Note 9 - Subsequent Events

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

9. Subsequent Events. At a Special Shareholders Meeting held July 10, 2015, the Company’s Certificate of Formation and Bylaws were materially modified, in a manner affecting the Company’s voting common stock (the only class of the Company’s securities of which shares are currently issued and outstanding); and also affecting the Company’s authorized shares of preferred stock, issuable in series, of which no shares or series are currently issued and outstanding. The general effect of such modifications was as follows:

a. Stockholder supermajority vote requirements were changed from 2/3 of the issued and outstanding shares entitled to vote on a matter, to 51% of the issued and outstanding shares entitled to vote on such matter, with such change additionally applying to each voting class or series where a class or series of shares is entitled to vote separately on a matter. This change would apply to all existing or future supermajority vote requirements under Texas law, including without limitation, votes on Fundamental Business Transactions, and/or Fundamental Actions, as such are defined in the Texas Business Organizations Code.

b. Requirements for action by written consent of Stockholders in lieu of a meeting were changed, to permit actions to be taken by the written consent of Stockholders having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each holder entitled to vote on the action is present and votes, in lieu of requiring that the written consent be unanimous, as at present.

c. The requirement for notice to directors of Special Directors Meetings was changed from 24 hours to 4 hours.

Additionally, at the Special Shareholder Meeting which took place on July 10, 2015, a new Board of Directors was elected. The Board now consists of: Stephen T. Chen, Paul Tibbits, Yasushi Chikagami, Dan Fisher, and Nick Moren. The Yang Group is expected to distribute 11,453,334 of its shares to its constituent members within approximately thirty days, leaving The Yang Group with 4,662,514 shares, and within four business days of such distribution, the Company will file an 8-K identifying any new major shareholders (5% and 10% owners) of the Company. There is expected to be no continuing arrangement or understanding among the members or former members of The Yang Group and their associates with respect to the election of directors, or other matters, although the shares to be retained by The Yang Group will continue to be voted by Stephen T. Chen, President and CEO of the Company, until such time as they are distributed.

The Company filed a Form 8-K on July 13, 2015 describing in detail the amendments made to the Company’s Certificate of Formation and the amendments to the Company’s Bylaws. This can be accessed through the Company’s website under Company/SEC Filings or directly through the Securities Exchange Commission (SEC) website.