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STANDARD DRILLING, INC. FILES (8-K/A) Disclosing Changes in Registrant's Certifying Accountant, Change in Shell Company Status(Edgar Glimpses Via Acquire Media NewsEdge) HTTP/1.1 404 Not Found Connection: close Date: Mon, 13 May 2013 21:09:28 GMT Server: Microsoft-IIS/6.0 X-Powered-By: ASP.NET Error-Code: 1000 Error-Message: Unknown error ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) We dismissed M&K CPAS, PLLC. ("M&K") as our independent registered public accounting firm. The decision to dismiss M&K was approved by our board of directors on February 11, 2013 and we notified M&K of their dismissal on February 12, 2013. During the time of M&K's engagement (September 16, 2009 to February 12, 2013) as our independent registered public accounting firm, (i) there were no disagreements between the Registrant and M&K on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the matter in a report on our financial statements; and (ii) there were no reportable events as the term described in Item 304(a)(1)(v) of Regulation S-K. Neither the audit report of M&K for the year December 31, 2010 or December 31, 2011, contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except that it raised substantial doubt about our ability to continue as a going concern. We have requested M&K to furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statement made above by us. A copy of such letter is filed as Exhibit 16.1 to our First Amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 8, 2013, and incorporated herein by reference. (b) Prior to our entry into the Acquisition and Exchange Agreement with The E-Factor Corp. ("EFactor"), the private company acquired in the transaction, Malone Bailey, LLP ("MaloneBailey") was engaged to audit EFactor. Upon the closing of the reverse merger on February 11, 2013, we dismissed M&K as our independent registered public accounting firm, and MaloneBailey will continue as our independent registered public accounting firm for the year ending December 31, 2012. ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT On February 1, 2012, we entered into an Acquisition and Share Exchange Agreement (the "Exchange Agreement") by and among (i) Standard Drilling, (ii) EFactor, and (iii) the shareholders of EFactor, pursuant to which 20 holders of 70% of the outstanding common stock of EFactor transferred to us 6,580,250 of the common stock of EFactor in exchange for the issuance of: (a) 50,000,000 shares (the "Shares") of our common stock; (b) 5,000,000 shares of a yet to be created series of preferred stock to be entitled the "Series A Convertible Preferred Stock"; and (c) approximately 22,231,155 additional shares of SDI's common stock upon the effectiveness of a reverse stock split of SDI's common stock (such transaction, the "Share Exchange"). This transaction closed on February 11, 2013. As a result of the Share Exchange, EFactor became our majority-owned subsidiary. We are now a holding company with all of our operations conducted through EFactor, which primarily consist of owning, operating and administering certain assets related to a social media network, on- and offline content and interests in a subsidiary that conducts business operations as EQMentor and certain other intellectual property, as more fully discussed herein. As a result of the Share Exchange with EFactor, certain EFactor shareholders were appointed to the Company's board of directors and our sole officer and director resigned. The resignation of our existing director, and the appointment of new directors, which actions effect a change in the majority of our Board of Directors were effective with the close of the Share Exchange Agreement detailed herein. Regarding the changes to our Board of Directors, the following occurred February 11, 2013: · David S. Rector resigned from our Board of Directors; · Adriaan Reinders was appointed to our Board of Directors; · Marion Freijsen was appointed to our Board of Directors; · James Earl Solomon was appointed to our Board of Directors; and · Thomas Trainer was appointed to our Board of Directors. 63 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS As a result of the Share Exchange with EFactor, certain EFactor shareholders were appointed to the Company's board of directors and our sole officer and director resigned. The resignation of our existing director, and the appointment of new directors, which actions effect a change in the majority of our Board of Directors were effective with the close of the Share Exchange Agreement detailed herein. Regarding the changes to our Board of Directors, the following occurred February 11, 2013: · David S. Rector resigned from our Board of Directors; · Adriaan Reinders was appointed to our Board of Directors; · Marion Freijsen was appointed to our Board of Directors; · James Earl Solomon was appointed to our Board of Directors; and · Thomas Trainer was appointed to our Board of Directors. Adriaan Reinders has launched numerous businesses from the ground-up, growing and selling them through all economic cycles. He has created multiple businesses through a roll-up strategy, the largest of which had 1,110 employees and was sold to British Telecom. He is the Co-Founder and Chief Executive Officer (CEO) of The E-Factor Corp., a global social network for entrepreneurs providing them with online and offline support regarding funding, business development, cost savings and knowledge Mr. Reinders oversees the daily operations of the company, and his responsibilities include locating funds for company expansion. Mr. Reinders is also the Co-Founder and until 2010 served as an Executive Board Member of OHM Inc., a sales consulting firm serving emerging technology companies. Further, he was a founder and served as the Acting Chief Executive Officer of Supply Chain Solutions B.V., a global business solutions firm specializing in supply chain management and software services for the U.S. pharmaceutical manufacturers and large European retailers. In 1989, Mr. Reinders founded Rijnhaave, a Netherlands information technology company specializing in systems integration, and subsequently executed six acquisition transactions in the Netherlands and the U.S. before selling the company to Syntegra, a subsidiary of British Telecom. In 1975, Mr. Reinders founded Microlife, a Netherlands information technology firm specializing in customer services and training for mainframe environments. Mr. Reinders' extensive engagements include serving as a board member of the Kelley School of Business at the University of Indiana, the