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No WAY... NOT even a little bit, she is (IMO) why do you think they call it the DEEP STATE? because it is DEEP and WIDE... 200,000 sealed I~N~D~I~C~T~M~E~N~T~S will "B" adjudicated... by military tribunal... this is the biggest coup attempt ever attempted by anyone, organization EVER, I'm just so GLAD to have a front row seat...
THE ===>>> THE WORLD IS IN A DANGEROUS PLACE RIGHT NOW...
AND YES ===>>>
You are right about google, but price line. Com back in 2000 was $1.0 / share, Amazon was $4.00/ shares go figure.
Thanks explorit, the way I understand it to be is Google was a private company when first started then went public in 2004 where they had a major money backer of 25,000,000.00 and as you know O/S determines PPS.
http://en.wikipedia.org/wiki/History_of_Google
Financing and initial public offering[edit]
The first funding for Google as a company was secured in August 1998 in the form of a US$100,000 contribution from Andy Bechtolsheim, co-founder of Sun Microsystems, given to a corporation which did not yet exist.[27]
On June 7, 1999, a round of equity funding totalling $25 million was announced;[28] the major investors being rival venture capital firms Kleiner Perkins Caufield & Byers and Sequoia Capital.[27] While Google still needed more funding for their further expansion, Brin and Page were hesitant to take the company public, despite their financial issues. They were not ready to give up control over Google.
Following the closing of the $25 million financing round, Sequoia encouraged Brin and Page to hire a CEO. Brin and Page ultimately acquiesced and hired Eric Schmidt as Google’s first CEO in March 2001.[29]
In October 2003, while discussing a possible initial public offering of shares (IPO), Microsoft approached the company about a possible partnership or merger.[30] The deal never materialized. In January 2004, Google announced the hiring of Morgan Stanley and Goldman Sachs Group to arrange an IPO. The IPO was projected to raise as much as $4 billion.
Google's initial public offering took place on August 19, 2004.[31] A total of 19,605,052 shares were offered at a price of $85 per share.[32] Of that, 14,142,135 (another mathematical reference as v2 ˜ 1.4142135) were floated by Google and 5,462,917 by selling stockholders. The sale raised US$1.67 billion, and gave Google a market capitalization of more than $23 billion.[33] Many of Google's employees became instant paper millionaires. Yahoo!, a competitor of Google, also benefited from the IPO because it owns 2.7 million shares of Google.[34]
The company is listed on the NASDAQ stock exchange under the ticker symbol GOOG.
After reporting earnings on the 17th of October 2013, the stock price of GOOG closed above $1,000.00 for the first time in its history of trading on the NASDAQ.
Also I'm sure you know that O/S plays a major roll in PPS.
GOOGL Security Details Other Company Securities
Share Structure
Market Value1 $145,385,845,204 a/o Jan 16, 2015
Shares Outstanding 284,816,184 a/o Oct 16, 2014
Float Not Available
Authorized Shares Not Available
Par Value 0.001
Shareholders
Shareholders of Record 2,857 a/o Feb 13, 2009
________________________________________________________________________
Priceline .com in 2000 was alleged to have violation of Securities Exchange Act which undoubtedly led to the PPS decline. also I couldn't find anything on a major financier like Google had, I sure you know that big money backers help PPS immensely.
https://en.wikipedia.org/wiki/Priceline.com
History[edit]
Priceline first became known for its Name Your Own Price system, where travelers would name their price for airline tickets, hotel rooms, car rentals and vacation packages. While the purchaser can select a general location, service level and price; the hotel, rental car company and/or airline (as well as the exact location of the hotel and the exact flight itinerary) is disclosed only after the purchase had gone through, with no rights to cancel.
Priceline's cut of the proceeds was the difference between the price an individual named and the price charged by the service establishment. More recently, it has added a more traditional model, called Express Deals,where travelers are presented prices but are not told the name of the establishment.[5] Travelers can still choose to name their price for airline tickets, hotel rooms and rental cars. The number of airlines, hotels and car rental company participants in the name your own price program has increased as these suppliers utilize this opaque market Priceline created to sell their perishable inventory without lowering prices through other traditional sales channels. Priceline now also sells discounted cruises, as well as tours and attractions.
In 2000, Priceline and certain of its officers were alleged in violation of Securities Exchange Act by issuing materially misleading information.[6]
Priceline.com also experimented with selling gasoline and groceries under the Name Your Own Price model in 2000, at the height of the dot-com bubble, through a partially owned affiliate, WebHouse Club. Priceline also got into the online auction business with Priceline Yard Sales, where individuals would use the Priceline system to haggle for various second-hand items and trade them in person. Priceline also sold long distance telephone service and automobiles under the Name Your Own Price model. All of these experiments were terminated in 2002. Another experiment, the Name Your Own Rate system for home loans, continues under a license with EverBank. In 2002 Priceline licensed its "Name Your Own Price" travel system to eBay.
During November 2007, Priceline “permanently” eliminated all booking fees on published airfares.
In April 2014, Priceline.com Incorporated announced that it has changed its name to "The Priceline Group Inc." . This corporate name change was intended to create a clear delineation between the global Priceline business.[7]
Now, Priceline.com is one of six primary brands of The Priceline Group.
PCLN Security Details
Share Structure
Market Value1 $52,786,390,517 a/o Jan 16, 2015
Shares Outstanding 52,356,024 a/o Oct 27, 2014
Float Not Available
Authorized Shares Not Available
Par Value 0.0008
Shareholders
Shareholders of Record 626 a/o Mar 03, 2008
________________________________________________________________________
Amazon also didn't have a major money backer and initially the IPO opened at 18$ a share what you were probably referring to was when AMZN had forward splits as indicated in bold italic that took the PPS way down to $1.50. again thanks man.
History[edit]
Amazon founder Jeff Bezos
The company was founded in 1994, spurred by what Bezos called his "regret minimization framework", which described his efforts to fend off any regrets for not participating sooner in the Internet business boom during that time.[17] In 1994, Bezos left his employment as vice-president of D. E. Shaw & Co., a Wall Street firm, and moved to Seattle. He began to work on a business plan for what would eventually become Amazon.com.
Jeff Bezos incorporated the company as "Cadabra" on July 5, 1994[18] and the site went online as Amazon.com in 1995.[19] Bezos changed the name cadabra.com to amazon.com because it sounded too much like cadaver. Additionally, a name beginning with "A" was preferential due to the probability it would occur at the top of any list that was alphabetized.
