MTM Technologies (MTMC)

NOTE 11. SUBSEQUENT EVENT

On July 25, 2007, the Company entered into the A-8 Purchase Agreement with Pequot, whereby the Company issued and sold to Pequot 743,415 shares of Series A-8 Convertible Preferred Stock and Series A-8 Warrants to purchase up to 892,098 shares of the Company’s common stock for an aggregate purchase price of $3.5 million. Each share of Series A-8 Convertible Preferred Stock is convertible for four shares of the Company’s common stock (subject to adjustment). The Company is in the process of obtaining a valuation with regard to the Series A-8 warrants.

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Note 10. Subsequent Event

      Subsequent to year end, a total of 7.71 shares of common stock were issued to certain employees of the Company as part of their compensation. The stock was issued out of Treasury stock. The total cost of compensation that will be recognized in 2005 for this transaction is $206,018, using the fair value method.

      In 2004, the shareholders of the Company entered into an agreement to sell their stock in the Company to MTM Technologies, Inc. for $8,300,000 in cash plus shares in the acquiring entity valued at $3,200,000. Payment for the stock is subject to the terms of the Stock Purchase Agreement between the Company and MTM Technologies, Inc. The sale was completed on March 11, 2005.

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