Executive Chairman of Artilium (a publicly held company), and a former Board Member of Global IT Division of British Telecom. He is also a frequent speaker and a published author with books on entrepreneurial networking and social media. Mr. Reinders holds a degree in Social Geography from the University of Amsterdam. Marion Freijsen is the Co-Founder and Chief Operating Officer (COO) of E-Factor Corp., the world's largest global social network for entrepreneurs providing members with online and offline support regarding funding, business development, cost savings and knowledge. Ms. Freijsen was responsible for and managed the build of the E-Factor platform. E-Factor has approximately 700,000 members in the U.S. and provides 60 events annually across the U.S. Ms. Freijsen is also the owner of Elegio BV, a Netherlands company providing business consulting and management expertise in the areas of strategy, vision, finance, international expansion and business development for clients such as ING, Lloyds, BASF and Numico. In addition, Ms. Freijsen is the founder and the former Chief Executive Officer (CEO) and Executive Board Member of OHM Inc., a sales consulting firm serving emerging technology companies. Ms. Freijsen co-launched OHM Business Development with no outside investment, and in five years established a portfolio of more than 100 clients. Her expertise includes arranging meetings for clients with the senior management and/or board members of Fortune 1500 companies, such as HSBC, Barclays Bank, ING, BP, Shell and Exxon. Ms. Freijsen's background includes serving as a former Vice President (Central Europe) for Currenex Ltd., Commercial Director of Speedport NV, Country Manager (Benelux) for Newsedge Corp., Major Account Manager for ICV Ltd. / S&P Comstock, and Account Manager for Bloomberg Financial Markets. Ms. Freijsen is the co-author of two books (the most recent published in November 2012 called "The E-Factor: Entrepreneurship in the Social Media Age"). She is a frequent speaker at global conferences in cities such as New York, Boston, San Francisco, London, Amsterdam and Berlin. In 2012 she was invited to participate in the debate by the White House committee on Job Creation and she critiqued one of the presidential debates on Wall Street Journal TV from a Small Business perspective. Ms. Freijsen holds a marketing degree from the Chartered Institute of Marketing in London. 64 R. Nickolas Jones received a Bachelor of Arts degree in Economics from Brigham Young University, Provo, UT in 2002, before attending Delta Connections Academy to become a professional airline pilot. After working as a pilot for Mesa Airlines, in 2007 Mr. Jones began working as an accounting consultant for J&J Consultants, LLC, in Farmington, Utah. During his time at J&J Consultants, Mr. Jones has provided accounting services for various private and public companies, as well as providing EDGAR filing services for public companies that make filings with the U.S. Securities and Exchange Commission. Mr. Jones is also currently serving as the chief financial officer of AD Systems, Inc. He lives in Clearfield, Utah, and is working towards a Master's Degree in Accounting at Weber State University, Ogden, UT. James Earl Solomon is a Certified Public Accountant (CPA) and has served as a Chief Financial Officer (CFO), Director and Audit Committee Chairman of several publicly held companies. Since 2008, Mr. Solomon has been the Chief Financial Officer and a Director of Broadcast International. From 2001 - 2008, he served as a Director of Nevada Chemicals Company, and from 1990 - 2001, he was a Director of Lifshultz Industries. Mr. Solomon has served as the Audit Committee Chairman for Broadcast International, Nevada Chemicals Company, and Lifshultz Industries, all publicly held companies. Thomas Trainer is a well-recognized and awarded leader in the business technology field. Throughout the course of his 40-year career, he has assisted companies such Citigroup, PepsiCo, Reebok , Eli Lilly &Company and Joseph E. Seagram to the forefront of their Industries, in his role as their Global Chief Information Officer. His list of accomplishments include; -- Recipient of "The Albert Einstein Award" for career achievement in Information Technology [2005]. -- Receipt of InformationWeek Magazine's "CIO of The Year" award, for his leadership of Reebok's Global Business Process/Technology Redesign [1994]. -- Tribute in CIO Magazine's 10th Anniversary Edition as "The Quintessential CIO", for his vision and leadership [1998]. -- Inclusion as a member of select Industry and Government Task Forces on Technology [1996-1999] -- Leadership of a Cross-Healthcare Industry study, on "The Internet's Impact on Healthcare". In 1996, Mr. Trainer helped found "The Working Council of CIOs of The Advisory Board" and "The Pharmaceutical Research and Manufacturers Association (PHARMA) CIO Forum. He has lectured internationally on business and technology issues, including "The World Congress of Information Technology" in Washington, DC in 1998; and various conferences sponsored by The Economist, Forbes, BusinessWeek, Fortune, and Financial Times. In 2009 he keynoted in Beijing the "Inaugural Sino-American CIO Conference". Mr. Trainer has also been profiled on CBS TV's "American Edition" and CNBC's "Technology Edge" Broadcast programs. ITEM 5.06 CHANGES IN COMPANY SHELL STATUS On February 1, 2012, we entered into an Acquisition and Share Exchange Agreement (the "Exchange Agreement") by and among (i) Standard Drilling, (ii) EFactor, and (iii) the shareholders of EFactor, pursuant to which 20 holders of 70% of the outstanding common stock of EFactor transferred to us 6,580,250 of the common stock of EFactor in exchange for the issuance of 50,000,000 shares (the "Shares") of our common stock and 5,000,000 shares of a yet to be created series of preferred stock to be entitled the "Series A Convertible Preferred Stock" (such transaction, the "Share Exchange"). This transaction closed on February 11, 2013. As a result of the Share Exchange, EFactor became our majority-owned subsidiary. We are now a holding company with all of our operations conducted through EFactor, which primarily consist of owning, operating and administering certain assets related to a social media network, on- and offline content as more fully discussed herein. As a result of these transactions we acquired assets, and started operations, sufficient to cease being a shell company, as defined in Rule 12b-2. Additional information regarding these transactions and the assets are contained herein. 65 ITEM 9.01 |