Bezos selected the name Amazon by looking through the dictionary, and settled on "Amazon" because it was a place that was "exotic and different" just as he planned for his store to be; the Amazon river, he noted was by far the "biggest" river in the world (according to drainage, not length), and he planned to make his store the biggest in the world.[19] Bezos placed a premium on his head start in building a brand, telling a reporter, "There's nothing about our model that can't be copied over time. But you know, McDonald's got copied. And it still built a huge, multibillion-dollar company. A lot of it comes down to the brand name. Brand names are more important online than they are in the physical world."[20]
After reading a report about the future of the Internet which projected annual Web commerce growth at 2,300%, Bezos created a list of 20 products which could be marketed online. He narrowed the list to what he felt were the five most promising products which included: compact discs, computer hardware, computer software, videos, and books. Bezos finally decided that his new business would sell books online, due to the large world-wide demand for literature, the low price points for books, along with the huge number of titles available in print.[21] Amazon[22] was originally founded in Bezos' garage in Bellevue, Washington.[23]
The company began as an online bookstore, an idea spurred off with discussion with John Ingram of Ingram Book (now called Ingram Content Group), along with Keyur Patel who still holds a stake in Amazon.[24] In the first two months of business, Amazon sold to all 50 states and over 45 countries. Within two months, Amazon's sales were up to $20,000/week.[25] While the largest brick and mortar bookstores and mail order catalogs might offer 200,000 titles, an online bookstore could "carry" several times more, since they had an almost unlimited virtual (not actual) warehouse: those of the actual product makers/suppliers.
Since 2000, Amazon's logotype has featured a curved arrow leading from A to Z, representing that they carry every product from A to Z, with the arrow shaped like a smile.[26]
Amazon was incorporated in 1994, in the state of Washington. In July 1995, the company began service and sold its first book on Amazon.com: Douglas Hofstadter's Fluid Concepts and Creative Analogies: Computer Models of the Fundamental Mechanisms of Thought.[27] In October 1995, the company announced itself to the public.[28] In 1996, it was reincorporated in Delaware. Amazon issued its initial public offering of stock on May 15, 1997, trading under the NASDAQ stock exchange symbol AMZN, at a price of US$18.00 per share ($1.50 after three stock splits in the late 1990s).
Amazon's initial business plan was unusual; it did not expect to make a profit for four to five years. This "slow" growth caused stockholders to complain about the company not reaching profitability fast enough to justify investing in, or to even survive in the long-term. When the dot-com bubble burst at the start of the 21st century, destroying many e-companies in the process, Amazon survived, and grew on past the bubble burst to become a huge player in online sales. It finally turned its first profit in the fourth quarter of 2001: $5 million (i.e., 1¢ per share), on revenues of more than $1 billion. This profit margin, though extremely modest, proved to skeptics that Bezos' unconventional business model could succeed.[29] In 1999, Time magazine named Bezos the Person of the Year, recognizing the company's success in popularizing online shopping.
Barnes & Noble sued Amazon on May 12, 1997, alleging that Amazon's claim to be "the world's largest bookstore" was false. Barnes and Noble asserted, "[It] isn't a bookstore at all. It's a book broker." The suit was later settled out of court, and Amazon continued to make the same claim."[30] Walmart sued Amazon on October 16, 1998, alleging that Amazon had stolen their trade secrets by hiring former Walmart executives. Although this suit was also settled out of court, it caused Amazon to implement internal restrictions and the reassignment of the former Walmart executives
AMZN Security Details
Share Structure
Market Value1 $134,614,495,854 a/o Jan 16, 2015
Shares Outstanding 463,006,452 a/o Oct 15, 2014
Float Not Available
Authorized Shares Not Available
Par Value 0.01
Shareholders
Shareholders of Record 3,552 a/o Jan 30,
Capital Change=shs increased by 2 for 1 split. Ex-date=09/02/1999. Rec date=08/12/1999. Pay date=09/01/1999.
GESI Quarterly Report
Wed, May 15, 2013 02:42 - Green Energy Solution Industries, Inc. (GESI: OTC Link) released their Quarterly Report. To read the complete report, please visit: https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=104621.
http://ih.advfn.com/p.php?pid=nmona&article=57589911&symbol=GESI
Also all the pr's they say they are doing never come about just the online casino that anyone can get,they never tell us what happens to all the carrots they dangle in our face but to have the pps go up a little so there insiders can sell there shares they got at a discount wash rinse repeat over and over that is doom and gloom to me ..geeh just look at the pps now ''''0.0003 that says in all 3.1 billion in os ,,even though they have 40 million dollar credit line...bl
links of gloom and doom they never file any links to go to because they are a pink they donot have to,pinks are drove by pr's,and filings if they do .Also when al and acc found no office and no contact in nic and the slot parlor and things were a dump has to factor in...
right filed 2010 may good to 2011 may
what is your question
MGRN: Monogram Energy, Inc./Marquis Tech Holdings Achieves Current Info Tier with OTC Markets Toward Overall Transparency, Liquidit...
Date : 03/17/2011 @ 9:59AM
Source : Business Wire
Stock : Monogram Energy, Inc. (MGRN)
Quote : 0.0009 0.0 (0.00%) @ 1:34PM
Monogram Energy, Inc./Marquis Tech Holdings Achieves Current Info Tier with OTC Markets Toward Overall Transparency, Liquidit...
Monogram Energy, (USOTC:MGRN)
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Today : Thursday 17 March 2011
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Monogram Energy, Inc. (PINKSHEETS: MGRN), aka Marquis Tech Holdings, Inc. announces that Issuer Services at OTC Markets, Inc. has moved the company from the Limited Information Tier to the Current Information Tier at www.otcmarkets.com. This status lets investors know that Marquis Tech Holdings, Inc. has provided the financial disclosure and other required paperwork to reach a level of transparency where there is adequate Current Information to make an informed investment decision on MGRN.
OTC Markets has implemented a strict information reporting system for non-reporting companies and rates them in accordance to transparency elements from Caveat Emptor to Current Information for pinksheet companies (http://www.otcmarkets.com/otcguide/investors_market_tiers.jsp).
The Current Information Tier is the highest tier with requirements including an Initial Company Information and Disclosure Statement, current share structure, current financials and an attorney letter verifying the information submitted. According to OTC Markets, trading in this tier enables a company to offer its shareholders ease of trading through regulated broker-dealers, while providing transparency to its investors, business partners, customers, and broker-dealers by following the Alternative Reporting Standard.
