Agoracom: Small Cap Investment - Extreme Biodiesel - Form 8-K/A for BOOK MERGE TECHNOLOGY, INC.

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Form 8-K/A for BOOK MERGE TECHNOLOGY, INC.

posted on Aug 11, 2011 06:09PM

11-Aug-2011

Entry into a Material Definitive Agreement, Completion of Acquisiti

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Board of Directors approved on October 7, 2010 the Purchase Agreement between Bookmerge Technology, Inc. (the "Company") and Extreme Green Technologies Inc., whereas, Bookmerge Technologies Inc., will acquire 51% of the issued and outstanding Common Stock of Extreme Green Technologies, Inc. (EGT) currently representing thirty two million five hundred eighty nine thousand
(32,589,000) shares held by Green Protective Services, Inc. (GPS), and (GSP)
shareholders will exchange 51% of their shares of common stock; one share of Extreme Green Technologies, Inc. (EGT) for .5 shares of Bookmerge Technologies Inc., rule 144 restricted common stock. Bookmerge Technologies Inc. will and has the authority to issue sixteen million two hundred ninety five (16,295,000) shares of common stock to complete this share exchange. Upon obtaining the 51% majority control Bookmerge Technologies Inc. plans to take operational control of Extreme Green Technologies Inc., dba Extreme Biodiesel via shareholder approval and operate the company under Bookmerge Technologies Inc. Managerial control.

On November 29, 2010, the company concluded the share exchange agreement as announced in the October 7, 2010. As a result of extending the same terms and conditions to the minority shareholders of Extreme Green Technologies, Inc. (EGT), Bookmerge Technologies Inc. acquired 49 percent of Extreme Green Technologies Inc. Bookmerge will issue 15,655,500 shares of Bookmerge rule-144 restricted common stock to complete the share exchange, and as a result the total shares issued and outstanding of Bookmerge will increase to 95,746,000 and the shareholders of Extreme Green Technologies Inc. (including the shares held by Green Protective Services, Inc. (GPS), will represent 33.37 percent of Bookmerge Technologies Inc.

ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS

The Board of Directors approved on October 7, 2010 the Purchase Agreement between Bookmerge Technologies and Extreme Green Technologies Inc., whereas, Bookmerge Technologies Inc., will acquire 51% of the issued and outstanding Common Stock of Extreme Green Technologies, Inc. (EGT) currently representing thirty two million five hundred eighty nine thousand (32,589,000) shares held by Green Protective Services, Inc. (GPS), and (GSP) shareholders will exchange 51% of their shares of common stock; one share of Extreme Green Technologies, Inc. (EGT) for .5 shares of Bookmerge Technologies Inc., rule 144 restricted common stock. Bookmerge Technologies Inc. will and has the authority to issue sixteen million two hundred ninety five (16,295,000) shares of common stock to complete this share exchange. Upon obtaining the 51% majority control Bookmerge Technologies Inc. plans to take operational control of Extreme Green Technologies Inc., dba Extreme Biodiesel via shareholder approval and operate the company under Bookmerge Technologies Inc. Managerial control.

The Purchase and Share Exchange Agreements for Bookmerge to acquire the remaining 49% from the Extreme Green shareholders was exactly the same as the Bookmerge acquisition of the 51% or Extreme Green (i.e. two shares of restricted Extreme Green stock in exchange for one share of restricted Bookmerge stock). Attached is a copy of the share exchange agreement for the 49%. The offer to all EGT shareholders was 11/29/10. This exchange has already been completed.

On November 29, 2010 the Board of Directors and majority of stockholders unanimously voted to proceed with the 2/1 Bookmerge for Extreme Green Stock Exhange. Written consent was obtained from all Extreme Green shareholders pursuant to the 11/29/11 Share Exchange Agrrment attached as Exhibit 99.1 as referenced above.

The following is a list of holders from whom shares were acquired:

Harold Baerg,
Scott Brown
Richard Carter
Laura Farley
Austin Gillespie
Joshua Gillespie
Green Protection Services, Inc
Mary Theresa Sandercock Trust Dated 2/28/1979 Martin R. Sandercock Living Trust Dated 10/13/1998 Justin Neuberger
Robert Neuberger
Kamran Sadaghiani
Kamyab Sadaghiani
Joseph Spadafore
Todd Smith

The consideration given by Bookmerge for the Extreme Green shares was one (1) restricted share of Bookmerge for two (2) shares of restricted Extreme Green, pursuant to the Purchase and share Exchange Agreements that were attached to the 1/26/11 8K as Exhibit 99.1 under the Edgarized title EX-99 2 Bookmerge 8k012511ex991.htm EX-99.1.

