Acquisition of Cyber Centers Worldwide Corporation

3 Months Ended

Mar. 31, 2013

Note 6. Acquisition of Cyber Centers Worldwide Corporation

Effective October 25, 2012, the Company’s Board of Directors approved and authorized the execution of a share exchange agreement (the “Share Exchange Agreement”) with Cyber Centers Worldwide Corporation, a private Florida corporation (“CCWC”), and the shareholders of CCWC (the "CCWC Shareholders"). In accordance with the terms and provisions of the Share Exchange Agreement, the Company will acquire approximately 150,000,000 shares of common stock of CCWC and 1,000,000 shares of Series B preferred stock of CCWC, which represents 100% of the total issued and outstanding shares held of record by the CCWC Shareholders. In exchange for the acquisition of the capital shares of CCWC, the Company shall issue to the CCWC Shareholders on a pro rata basis 75,000 restricted shares of common stock of the Company and 1,000,000 shares of Series B preferred stock of the Company. This resulted in CCWC becoming the wholly-owned subsidiary of the Company. Prior to this share exchange, CCWC changed its name from Cyber Centers International Corporation ("CCIC").

The following table summarizes the consideration given for CCWC and the fair values of the assets acquired and liabilities assumed recognized at the acquisition date.

Consideration Given:

75,000 shares of Inelco Common Stock	$	60,000
1,000,000 shares of Inelco Series B Preferred Stock		400,000

Total Consideration	$	460,000

Fair value of identifiable assets acquired and liabilities assumed:

Cash	$	12,852
Other current assets		4,200
Property and equipment, net		1,472
Deposits		375
Accounts payable		(1,778	)
Accrued interest		(4,182	)
Advances from related parties		(4,731	)
Notes payable, related parties		(71,531	)
Identifiable intangible assets		71,531
Total identifiable net assets		8,208

Goodwill		451,792

	$	460,000

The 75,000 shares of Inelco common stock were valued at the market price of $0.80 per share on the date of acquisition. The 1,000,000 shares of Inelco Series B Preferred Stock were valued at the common stock equivalent market price of $0.40 per preferred share on the date of acquisition as the preferred shares are convertible to .5 common shares.

Intangible assets consisting of software in development were valued by management based on the fair value of software development costs incurred to date. As the software remains in development, definite lives have not yet been determined and no amortization has been recognized as of December 31, 2012.

In accordance with the Share Exchange Agreement and anticipated consummation of the spin-off of the Company's wholly-owned subsidiary, NexPhase Lighting Inc., the operations of the Company will change from the business of designing, developing, manufacturing and marketing a high quality and high efficiency full line of LED intelligent lighting fixtures and control systems for commercial applications and projects involving both new construction and retrofits. The business operations of the Company will be conducted through its new wholly-owned subsidiary, CCWC, which involves interactive online gaming within the entertainment industry. Over the past years, the founders of CCIC have invested private capital, time and effort and innovative technology in its product development. CCWC today is capitalizing on the emerging trends in interactive gaming and social marketing with a vision to become the benchmark in the gaming industry with a reputation for customer safety, security and quality customer service, while also upholding the interests of shareholders.

CCWC produced no revenues and incurred no expenses in the quarters ended March 31, 2013 or 2012.

Onteco Corp 10-Q