MGRN’s Board stated "This tier upgrade marks the beginning of an ongoing effort to continually produce current and accurate information for our shareholders. We are well aware of the importance our shareholders place on current information and we want to ensure that they know we are listening.”
Monogram Energy, Inc. has officially changed its name to Marquis Tech Holdings, Inc. to better reflect its brand and image toward long-term and dynamic growth. The name change effected with the Pennsylvania Secretary of State on February 10th, 2011 and is under process for FINRA acknowledgment.
Marquis Tech Holdings, Inc. is currently in the process of building a successful portfolio of revenue generating technology and real estate assets. In our role as managers, operators, and marketers of technologies we believe that leveraging our industry experience and capitalizing on our strategic relationships are the best ways to achieve profitable results. Marquis’ company philosophy is to acquire domestic and international companies which possess an inherent competitive edge whether it’s derived through written law, intellectual property, or government contracts and inject the capital necessary to maximize earnings while pooling resources and managing the logistics to ensure all acquisitions operate in efficient harmony.
OTC Markets Inc is a privately owned company based in New York that provides a suite of products and services for the U.S. OTC securities market. The company operates electronic quotations, trading, messaging, and information platforms.
Safe Harbor: This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, ability to obtain financing and regulatory and shareholder approvals for anticipated actions.
MDFI: MedeFile International to Aid Japan Relief Efforts
Medefile Intl (USOTC:MDFI)
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Today : Wednesday 16 March 2011
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MedeFile International to Aid Japan Relief Efforts 15% of All New MedeFile Membership Revenues through April 15th to Be Donated to American Red Cross for Japan Earthquake and Pacific Tsunami Fund
PR Newswire
BOCA RATON, Fla., March 16, 2011
BOCA RATON, Fla., March 16, 2011 /PRNewswire/ -- MedeFile International, Inc. (OTCQB: MDFI), a leader in Internet-enabled Personal Health Record (iPHR) management solutions, today announced that in response to the magnitude 8.9 earthquake and massive tsunami tragedy that recently struck Japan, the Company will donate 15% of all online sales of MedeFile memberships – processed through its web site (www.medefile.com) from today through April 15, 2011 – to the American Red Cross for the Japan Earthquake and Pacific Tsunami Fund.
Kevin Hauser, President and CEO of MedeFile, stated, "The twin natural disasters that so devastated Japan serve as yet another reminder to us all how precious life is and how quickly the lives of survivors and others affected can be forever altered by tragic events totally out of their control. Sadly, the related loss of vital paper documents, including medical, legal, financial and personal records, can prove to greatly exasperate the lasting catastrophic effects of a disaster, as many Americans learned firsthand during Hurricane Katrina in 2005. What's more, according to the World Meteorological Organization, millions worldwide were impacted by the 950 natural disasters recorded just last year – nine-tenths of which were severe weather-related storms and floods. This made 2010 the year with the second highest number of natural catastrophes in the past 30 years."
Continuing, Hauser said, "Our Company was founded on the premise that individuals can and should be in full control of their and their loved ones' health records -- anywhere, anytime. Moreover, we have successfully architected a full-safe system that ensures that all records collected are protected from natural disaster, fire, loss and theft. In fact, security and on-demand access of a person's actual medical records have long been key hallmarks of the MedeFile system. But, it is the peace of mind we can deliver our members that we are most proud. Through this special relief initiative, we hope to achieve two critical objectives: providing our new members with both peace of mind and a meaningful way for helping the people of Japan."
About MedeFile International, Inc.
Headquartered in South Florida, MedeFile has developed and globally markets a proprietary, patient-centric, iPHR (Internet-enabled Personal Health Record) system for gathering, digitizing and organizing medical records so that individuals can have a comprehensive record of all of their medical visits. MedeFile's primary product is its web-based MedeFile solution, a highly secure system for gathering, maintaining, accessing and sharing personal medical records. Interoperable with most electronic medical record management systems marketed to the healthcare industry, the MedeFile solution is designed to gather all of its members' actual medical records and create a single, comprehensive Electronic Health Record (EHR) that is accessible 24 hours a day, seven days a week by the member and the member's authorized users on any web-enabled device (PC, cell phone, smartphone, e-reader) and portable MedeDrive unit. For more information about MedeFile and its annual subscription-based programs, please visit www.medefile.com.
Safe Harbor Statement Under the Private Securities Litigation Act of 1995
With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of MedeFile could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the Company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rates, and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, and such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors associated with our Company, review our SEC filings.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Elite Financial Communications Group, LLC
Dodi B. Handy, President and CEO (Twitter: dodihandy)
For Media: Kathy Addison, COO (Twitter: kathyaddison)
(407) 585-1080 or via email at MDFI@efcg.net
SOURCE MedeFile International, Inc.
NWTT: Bermal Contracting (NWTT) Explores Calgary Expansion Opportunities
Date : 03/15/2011 @ 3:45PM
Source : MarketWire
Stock : NW Tech Capital Inc. (NWTT)
Quote : 0.0003 0.0001 (50.00%) @ 3:55PM
Bermal Contracting (NWTT) Explores Calgary Expansion Opportunities
NW Tech Capital (USOTC:NWTT)
Intraday Stock Chart
Today : Tuesday 15 March 2011
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NW Tech Capital Inc. (PINK SHEETS: NWTT) (www.nwtechcapital.com) subsidiary Bermal Contracting Ltd. continues to seek new markets for its unique, high quality stone and has several promising leads in Calgary, Alberta.
Alberta's oil industry has turned Calgary into a boomtown in recent years, and the province's largest city presents a variety of opportunities that Bermal could be a part of.
Housing starts increased by 46.6% to 9,262 units in 2010, according to Calgary Economic Development. The value of building permits last year was $2.92 billion, and there were 22 projects valued at more than $10 million. The estimated construction value of building permit applications for December was $241 million.
There are almost 200 major development projects in Calgary valued at $5 million or more (including nine worth more than $1 billion) that are planned, currently under construction or recently completed.
The company intends to explore the opportunities for expansion into this booming market and market its high quality product. Bermal is located near Kaslo, B.C. and excavates high quality stone used for landscaping, including rock walls, fireplaces, ponds, patios, house exteriors, fire pits, flower beds, stairs and walkways.
More updates will follow on a timely basis once new agreements are finalized.