The Employment Agreements for Richard Carter and Jospeh Spadafore are NOT related to the Purchase Agreement. The agreements are the original Employment Agremeents between Extreme Green and Richard Carter/Jospeh Spadafore. The agreements were previously disclosed in the original and modified 8-K. The agreements attached to be filed again as an exhibit.

OnNovember 29, 2010 the Board of Directors and majority of stockholders unanimously voted to proceed with the 2/1 Bookmerge for Extreme Green Stock Exhange. Written consent was obtained from all Extreme Green shareholders pursuant to the 11/29/11 Share Exchange Agrrment attached as Exhibit 99.1 as referenced above.

Statement on operations to run and merged into Bookmerge are all the operations involved in Extreme Green Technologies, Inc. to develop, market and commercialize bulk bio-diesel fuel, home bio-diesel processors and increase capacity of the related waste vegetable oil and brown grease inceptor/grease trap cleaning and collection areas of EGT. EGT's mission is to create awareness and provide a cost-effective, high-quality alternative diesel fuel, create "green" jobs, reduce the environmental impact of fossil fuels and diminish US reliance on foreign oil.

ITEM 3.02 RECENT SALES OF UNREGISTERED SECURITIES.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT

Upon completion of the November 29, 2010 shareholder exchange agreements between BookMerge Technology, Inc., a C Corporation, and the shareholders of Extreme Green Technologies, Inc., a C corporation, Extreme Green Technologies, Inc. was reverse merged into BookMerge Technology, Inc. The BookMerge Technology name is in the process of being changed to "Extreme Biodiesel", the fictitious business name used by Extreme Green Technologies, Inc. The new "Extreme Biodiesel" is adopting the Tax Identification Number, fiscal year end closing date and all other characteristics of the former BookMerge Technology. Extreme Green Technologies, Inc. will cease to exist after the name change and all other governmental requirements are completed, which is anticipated in December 2011. There are no other entities or persons involved.

ITEM 5.02. ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. APPOINTMENT OF
DIRECTORS & OFFICERS

On November 29, 2010, Mr. Wayne A Doss, President and CEO/Director resigned as an Officer and Director of Bookmerge Technologies Inc. to focus on other business interest.

On November 29, 2010, Ms. Nicole Anderson, Director resigned from Bookmerge Technologies Inc. to pursue other business interest.

On November 29, 2010, the Board of Directors appointed Richard B. Carter, Esq. Director of Bookmerge Technologies Inc. to the position of President and CEO and will hold the position of Chief Financial Officer. Since January, 2008, Mr. Carter, age 47,has been the CFO and General Counsel in charge of finances, human resources, state and federal compliance permits and licenses and all other financial and legal aspects of Extreme Green Technologies Inc. (EGT). From August 2003 to January 2008, Mr. Carter developed and owned his own law firm defending corporations and high net worth individuals in lawsuits and acting as a coroporate counsel consulting for directors and officers of other companies. This law practice also culminated in the implementation of a his real estate brokerage, whereby procedures and processes were developed and initiated for the analysis of investment properties cash flow and profitability as well as purchases of commercial and residential properties. The law firm and real estate brokerage was sold to co-found the Extreme Green biodiesel refinery. Prior to owning his own firm, from Spetmeber 1998 to August 2003, Rick was a partner with a large Orange County law firm specializing in defending businesses, insurance companies and high net worth individuals in multi-million dollar businesses, contractual and tort litigated cases. Rick was in charge of the construction defect department for the five California offices of the firm and supervised the associate attorneys and staff. Rick worked his way through the ranks from administrative assistant to handling payroll, payables, billing and financial statements before becoming a law clerk, then associate attorney and eventually partner during his 17 year tenure with the law firm. None of the prior corporations or organizations were/are a parent, subsidiary or other affiliate of the registrant. Rick is a licensed Attorney at Law and Real Estate Broker with Juris Doctor and Bachelors in the Science of Law degrees along with completion of UCI Graduates classes for light construction and development financing, in addition to ongoing biodiesel, legal, real estate continuing education. Mr. Carter's employment agreement with Extreme Green Technologies, Inc. provides for a seven year term for $168,000 annual salary with 3-4% annual cost of living increases; annual salary increases and stock bonuses based on company performance; stock options for 1,000,000 rule-144 restricted shares at .05� per share; paid medical, dental, vision and life insurance (when available), 3 weeks paid vacation, federal holidays and 5 sick days. Mr. Carter does not currently have an employment agreement with Bookmerge Technology, Inc.

