Global Photonic Energy Corporation (GPEC) acquired Universal Technology Systems Corp. (UTCH) in a reverse merger transaction on September 24, 2013. As a part of transaction, UTCH will issue 15.43 million shares of its common stock. In addition, UTCH will issue 5.78 million shares and warrants to the holders of GPEC Series A Preferred and also agrees to issue to holders of the GPEC Bridge Notes a total of 11.9 million shares of UTCH common stock and warrants. UTCH also agreed to issue warrants to purchase 1.9 million shares of common stock to holders of all of the issued and outstanding warrants of GPEC in consideration of the cancellation of such GPEC warrants pursuant to the terms and conditions and options to purchase 0.1 million shares of common stock to holders of all of the issued and outstanding options of GPEC in consideration of the cancellation of such GPEC options pursuant to the terms and conditions.

Chris Conley, former Chief Executive Officer, President and Director, resigned from each of the positions of a Director and officer. John D. Kuhns was appointed as the Executive Chairman of the Board of Directors, Dean L. Ledger was appointed as a Director, Chief Executive Officer, Robert J. Fasnacht was appointed as a Director, President, Chief Operating Officer, David Wm. Boone was appointed as a Director, Amy B. Kornafel was appointed as Chief Financial Officer and Secretary and Joey S. Stone was appointed as Senior Vice President of Corporate Department. The transaction is subject to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities and diligently assist and cooperate with each party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority. Darren Ofsink of Ofsink, PLLC acted as legal advisor for UTCH and GPEC.

Global Photonic Energy Corporation completed the acquisition of Universal Technology Systems Corp. in a reverse merger transaction on September 24, 2013.