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TOPIC: MYGP - MyCom Group does R/M with SARS Corp.

MYGP - MyCom Group does R/M with SARS Corp. 11 years 4 months ago #1248

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[MYGP - MyCom Group does R/M with SARS Corp.]
On August 28, 2007, the Registrant, Mycom Group, Inc., a Nevada corporation (“Mycom”), through its wholly owned subsidiary, Mycom Acquisition Corporation, a Nevada corporation (“MergerCo”), exchanged, pursuant to an Agreement and Plan of Merger with Veritas Solutions, Inc., a Washington corporation, (“VSI”) and its wholly owned subsidiary, Secure Asset Reporting Services, Inc., an Alaska corporation (“SARS”) (the “Merger Agreement”), an aggregate of 24,965,945 shares of its common stock for all of the issued and outstanding equity and voting interests of VSI (“VSI Interests”) from the VSI security holders on a one-for-one basis. Mycom shall also reserve a total of 8,660,000 shares for issuance to VSI shareholders upon the close of their current private placement financing. In connection with the Merger Agreement, VSI and SARS merged with and into MergerCo with MergerCo as the surviving corporation. At the closing of the Merger Agreement on August 28, 2007 (the “Closing”), Mycom intends to change its name to “SARS Corp., Inc.” (“SARS Corp.”) and MergerCo intends to change its name to “Secure Asset Reporting Services, Inc.” (“SARS”).

Immediately following the Closing, there were 26,466,040 shares of the Registrant’s common stock outstanding and VSI became a wholly-owned subsidiary of the Registrant. The business, operations, management and other material information concerning VSI is set forth below in this Item 2.01. All references to the “Company,” “VSI,” “SARS,” “we” or “us” refer to the now combined operations of the Registrant and VSI.

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