On November 29, 2010, the Board of Directors appointed Joe Spadafore, to the position of Corporate Secretary and Treasurer. Since January 2008, Mr. Spadafore has been the director and President of Extreme Green Technologies, Inc. Mr. Spadafore has been involved in the Board of Directors decisions on implementation of the business plan, the different venues for marketing and sales of biodiesel fuel and retail biodiesel processor. Mr. Spadafore has also been the officer in charge of marketing and sales of waste vegetable oil accounts involving chain restaurants, hospital, school districts, waste management companies, frozen food manufacturers and numerous companies to obtain waste vegetable oil to reduce the cost of biodiesel fuel production from waste oil and additional cash flow through the correlated grease trap business. also negotiated a deal with an existing algae oil production company that has successfully tested algae oil for use in biodiesel From March 1993 to January 2008, Mr. Spadafore was the director and President of Spadafore & Associates, Inc. with extensive experience in business and multi-million dollar real estate transactions, including development of multi-million dollar spec homes, as well as purchasing and selling commercial and residential properties for clients and himself. Mr. Spadafore was in charge of administration and finances for the company, including the handling of third party funds for real estate transactions and the day to day oversight of all operations, marketing and sales. From 1978 to 1993, Mr. Spadafore owned and operated retail liquor stores for several years while also working as a police officer and hostage negotiator for the City of Los Angeles. None of the prior corporations or organizations were/are a parent, subsidiary or other affiliate of the registrant. Mr. Spadafore's employment agreement provides for a seven year term for $168,000 annual salary with 3-4% annual cost of living increases; annual salary increases and stock bonuses based on company performance; stock options for 1,000,000 rule-144 restricted shares at .05� per share; paid medical, dental, vision and life insurance (when available), 3 weeks paid vacation, federal holidays and 5 sick days. Mr. Spadafore does not currently have an employment agreement with Bookmerge Technology, Inc.

On November 29, 2010, the Board of Directors appointed Joe Spadafore, 54, and Richard Carter, 47, Directors of Bookmerge Technologies Inc., to serve in the position vacated by Mr. Wayne A Doss. This appointment was also ratified by the majority shareholders of the company. Mr. Spadafore is a graduate of Cypress College, California Diesel School as a diesel engine technician, City of Los Angeles Police Department basic and advanced post Certificates with duties during a 15 year tenure including Hostage Negotiation, among others. Mr. Spadafore has extensive business experience and his specific knowledge of the Bio Diesel/Fuel market along with his accomplishments will enhance the company operational business and his vision of the future for the company will be an asset to the Board of Directors. Mr. Carter is a graduate of Western State University, College of Law with a Juris Doctor and Bachelor at Science of Law degrees with certifications in light real estate development and financing from the University of California, Irvine. Mr. Carter holds an Attorney at Law license from the State Bar of California and a Real Estate Broker license from the California Department of Real Estate and enjoys the same vision as Mr. Spadafore.

Richard B. Carter, Esq. has the specific business and legal experience as the acting director and CFO/General Counsel of Extreme Green Technologies, Inc. since January, 2008 for the existing biodiesel refinery and processor manufacturer (starting the current biodiesel fuel business from concept to production), as a Partner, Litigator and Administrator with a large coporate law firm, and as Owner/Director of his own law firm and real estate brokerage. All of which provide the experience, qualifications, attributes and skills necessary as a director of Bookmerge Technology. Bookmerge is a biodiesel fuel producer/blender and biodiesel processor manufacturer. From January 1, 2008 to present Mr. Carter is one of the two initial directors and officers of Extreme Green Technology. Mr. Carter was instrumental in the development and institution of the business plan and overseeing all aspects of the day to day operations of Extreme Green Technologies. As part fo that oversight, Mr. Carter is directly responsible for determining the proper location of a biodiesel refinery; negotiation, planning and insituting each level of city, state and federal compliance, licensing and permiting requirements of the biodiesel refinery. Mr. Carter has directed the acquisition and financing of all equipment to build and operate the refinery and all administration of Extreme Green Technologies, Inc. Mr. Carter also directed the implementation of all Human Resources and Safety Programs for hiring, maintaining, safety and terminating employees and . . .

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

The Company was a public reporting "shell company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. It is the determination of management that at the closing of the Purchase Agreement, Extreme Green became a subsidiary of the Company and the Company acquired the business and operations of Extreme Green and the Company ceased to be a "shell company".

RISK FACTORS

The market price of biodiesel is volatile and subject to large fluctuations, which may cause our profitability or losses to fluctuate significantly.

The market price of biodiesel is volatile and subject to large fluctuations. The market price of biodiesel is dependent upon many factors, including the supply of biodiesel and the price of gasoline, which is in turn dependent upon the price of petroleum which is highly volatile and difficult to forecast. Fluctuations in the market price of biodiesel may cause our profitability or losses to fluctuate significantly.