Safe Harbor Statement
Information in this news release may contain statements about future expectations, plans, prospects or performance of NW Tech Capital Inc., that constitute forward-looking statements for purposes of the Safe Harbor Provisions under the Private Securities Litigation Reform Act of 1995. The words or phrases "can be," "expects," "may affect," "believed," "estimate," "project" and similar words and phrases are intended to identify such forward-looking statements. NW Tech Capital Inc. cautions you that any forward-looking information provided by or on behalf of NW Tech Capital Inc. is not a guarantee of future performance. None of the information in this press release constitutes or is intended as an offer to sell securities or investment advice of any kind. NW Tech Capital Inc.'s actual results may differ materially from those anticipated in such forward-looking statements as a result of various important factors, some of which are beyond NW Tech Capital Inc.'s control. In addition to those discussed in NW Tech Capital Inc.'s press releases, public filings, and statements by NW Tech Capital Inc.'s management, including, but not limited to, NW Tech Capital Inc.'s estimate of the sufficiency of its existing capital resources, NW Tech Capital Inc.'s ability to raise additional capital to fund future operations, NW Tech Capital Inc.'s ability to repay its existing indebtedness, the uncertainties involved in estimating market opportunities, and in identifying contracts which match NW Tech Capital Inc.'s capability to be awarded contracts. All such forward-looking statements are current only as of the date on which such statements were made. NW Tech Capital Inc. does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
Contacts:
NW Tech Capital Inc.
Investor Relations
1-647-426-1640
CTYX: Connectyx Technologies and Net Savings Link Sign Joint Marketing Agreement to Offer MedFlash as Premier Wellness Product
Date : 03/15/2011 @ 11:35AM
Source : MarketWire
Stock : Connectyx Technologies Holdings, Inc. (CTYX)
Quote : 0.009 -0.0005 (-5.26%) @ 11:27AM
Connectyx Technologies and Net Savings Link Sign Joint Marketing Agreement to Offer MedFlash as Premier Wellness Product
Connectyx Technologi (USOTC:CTYX)
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Today : Tuesday 15 March 2011
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Connectyx Technologies Holdings Group, Inc. (PINKSHEETS: CTYX) ("Connectyx"), www.connectyx.com, manufacturer and distributor of the MedFlash®, the nation's premier Personal Health and Wellness Management System (ePHM) for maintaining personal health records (PHR), announced today that Net Savings Link.Com (OTCBB: CXLT) is offering MedFlash as one of Net Savings' premier wellness products to its national member network.
David Saltrelli, President & CEO of Net Savings Link, Inc, said, "We are launching this initiative with Connectyx to leverage their MedFlash health and wellness product as one of our lead consumer promotions in our wellness category as we believe that their offering will add value to our numerous consumer awareness campaigns. The unique MedFlash fills a growing need for consumers to have their personal medical records."
Ronn Schuman, CEO of Connectyx, said, "We are excited about offering Net Savings Link.Com subscribers a special offer as a result of being a member of their rapidly growing consumer network. We will be offering to our expanding MedFlash membership access to Net Savings so they can begin to benefit from the many consumer savings programs in a variety of categories including health and wellness."
To be added to the corporate e-mail database for corporate press releases and industry updates, investors and shareholders are requested to send an e-mail to investorrelations@connectyx.com
MedFlash® Features and Benefits
The MedFlash® PHM Portal features a 24/7/365 call center, a USB flash drive and a smart phone application. The MedFlash® PHM provides additional member benefits and services including instant access to a subscriber's Emergency Medical Profile and Personal Health Record in the event of an accident or a medical emergency. First Responders such as police, emergency medical technicians (EMTs) and firefighters have access to time critical information for victims who may be comatose or unable to communicate pertinent medical history information. The MedFlash® PHM can be accessed on any computer, whether in an ambulance or an emergency room, securely and with complete privacy. Lifestyle and wellness features are delivered to members that have the potential to result in significant health benefits to members following the healthcare advice. With the increasing focus on cutting costs and risk mitigation by both employers and insurers, the MedFlash offers a low cost addition to the various initiatives necessary for maintaining and reducing costs of current healthcare delivery systems. For more information, see www.medflash.com.
About Net Savings Link, Inc. -
Net Savings Link, Inc. seeks to provide real value to large businesses and organizations, as well as families and individuals, by delivering one stop electronic access to savings, discounts, sales, coupons, specials and preferred member venues on those categories that consume the majority of today's net disposable income. Products and services including groceries, dining, travel, shopping, wellness, banking, and communications are provided by preferred vendors, accessed through Net Savings Link's site, and, in turn, provided to end users ranging from large businesses to individuals. Operating revenues are provided to Net Savings Link, Inc. from vendor-provided commissions, end user membership fees, and individual product purchases. Corporate Website: http://netsavingslink.com
About Connectyx
Connectyx provides unique products for the healthcare market including MedFlash®, the electronic Personal Health Manager (ePHM). Compatible with Google Health and Microsoft's Health Vault, the MedFlash® ePHM is an easy-to-use Personal Health and Lifestyle Manager that is accessible using a powerful web portal suite. The MedFlash® ePHM portal also features a 24/7/365 call center, a USB flash drive and a smart phone application. The MedFlash® ePHM provides member benefits including instant access to your Emergency Medical Profile and Personal Health Record in the event of an accident or a medical emergency. Whether traveling, at work, or at home, First Responders have an invaluable advantage when they have access to this time critical information. Far more than just an emergency flash drive the MedFlash® PHM can be accessed on any computer, securely and with complete privacy. There are also lifestyle and wellness features that provide significant health benefits to members and risk mitigation for employers and insurers alike. Connectyx products are developed with the needs of patients, families, doctors and First Responders in mind. For more information, please visit our websites at: www.connectyx.com and www.medflash.com
Safe Harbor Act: This communication includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties including, but not limited to, the impact of competitive products, the ability to meet customer demand, the ability to manage growth, acquisitions of technology, equipment, or human resources, the effect of economic business conditions, and the ability to attract and retain skilled personnel. The Company is not obligated to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this communication.
Contact:
Connectyx Technologies Holdings Group, Inc.
