Item 2.01Completion of Acquisition or Disposition of Assets
In the Initial 8-K, Colambda incorrectly reported that conditions precedent to
the Merger Agreement were met or otherwise waived by the parties. Of particular
issue, the Merger Agreement expresses a condition precedent that the
Upon examination of materials and information submitted by the Company,
Departure and Appointment of Directors and Principal Officers
Effective with the filing of this Amendment, the Directors and Principal
Officers of Colambda who were appointed and registered prior to the filing of
the Initial 8-K shall be immediately restored. To that end,
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Summary of Beneficial Ownership of Securities of Colambda (formerly named
The issuance of shares, if any, of the Common Stock of Colambda to holders of
EZM's capital stock is void as of the date of the Initial 8-
Accounting Treatment; Change of Control
Colambda and EZM shall each file amendments with the Internal Revenue Service and other tax authorities, as necessary, to reflect the failure of the merger to be consummated as of the date of the Initial 8-K.
Item 3.02Unregistered Sale of
Pursuant to this Amendment and as described in Item 2.01, all shares issued in connection with the Share Exchange described in the Initial 8-K are void.
Item 5.01Change in Control of Registrant
As described in Item 2.01 of this Amendment, the information regarding change of control of Colambda set forth in Item 2.01 is incorporated herein by reference.
Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
As described in Item 2.01 of this Amendment, the information regarding Directors and Principal Officers of Colambda, together with any compensatory arrangements related thereto, set forth in Item 2.01 is incorporated herein by reference.
Item 5.06Change in Shell Company Status
Colambda shall continue as a "shell company" as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, from the date of the Initial 8-K and thereafter.
Item 8.01Other Information
Colambda did not move its corporate offices. The corporate offices remain at
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