Business Context and Reporting Period
This Form 8-K, dated July 18, 2003, reports a material change in control for Reconstruction Data Group, Inc. (formerly The American West.com, Inc.). On this date, the Company completed a reverse merger with Verdisys, Inc., acquiring 100% of Verdisys' outstanding common stock. Concurrently, the Company changed its name to "Verdisys, Inc." and updated its OTCBB trading symbol. The transaction resulted in the resignation of all current directors and officers, replaced by the executive team of Verdisys.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, or debt figures for the reporting period. Management commentary notes the Company has a history of losses, lacks current net profits, and has limited liquidity and capital resources. The transaction was structured as a stock-for-stock exchange rather than a cash transaction.
- Shares Issued: 25,103,223 shares of restricted common stock issued to Verdisys shareholders.
- Shares Cancelled: 2,151,500 shares of existing common stock cancelled by certain shareholders (approx. 58.92% of pre-transaction outstanding shares).
- Post-Transaction Outstanding Shares: 26,603,223 shares.
- Ownership Distribution: Verdisys shareholders own approximately 95.6% of the post-transaction company.
- Options: Vested options to purchase 1,764,082 shares at $0.10 per share were converted to equivalent terms for the new entity.
Material Changes Versus Prior Period
The most significant change is the complete reversal of control and corporate identity. The former Reconstruction Data Group shareholders now hold a minority stake (approx. 4.4%), while Verdisys shareholders control the majority. Additionally, the Company disposed of the "ARC Network" assets and liabilities to former President Scott Baker in exchange for the cancellation of 1,485,000 shares of his holdings, effectively removing this operation from the public entity.
Guidance, Outlook, and Risks
Management believes the merger is beneficial due to Verdisys' operational development potential and experienced management team, contrasting with the registrant's historic losses and lack of capital. The filing explicitly states that financial statements required by Item 7 are currently unavailable and will be filed via amendment within 60 days. A primary risk identified is the Company's limited liquidity and lack of available capital resources prior to the transaction.
Investor Verification Checklist
- Verify the filing of the required financial statements and exhibits within the 60-day amendment window.
- Confirm the new OTCBB trading symbol and ticker for "Verdisys, Inc."
- Review the detailed Agreement and Plan of Merger (Exhibit 2) for specific covenants and conditions.
- Assess the financial health and operational status of Verdisys, Inc., which now constitutes the primary operating entity.
- Monitor the status of the ARC Network disposition and any potential liabilities retained by the former president.