Investor Relations
772-600-2581
investorrelations@connectyx.com
BMGI: PharmStar Pharmaceuticals, Inc. Completes Stock Acquisition of U.S. Drug Developer With FDA-Approved, Over-the-Counter Pain Reli
Big Star Media Group (USOTC:BMGI)
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Today : Tuesday 15 March 2011
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PharmStar Pharmaceuticals, Inc., formerly known as Big Star Media Group, Inc. (PINKSHEETS: BMGI), announced today that it has executed a stock purchase agreement to acquire 93.5% of the privately-held PharmStar, Inc. ("PharmStar") (www.pharmstarinc.com), based in Rocky Mount, NC. As a result of the transaction, PharmStar Pharmaceuticals, Inc. will operate solely as PharmStar, Inc., which is focused on the manufacturing and marketing of its fully developed, FDA-approved, Over-the-Counter (OTC) liquid pain reliever and arthritis drug called Aquaprin™.
PharmStar, Inc. is in the process of changing its current ticker symbol, which should be completed within the next few weeks. BMGI shareholders will be notified when the ticker symbol change has taken affect.
About PharmStar, Inc.
PharmStar, Inc. is a U.S.-based drug development, manufacturing and marketing company and the innovator of Aquaprin™, an FDA-approved Over-the-Counter (OTC) liquid pain reliever. In development since 1993 with over $3 million invested to-date, Aquaprin™ is a liquid derivative of aspirin, and is now ready for commercialization. Aquaprin™'s unique, patent-pending formula is designed to dissolve nearly instantly in just 1.5 ounces of water. This enables the product to be absorbed into the bloodstream up to 10 times faster than traditional OTC pain relievers, and with little to no stomach upset.
PharmStar initially plans to sell Aquaprin™ directly to nursing homes, outpatient and health care clinics, emergency units of hospitals nationwide, as well as retail distribution and third-party websites. All package engineering, product stability, shelf life testing and quality control research has been completed from PharmStar's headquarters located in Rocky Mount, NC.
Forward-Looking Statements Disclosure
This press release includes "forward-looking statements" within the meaning of the federal securities laws, commonly identified by such terms as "believes," "will," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Company's projections and expectations are disclosed in the Company's filings with the Securities and Exchange Commission. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions.
Contact:
PharmStar, Inc.
919-794-7000
Email Contact
www.pharmstarinc.com
AGIJ: Collagenna (AGIJ) Receives Positive Test Results on New Professional Product
Date : 03/14/2011 @ 3:45PM
Source : MarketWire
Stock : Axia Group Inc. (AGIJ)
Quote : 0.0025 0.0008 (47.06%) @ 4:02PM
Collagenna (AGIJ) Receives Positive Test Results on New Professional Product
Axia Group New (USOTC:AGIJ)
Intraday Stock Chart
Today : Monday 14 March 2011
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Axia Group (PINK SHEETS: AGIJ) (http://www.axiacorporation.com/) Collagenna Skin Care Products new Professional Peptide Serum was tested by one of its US partners, The Texas Beauty Institute (TBI) http://www.texasbeautyinstitute.com with positive results.
The Texas beauty Institute has completed an observational study on the Collagenna 40% Professional Peptide formula with 10 aesthetic patients using only non-invasive techniques. The purpose of the study was to determine whether the formula would provide further improvement on candidates who: a.) were early in their non-invasive treatment regiment, and b.) had completed their initial series of microcurrent treatments and were on a maintenance schedule.
Candidates:
Group A: 5 early candidates ages ranged from 36 to 66,
Group B: 5 maintenance schedule candidates ranged from 42 to 64,
Due to the potency of the formula, TBI's preferred application was infusion methodologies iontophoresis or sonophoresis after preparation with TBI's proprietary MCR Conduction Gel™.
Results:
All 10 candidates obtained a "softening" of features, however the most dramatic results were observed with candidates with more pronounced wrinkles - typically the older patients in both groups. Of significant note were 3 patients from Group B that had received at least 10 microcurrent treatments previously and considered to have reached a "plateau" of improvement. In these 3 candidates additional improvement was noted in the overall skin tone, reduction of wrinkles and most notable an overall softening of features. As an adjunct with Group A candidates, the improvements were acceptable but less dramatic.
As a result of these observations, TBI will introduce a new infusion peptide protocol to accompany TBI's proprietary Elastin Infusion Therapy.
TBI President Nelson Thibodeaux said, "TBI looks forward to introducing the US market to this additional innovative, non-invasive, effective treatment protocol. We know our professional skin care market will appreciate this new significant anti-aging resource for their clients and patients. We look forward to continuing innovative development of products and protocols with Collagenna."
Safe Harbor Statement
Information in this news release may contain statements about future expectations, plans, prospects or performance of Axia Group Inc., that constitute forward-looking statements for purposes of the Safe Harbor Provisions under the Private Securities Litigation Reform Act of 1995. The words or phrases "can be," "expects," "may affect," "believed," "estimate," "project" and similar words and phrases are intended to identify such forward-looking statements. Axia Group Inc. cautions you that any forward-looking information provided by or on behalf of Axia Group Inc. is not a guarantee of future performance. None of the information in this press release constitutes or is intended as an offer to sell securities or investment advice of any kind. Axia Group Inc.'s actual results may differ materially from those anticipated in such forward-looking statements as a result of various important factors, some of which are beyond Axia Group Inc.'s control. In addition to those discussed in Axia Group Inc.'s press releases, public filings, and statements by Axia Group Inc.'s management, including, but not limited to, Axia Group Inc.'s estimate of the sufficiency of its existing capital resources, Axia Group Inc.'s ability to raise additional capital to fund future operations, Axia Group Inc.'s ability to repay its existing indebtedness, the uncertainties involved in estimating market opportunities, and in identifying contracts which match Axia Group Inc.'s capability to be awarded contracts. All such forward-looking statements are current only as of the date on which such statements were made. Axia Group Inc. does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
Contacts:
Axia Group Inc.
corporate@axiacorporation.com
Investor Relations
1-647-426-1640
CHDT: CHDT Corporation Reports 2010 Earnings
Date : 03/14/2011 @ 4:30PM
Source : MarketWire
Stock : CHDT Corporation (CHDO)
Quote : 0.008 0.0 (0.00%) @ 1:26PM
CHDT Corporation Reports 2010 Earnings
CHDT Corporation (OTCBB: CHDO), a Florida Corporation with operating subsidiaries focused on designing and manufacturing consumer lighting products for North America and Latin American retail markets, reports revenues of $5,287,261 and a narrowing of losses for 2010. The Company finished the year with a record backlog of $2,600,000, setting the table for a record first quarter.
