The Company was incorporated in the State of Delaware on November 16, 2000, for the purpose of developing a web-based reservation system. Efforts to implement our business plan were hampered by insufficient working capital which caused us to abandon software development. On June 25, 2004, the Company entered into an agreement with Gateway Entertainment Group, Inc., to develop a gaming lifestyle media business offering gambling, entertainment, news and information. Despite early efforts we decided to discontinue gaming operations in early 2005. On August 10, 2006, the Company entered into an agreement with Madman Mining Co. Ltd. and Lloyd C. Brewer, pursuant to which we agreed to purchase a mineral exploration claim in south-central British Columbia, Canada. Exploration of the property was unsuccessful and our plan to continue exploration efforts was abandoned.
On June 30, 2007 the Company acquired Trustcash LLC., pursuant to the terms of a Purchase Agreement, between AP Systems, Inc. (a newly formed wholly owned subsidiary of the Company), Trustcash, LLC (“Trustcash”), and the owners of Trustcash. Trustcash offers the Trustcash™ alternative payment system that enables consumers to make purchases on the Internet privately and securely without using a credit card or writing a check. The Trustcash™ payment system provides a virtual or physical Trustcash™ brand of payment or stored value card, the equivalent to a gift card, which is sold in denominations from $10 to $200 either online at our own website, through any of over 500 websites, or at over 60,000 retail locations in the United States via MoneyGram. Purchasers of the Trustcash™ payment card can use the unique card number to purchase goods and services online without disclosing their identity or personal financial information.
Under the terms of the Purchase Agreement, the Company acquired all of the issued and outstanding membership interests of Trustcash, in exchange for 49,631,448 shares of its common stock and the satisfaction of certain financing commitments. The Company also paid to LTGTTC, LLC, one of the former owners of Trustcash, as partial consideration for its membership interest and to satisfy an outstanding secured promissory note in the principal amount of $96,155 that was in default, the sum of $200,000 in cash, and a Secured Promissory Note in the principal amount of $700,000 that bears 5% interest due on June 30, 2009. The Secured Promissory Note is secured by a first priority security interest over all the assets of Company payable in full at maturity subject to mandatory prepayments equivalent to 25% of any future Company financing.
On June 30, 2007 the Company acquired Trustcash LLC., pursuant to the terms of a Purchase Agreement, between AP Systems, Inc. (a newly formed wholly owned subsidiary of the Company), Trustcash, LLC (“Trustcash”), and the owners of Trustcash. Trustcash offers the Trustcash™ alternative payment system that enables consumers to make purchases on the Internet privately and securely without using a credit card or writing a check. The Trustcash™ payment system provides a virtual or physical Trustcash™ brand of payment or stored value card, the equivalent to a gift card, which is sold in denominations from $10 to $200 either online at our own website, through any of over 500 websites, or at over 60,000 retail locations in the United States via MoneyGram. Purchasers of the Trustcash™ payment card can use the unique card number to purchase goods and services online without disclosing their identity or personal financial information.
Under the terms of the Purchase Agreement, the Company acquired all of the issued and outstanding membership interests of Trustcash, in exchange for 49,631,448 shares of its common stock and the satisfaction of certain financing commitments. The Company also paid to LTGTTC, LLC, one of the former owners of Trustcash, as partial consideration for its membership interest and to satisfy an outstanding secured promissory note in the principal amount of $96,155 that was in default, the sum of $200,000 in cash, and a Secured Promissory Note in the principal amount of $700,000 that bears 5% interest due on June 30, 2009. The Secured Promissory Note is secured by a first priority security interest over all the assets of Company payable in full at maturity subject to mandatory prepayments equivalent to 25% of any future Company financing.
