Announcement • Sep 23

+ 1 more update

Reliablecom, Inc. signed a definitive agreement to acquire CTT International Distributors Inc.

Reliablecom, Inc. signed a definitive agreement to acquire CTT International Distributors Inc. in a reverse merger on April 16, 2007. Under the terms of the agreement, CTT International Distributors will issue an aggregate of 14.625 shares of common stock and 0.2925 million shares of series A Preferred stock to the shareholders of Reliablecom at the time of the closing of the merger. Each share of preferred stock has a liquidation preference of $0.01 per share and will be convertible into 50 shares of CTT International’s common stock, upon effectuation of an increase in CTT International’s authorized shares of common stock to 100 million. The preferred stock votes together with the common stock and each share of preferred stock is entitled to 50 votes. CTT would change its name to SK3 Group, Inc. Reliablecom Inc. amended the agreement to acquire CTT International Distributors Inc. on May 9, 2007. As per the amended terms CTT International will issue 85,000 shares of its series A preferred stock as purchase consideration. In addition, it will make an earn-out payment for three years from the closing comprising of 50% of the quarterly profits in excess of $0.0375 million, together with 50% of the annual profits in excess of $0.15 million plus the quarterly profit payments. Reliablecom Inc. again amended the agreement to acquire CTT International Distributors Inc. on May 25, 2007. As per the amended terms CTT International will issue 0.06 million shares of its series A preferred stock as purchase consideration. Reliablecom will also pay $7 million in cash of which $3 million will be paid at closing. In addition, it will make an earn-out payment for three years from the closing comprising of 50% of the quarterly profits in excess of $0.0625 million, together with 50% of the annual profits in excess of $0.25 million plus the quarterly profit payments. The transaction is subject to the satisfaction of customary closing conditions, completion of audited financial statements of Reliablecom, change of corporate name to SK3 Group, Inc., effectuation of the forward stock split, completion of private offering of securities and is expected to close by June 30, 2007. CTT International and Reliablecom, Inc. entered into another amended agreement on June 26, 2007. As per the amended terms, the closing date for the transaction was extended till July 31, 2007. Upon execution of the merger agreement, Amit Sankhala agreed to resign as an officer of CTT International Distributors. Sajid Kapadia will be appointed as sole officer and a member of the Board of Directors of the merged entity. Pradip Patel will will serve as chief executive officer of the merged entity. Mr. Sankhala also agreed to the immediate return and cancellation of 2 million shares of CTT’s common stock owned by him pursuant to the terms of a return to treasury agreement. On consummation of the agreement, CTT agreed to enter into an employment agreement with Mr. Kapadia. As of August 10, 2007, the termination date was extended to September 30, 2007.

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Reliablecom, Inc. signed a definitive agreement to acquire CTT International Distributors Inc.

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