For the year ending December 31, 2010, the net loss was approximately $739,000 as compared to a net loss of $1,099,000 for 2009, a loss reduction of $360,000 or 32.8%. For the 4th quarter, ending December 31, 2010, the Company had a net loss of approximately $43,000 compared to a net loss of $425,000 in the same quarter in 2009. This was an improvement of $382,000 or 89.8% reduction in loss compared to the same period in 2009.
Total Net Revenues: For the year ended December 31, 2010 and 2009, the Company had a total net sales of approximately $5,287,261 versus $6,161,000, respectively, for a decrease of $873,739 which represents a decrease in revenue of 14.2%
Cost of Sales: For the year ended December 31, 2010 and 2009, cost of sales were approximately $3,675,000 and $4,350,000 respectively. This represents 69.5% and 70.6% respectively of total Net Revenue. Despite rising component and labor costs in China, our overall material costs have remained steady during the year. This was achieved through strategic materials buying and ongoing negotiations with our factories.
Gross Profit: For the year ended December 31, 2010, gross profit was approximately $1,612,000, a reduction of approximately $199,000 or 10.9% from 2009 gross profit of $1,811,000. Gross profit as a percentage of net sales was 30.5% for the year compared to 29.4% for 2009, an improvement of 1.1%. Our larger customers are increasing purchases on a direct import basis. The gross margin percentages are lower in this selling scenario but the Company's expenses are also reduced, as the customer is responsible for related expenses such as freight, duties and handling costs.
Operating Expenses: Were approximately $2,092,000 in 2010 as compared to $2,645,000 in 2009, a net reduction of $553,000 or 20.9% as a result of an expense reduction program initiated in 2010.
"2010 was a pivotal year for our Company. We are finished with discontinuing, non-performing product lines and focusing on our core lighting business, which has shown the ability to increase market share while maintaining good margins. Our 2010 record year-end order backlog has given us a head start on what should be our strongest year to date," said Stewart Wallach, CEO of CHDT Corporation.
The Company has scheduled a conference call for Wednesday, March 16, 2011 at 11:00 a.m. EDT. Shareholders are to call in at 1-800-791-2345 with participant code 45101#.
About Capstone Industries, Inc.
For more than a decade, the South Florida based Company, Capstone Industries, has specialized in the design, production, and distribution of consumer products as a supplier to major retail operations throughout North America and Latin America. Capstone Industries is committed to the development and distribution of unique and inventive products to a variety of channels including bookstore chains, convenience stores, drug & grocery, electronics, hardware, home improvement, internet, mail order, mass market, office supply, specialty, and warehouse clubs.
About CHDT Corporation
CHDT Corporation (www.chdtcorp.com) is a public holding Company that engages, through its wholly owned subsidiaries, in the development, manufacturing, logistics, and distribution of consumer products to retailers and distributors throughout North America and Latin America. See www.chdtcorp.com for more information about the Company and www.capstoneindustries.com for information on our current product offerings. Reference of URLs in this press release does not incorporate said URLs or any of their contents in this press release.
FORWARD-LOOKING STATEMENTS: This press release, including the financial information that follows, contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements are based on the Company's and its subsidiaries' current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. CHDT undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements in this press release and risks associated with any investment in CHDT, which is a small business concern and a "penny stock Company" and, as such, a highly risky investment suitable for only those who can afford to lose such investment, should be evaluated together with the many uncertainties that affect CHDT's business, particularly those mentioned in the cautionary statements in current and future CHDT's SEC Filings.
ZLON: Taglich Brothers Initiates Coverage of Zolon Corporation
Date : 03/14/2011 @ 9:30AM
Source : MarketWire
Stock : Zolon Corporation (ZLON)
Quote : 0.4 0.0 (0.00%) @ 8:11AM
Taglich Brothers Initiates Coverage of Zolon Corporation
Taglich Brothers, Inc. announces it has initiated coverage of Zolon Corporation (OTCBB: ZLON).
Zolon Corporation is focused on Information Technology and software enabled service areas which it has begun to enter through a series of strategic business combinations. Zolon intends to target companies in the financial services, health care, and telecom sectors and provide them with services including but not limited to IT consulting and specific industry-focused software products and/or technology.
The complete 15-page report is available at www.taglichbrothers.com.
Taglich Brothers, Inc. is a full-service broker dealer focused exclusively on microcap companies. The Company defines the microcap segment of the equity market as companies with less than $250 million in market capitalization. Taglich Brothers currently offers institutional and retail brokerage services, investment banking and comprehensive research coverage to the investment community.
We do not undertake to advise you as to changes in figures or our views. This is not a solicitation of any order to buy or sell. Taglich Brothers, Inc. is fully disclosed with its clearing firm, Pershing, LLC, is not a market maker and does not sell to or buy from customers on a principal basis. The above statement is the opinion of Taglich Brothers, Inc. and is not a guarantee that the target price for the stock will be met or that predicted business results for the company will occur. There may be instances when fundamental, technical and quantitative opinions contained in this report are not in concert. We, our affiliates, any officer, director or stockholder or any member of their families may from time to time purchase or sell any of the above-mentioned or related securities. Analysts and members of the Research Department are prohibited from buying or selling securities issued by the companies that Taglich Brothers, Inc. has a research relationship with, except if ownership of such securities was prior to the start of such relationship, then an Analyst or member of the Research Department may sell such securities after obtaining expressed written permission from Compliance. As of the date of this report, we, our affiliates, any officer, director or stockholder, or any member of their families do not have a position in the stock of the company mentioned in this report. Taglich Brothers, Inc. does not currently have an Investment Banking relationship with the company mentioned in this report and was not a manager or co-manager of any offering for the company within the last three years. All research issued by Taglich Brothers, Inc. is based on public information. The company paid a monetary fee of $5,250 (USD) in January 2011 for the creation and dissemination of research reports for the first three months. After the first three months of publication, the company will pay a monthly monetary fee of $1,750 (USD) for a minimum of twelve months to Taglich Brothers, Inc., for the creation and dissemination of research reports.
Contact:
Richard Oh
Taglich Brothers, Inc.
