This is from the 2/1/2008 Annual Report Filings
In October of 2006, the Company signed a term sheet, subsequently amended on September 18, 2007, with Trinad Capital Master Fund Ltd. (the "Plan Sponsor") to sponsor a Chapter 11 plan of reorganization, which was filed with the Bankruptcy Court on January 15, 2008 ("Plan"). The Plan identifies NorthStar Systems International, Inc. as a potential merger candidate to be merged into the Company ("Merger Candidate"). Under the terms of the proposed Plan, the Plan Sponsor would pay $500,000 to the Company's estate, and creditors of the Company would receive a pro rata cash payment and stock consideration in the newly merged entity. The aforementioned consideration would be distributed to unsecured creditors of the Company under the proposed Plan. If the existing unsecured creditors of the Company approve the Plan, the creditors and the existing stockholders of the Company would own approximately 6% and 1%, respectively, of the merged company; provided, however, that in the event that the unsecured creditors vote as a class to reject the Plan and the Plan is confirmed under the cram-down provisions of Section 1129(b) of the Code, the creditors and the existing stockholders of the Company would own approximately 4% and 0%, respectively, of the merged company. The merger contemplated by the Plan would be subject to various closing conditions including, without limitation, (i) confirmation of the Plan, (ii) the negotiation and execution of definitive documents in form acceptable to the Plan Sponsor and the Merger Candidate, (iii) the satisfactory completion of the Plan Sponsor's due diligence on the Merger Candidate, and (iv) the absence of any material adverse change in the business of the Merger Candidate. The merger would be consummated pursuant to a merger agreement, which would contain, among other things, detailed and appropriate representations and warranties, affirmative and negative covenants and closing conditions customary for transactions of that type. The Plan Sponsor may withdraw at any time prior to the confirmation of the Plan and gives no assurance that agreement will be reached with the Merger Candidate with respect to the terms of such merger agreement