Disruptions in biodiesel production infrastructure may adversely affect our business, results of operations and financial condition.

Our business depends on the continuing availability of rail, road, port, storage and distribution infrastructure. In particular, due to limited storage capacity at the Extreme Green and other considerations related to production efficiencies, the Extreme Green depend on just-in-time delivery of corn. The production of biodiesel also requires a significant and uninterrupted supply of other raw materials and energy, primarily water, electricity and natural gas. The prices of electricity and natural gas have fluctuated significantly in the past and may fluctuate significantly in the future. Local water, electricity and gas utilities may not be able to reliably supply the water, electricity and natural gas that the Extreme Green will need or may not be able to supply those resources on acceptable terms. Any disruptions in the biodiesel production infrastructure, whether caused by labor difficulties, earthquakes, storms, other natural disasters or human error or malfeasance or other reasons, could prevent timely deliveries of corn or other raw materials and energy and may require the Extreme Green to halt production which could have a material adverse effect on our business, results of operations and financial condition.

Our Auditor has issued a going concern opinion.

Our auditor has issued a going concern opinion meaning the company is not generating adequate revenue to continue operations without additional financing.
Should such financing not be present, operations may cease.

Our Officers and Directors have voting control of the corporation.

Our Officers and Directors have voting control of 48.82% of the shares of the company. As such minority shareholders will be unable to change management of the corporation.

We and the Extreme Green may engage in hedging transactions and other risk mitigation strategies that could harm our results of operations.

In an attempt to partially offset the effects of volatility of biodiesel prices and vegetable oil and natural gas costs, the Extreme Green may enter into contracts to fix the price of a portion of their biodiesel production or purchase a portion of their vegetable oil or natural gas requirements on a forward basis. In addition, we may engage in other hedging transactions involving exchange-traded futures contracts for vegetable oil, natural gas and unleaded gasoline from time to time. The financial statement impact of these activities is dependent upon, among other things, the prices involved and our ability to sell sufficient products to use all of the vegetable oil and natural gas for which forward commitments have been made. We may also engage in hedging transactions involving interest rate swaps related to our debt financing activities, the financial statement impact of which is dependent upon, among other things, fluctuations in prevailing interest rates. Hedging arrangements also expose us to the risk of financial loss in situations where the other party to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices paid or received by us. As a result, our results of operations and financial position may be adversely affected by fluctuations in the price of vegetable oil, natural gas, biodiesel, unleaded gasoline and prevailing interest rates. There are no agreements in place or planned to acquire or hedge raw materials other than purchasing oil in the commodities market as needed in additional to ongoing waste vegetable oil collections efforts.

Operational difficulties at the Extreme Green could negatively impact sales volumes and could cause us to incur substantial losses.

Operations at the Extreme Green are subject to labor disruptions, unscheduled downtimes and other operational hazards inherent in the biodiesel production industry, including equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters. Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Insurance obtained by the Extreme Green may not be adequate to fully cover the potential operational hazards described above or the Extreme Green may not be able to renew this insurance on commercially reasonable terms or at all.

Moreover, the production facilities at the Extreme Green may not operate as planned or expected. All of these facilities are designed to operate at or above a specified production capacity. The operation of these facilities is and will be, however, subject to various uncertainties. As a result, these facilities may not produce biodiesel and its co-products at expected levels. In the event any of these facilities do not run at their expected capacity levels, our business, results of operations and financial condition may be materially and adversely affected.

The biodiesel production and marketing industry is extremely competitive. Many of the significant competitors of the Extreme Green have greater production and financial resources than Extreme does and one or more of these competitors could use their greater resources to gain market share at the expense of Extreme.

The biodiesel production and marketing industry is extremely competitive. Many of Extreme's and our significant competitors in the biodiesel production and marketing industry, including Cargill, ADM, Valero, Imperial Western Products and Green Plains Renewable Energy, among others emerging and/or re-emerging into the market have substantially greater production and/or financial resources than we do. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period of time than Extreme or we could. Successful competition will require a continued high level of investment in marketing and customer service and support. Extreme's and our limited resources relative to many significant competitors may cause Extreme to fail to anticipate or respond adequately to new developments and other competitive pressures. This failure could reduce Extreme's and our competitiveness and cause a decline in market share, sales and profitability. Even if sufficient funds are available, we and Extreme may not be able to make the modifications and improvements necessary to compete successfully.

We and Extreme also face increasing competition from international suppliers. Currently, international suppliers produce biodiesel primarily from sugar cane and have cost structures that are generally substantially lower than the cost structures of the Extreme Green. Any increase in domestic or foreign competition could cause the Extreme Green to reduce their prices and take other steps to compete effectively, which could adversely affect their and our results of operations and financial condition.

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