631-757-1500
EMLL: El Maniel International Inc Announces Three Quarter Revenue Projections for Kumasko Project in Ghana, Western Africa
March 14, 2011, 9:44 a.m. EDT
El Maniel International Inc Announces Three Quarter Revenue Projections for Kumasko Project in Ghana, Western Africa
NEW YORK, Mar 14, 2011 (GlobeNewswire via COMTEX) -- Further to the press release dated March 3, 2011, El Maniel International Inc /quotes/comstock/11i!emll (EMLL 0.00, +0.00, +28.57%) announced today that production forecast for Plot C - The Kumasko Project in April 2011 is expected to be in the region of 300 Oz generating a forecasted gross revenue in the region of $420,000 with expected net returns in the region of 30% of this amount according to preliminary estimates. "While we are thrilled at the potential of Kumasko Project with projected revenues from expected gold reserves in the region of $25 million based on current gold price, we also expect costs to decline significantly with planned implementation of operational improvements to optimize production efficiencies" states Jamie Khoo, CEO of El Maniel International Inc
El Maniel's gold mining operations and gold production on the 25 acres Kumasko Project situated in the Central Region of Ghana, Western Africa is scheduled to initialize in April 2011 and forecasted monthly revenue production in Q2 of 2011 is expected to follow through at the same rate. "We are optimistic of our projections and we are expecting a ramp-up in production of at least double the preliminary estimates for Q3 and Q4 of 2011" according to Jamie Khoo "The strong revenue stream from Kumasko Project will position El Maniel to pursue its ongoing business model of expanding its diversified ventures to generate additional revenue stream with an ultimate goal of enhancing shareholder's value".
El Maniel International Inc /quotes/comstock/11i!emll (EMLL 0.00, +0.00, +28.57%) is a publicly traded company currently focused on prospecting, developing and expanding the economic potential of world class mining claims located in Ghana , West Africa and the company is committed to shareholder's value creation by ensuring constant development of current and new resources in the region. For further information and updates on El Maniel, stay tuned to www.elmaniel.com
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include the Company's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in the Company's Securities and Exchange Commission filings. The forward-looking statements in this press release speak only as of the date hereof, and the Company disclaims any obligation to provide updates, revisions or amendments to any forward-looking statement to reflect changes in the Company's expectations or future events.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: El Maniel International, Inc.
CONTACT: El Maniel International, Inc
Investor Relations Contact:
212-726-2179
ir@elmaniel.com
BBDA: Bebida Beverage Company Attends Prestigious CSP Cold Vault Summit
Bebida Beverage (USOTC:BBDA)
Intraday Stock Chart
Today : Monday 14 March 2011
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Bebida Beverage Company (PINKSHEETS: BBDA) (BeBevCo) announced today that the Company and CEO Brian Weber will participate in this year's CSP Cold Vault Summit hosted at the OMNI Mandalay Hotel in Dallas, TX, today, tomorrow, and Wednesday, March 14-16. The CSP Cold Vault Summit is an invitation only event and has 32 of the most influential Beverage buyers from the C-store retail sector. Some retailers represented include Circle K, 7-11, Casey's, E & C Enterprises, TA, Cumberland Farms, Forward Corp, Kwik Chek, Speedy Stops, Loves, Hess Corp, Murphy Oil, Thornton's, Speedway, WaWa, Am/PM, BP, as well as several others. The event is a combination social networking & Speed dating format where Vendors meet buyers for a predetermined amount of time in hopes of securing new product deals.
"With the Relaxation/Sleep beverage category beginning to excel in big ways, I am honored to have the privilege to take my message directly to the people that manage the vehicles to bring KOMA UNWIND to the anxious and sleep-deprived consumers throughout the United States," explained Brian Weber. "When they touch and taste our fantastic product, coupled with our mainstream image and marketing plans that are in effect and then add in our super competitive price point we will be surely victorious in landing some solid deals," concluded Weber.
For more information about Potencia Energy Drink and Koma Unwind, please visit http://www.bebidabeverages.net/. Follow us On Twitter: KOMAUNWINDnews.
About BeBevCo
BeBevCo (Bebida Beverage Company) develops, manufactures and markets beverages including Koma Unwind "Chillaxation Drink™," Koma Unwind Sugar-free "Chillaxation Drink™," and Koma Unwind "Chillaxation Shot™" as well as Potencia Energy Drink, Potencia "BLAST" energy shot and Piranha Water.
Safe Harbor Statement
Except for historic information contained in this release, the statements in this news release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results in the future to differ materially from forecasted results. These risks and uncertainties include, among other things, the company's ability to attract qualified management, raise sufficient capital to execute its business plan, and effectively compete against similar companies.
CONTACT:
Heritage Corporate Services, Inc.
Jeffrey Staller
(704) 660-0226, ext 5.
GSRE: Green Star Energies Completes Acquisition of Fortunate Energy, LLC
Date : 03/13/2011 @ 10:30PM
Source : PR Newswire
Stock : Green Star Energies (GSRE)
Quote : 0.0012 0.0 (0.00%) @ 7:23AM
Green Star Energies, Inc. (Pink Sheets: GSRE) is pleased to announce the acquisition of 80% ownership of Fortunate Energy, LLC. Fortunate Energy was formed in 2010 to acquire and exploit the E. J. Robicheaux lease in St. Mary's Parish, Louisiana. The lease is approximately 20 acres with an 80 acre option and consists of five (5) oil wells and one (1) salt water disposal well.
Jeremiah Desormeaux, President of Fortunate Energy, will remain in that capacity and continue to run the operation. "I believe that this is good fit between Fortunate Energy and Green Star," said Mr. Desormeaux. "As a local operator, we've had to rely on the limited pool of expertise in the area. Joining forces with Green Star provides us with much more in the form of resources and expertise available to develop the field."
The development plan will be broken into multiple phases. "Initial efforts will be focused on re-working the #1, #2 and #3 wells," stated Gabriel Prieto, COO of Green Star. "The second phase will be to re-work wells #4 and #5. Phase three will be to drill at least one, or possibly two, wells between wells #3 and #5 to exploit the sandbar reservoir that both wells produce from. In addition, there are two oil columns behind pipe that show on the log for the salt water disposal well that can be reached through lateral drilling from the #4 wellbore. We anticipate drilling to recover these reserves also. There are also possible drilling locations on the additional acreage that is available."
The wells are shallow, about 1,200 feet deep, and were all drilled in the early 1980's. Initial production varied between 9.7 barrels of oil per day and 36 barrels of oil per day. In 2007 the wells were shut-in following a personal tragedy in the family of the operator at the time. Fortunate Energy acquired the lease in 2010 and has invested in equipment and infrastructure in order to begin to bring the wells back online. The company is in the process of gathering bids and lining up vendors for the anticipated work.
