August 12, 2011. Cited figures are marked; the original filing is the authoritative source.
Techs Loanstar, Inc. (now effectively operating as Quture, Inc. post-transaction) has filed an 8-K report detailing a significant change in its business operations and control.
On August 9, 2011, the company consummated a "tax-free exchange" agreement with Quture, Inc., a Nevada corporation specializing in healthcare knowledge solutions and performance measurement tools. Through this exchange, Techs Loanstar acquired all outstanding capital stock of Quture, making Quture its wholly-owned subsidiary and adopting Quture's business plan. This transaction resulted in a substantial shift in ownership, with Quture shareholders acquiring approximately 85%a of Techs Loanstar's common stock.
The company's authorized capital stock was also significantly increased to accommodate the share issuance. Furthermore, the report details a change in control and a reconstitution of the board of directors and officers, with G. Landon Feazell appointed as CEO and Director, and Geoffrey L.
Feazell as Treasurer and Secretary, bringing their expertise from Quture. The company will be filing audited and pro forma financial statements in an amendment to this report.
02—Key points
Key Highlights
- Techs Loanstar, Inc. acquired Quture, Inc., a healthcare knowledge solutions company, on August 9, 2011.
- Quture, Inc. now operates as a wholly-owned subsidiary of Techs Loanstar, Inc., and Techs Loanstar has adopted Quture's business plan.
- Quture shareholders now own approximately 85% of Techs Loanstar's outstanding common stock following the exchange.
- The company amended its Articles of Incorporation to increase authorized shares from 900,000,000 to 2,510,000,000 to facilitate the share exchange.
- There was a change in control and reconstitution of the board of directors and officers.
- G. Landon Feazell (former CEO of Quture) appointed as CEO and Director of Techs Loanstar.
- Geoffrey L. Feazell (former Managing Member of Q'Zure LLC) appointed as Treasurer and Secretary of Techs Loanstar.
- The transaction was structured as a tax-free exchange under Section 368 of the Internal Revenue Code.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces a significant event for Techs Loanstar, Inc.: the acquisition of Quture, Inc. It details the terms of the exchange, the resulting change in business focus, ownership, and management, and the necessary corporate actions such as increasing authorized shares.
Who are the key individuals taking over leadership at Techs Loanstar?
G. Landon Feazell, formerly the Chairman and CEO of Quture, has been appointed as the new President, CEO, and Director of Techs Loanstar. Geoffrey L. Feazell, who led Quture's technology development, has been appointed as Treasurer and Secretary.
What does Quture, Inc. do, and how does this impact Techs Loanstar's business?
Quture, Inc. is a healthcare knowledge solution company that provides performance measurement tools to the healthcare industry. By acquiring Quture and adopting its business plan, Techs Loanstar is effectively transitioning into the healthcare technology sector.
When will investors be able to see the financial impact of this acquisition?
The filing states that audited financial information and pro forma financial information related to the exchange will be filed in an amendment to this Form 8-K within the prescribed timeframes. Investors should look for that subsequent filing for detailed financial data.
04—Continue