"This is the first step of a new life for Green Star Energies under our new management team," said Steve Rackley, CEO of Green Star Energies. "We are very pleased with this agreement to acquire a majority interest in Fortunate Energy. We believe that there is substantial opportunity for growth on the current lease as well as in the general area. Our goal will be to re-work the existing wells and develop combined production of between 15 to 20 barrels per day. We look forward to sharing additional information on this and other projects in the near future."
ABOUT GREEN STAR ENERGIES, INC.
Green Star Energies, Inc. is currently targeting joint ventures or acquisitions in which existing oil projects are currently in or near term production. Additional information about the company and its holdings may be found on the company website at www.greenstarenergies.com
Email: IR@GreenStarEnergies.com | Phone: 1-888-270-0027
Corporate Site: http://GreenStarEnergies.com | IR Site: http://PeakPetro.com
GSRE Security Details
Share Structure
Market Value1 $1,366,602 a/o Mar 11, 2011
Shares Outstanding 1,138,835,402 a/o Sep 30, 2010
Float 620,287,970 a/o Sep 30, 2010
Authorized Shares 3,000,000,000 a/o Sep 30, 2010
Par Value 0.0001
5057 Keller Springs Road Suite 300 Addison, Texas 75001
SOURCE Green Star Energies, Inc.
ARET Arête Industries, Inc. Announces Information Updating Purchase and Financing Activity
Updating Purchase and Financing Activity
Date : 03/13/2011 @ 10:51PM
Source : Business Wire
Stock : Arête Industries, Inc. (ARET)
Quote : 0.067 0.0 (0.00%) @ 7:07AM
Arête Industries, Inc. Announces Information Updating Purchase and Financing Activity
Arête Industries, Inc. (OTC-QB: ARET) announces the Status of its purchase of Oil & Gas properties and their financing.
The deal, a renewal of the deal announced March 29, 2009 was adjusted for any changes in existing well operations during that interim period. The Company still expects to purchase the properties. There are several open items related to the purchase and the financing. The purchase will be financed with bank debt and loans from private sources which have several contingencies including the completion of the reserve study being conducted by Ryder Scott Consultants LLC. We expect to receive the report on Wednesday, March 16, 2011 for our final review. The reserve study will then be made available to the financing sources. It is still our plan to complete the transaction in March 2011. A summary of the reserve study and the purchase and sales agreement will be included in a Form 8-K filing upon the close of the transaction. We have a development plan that we are in the process of completing and will announce the plan in April 2011.
Last week the Company completed the remaining filings due for Arête Industries, Inc. and became current with the SEC. We plan to file the fiscal 2010 Form 10-K on March 28, 2011. We are now trading on the OTC QB markets under the symbol ARET-QB. “We have a large amount of work to do in the next several weeks and months to move Arete into a position to achieve the goals that we have set for the Company and I believe we are building a team to meet the challenge,” stated Donald W. Prosser, Chairman of Arête Industries, Inc.
About the Company
Arête Industries, Inc. is a publicly traded company. The Company is the operator of a gas gathering system and is in the process of buying oil and gas properties in the Rocky Mountain Region of the United States.
Statement as to Forward Looking Statements.
Certain statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known or disclosed herein that could cause actual results to differ materially from those expressed herein. These statements may include projections and other “forward-looking statements” within the meaning of the federal securities laws. Any such projections or statements reflect Arête’s current views about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from those projected. Important factors that could cause the actual results to differ materially from those projected include, without limitation, Arête’s inability to meet the conditions to acquiring its current business including providing financing to provide for servicing current and new contracts; unexpected difficulties encountered in the investment market, competition, government regulation or other action, the ability of management to execute its plans to meet its goals and other risks inherent in their businesses that are detailed in their Securities and Exchange Commission (“SEC”) filings.
10Q filed March 4 2011
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
_____________________
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended: September 30, 2010
Or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from ___________________ to _______________________
Commission File Number 33-16820-D
ARÊTE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado
84-1508638
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
P.O. Box 141 Westminster, Colorado
80036
(Address of Principal Executive Offices)
(Zip Code)
303-427-8688
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
Large
Accelerated Filer []
Accelerated
Filer []
Non-Accelerated Filer []
(Do not check if a smaller reporting company)
Smaller Reporting
Company [X]
As of March 2, 2011, Registrant had 497,155,754 shares of common stock issued and outstanding.
Table of Contents
Part 1 - Financial Information
Item 1 - Financial Statements (Unaudited)
3
Item 2 - Management’s Discussion and Analysis and Results of Operations
10
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
13
Item 4 - Controls and Procedures
13
Part 2 - Other Information
Item 1 - Legal Proceedings
14
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds
14
Item 3 - Defaults upon Senior Securities
14
Item 4 - Submission of Matters to a Vote of Security Holders
13
Item 5 - Other Information
14
Item 6 - Exhibits
15
- 2 -
Part 1 - Financial Information
Item 1 - Financial Statements (Unaudited)
ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
December 31,
September 30,
ASSETS
2009
2010
Current assets
Cash and cash equivalents
$ 16,764 $ 3,732
Prepaid expenses
- 643,403
Revenue receivable
21,693 10,777
Total current assets
38,457 657,912
Furniture and equipment, at cost net of accumulated
depreciation of $139,902(2009) and $173,076(2010)
321,965 288,791
$ 360,422 $ 946,702
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable
$ 493,719 $ 671,449
Accrued expenses
145,754 266,843
Accrued payroll taxes
233,559 233,559
Advances and stock loans
- 975,000
Notes payable & advances related parties
492,125 492,125
Total current liabilities
1,365,157 2,638,977
Stockholders' deficit
Convertible Class A preferred stock; $10 face value,
1,000,000 shares authorized
Series 1, 30,000 shares authorized, 0 (2009)
and 0 (2010) shares issued and outstanding
- -
Series 2, 25,000 shares authorized, 0 (2009)
and 0 (2010) shares issued and outstanding
- -
Common stock, no par value; 499,000,000 shares
authorized, 493,155,754 (2009) and 493,155,754 (2010)
13,587,403 13,611,903
shares issued and outstanding
Accumulated deficit
(14,592,138 ) (15,304,178 )
Notes receivable from sale of stock
-
Total stockholders' deficit
(1,004,735 ) (1,692,275 )
$ 360,422 $ 946,702
See accompanying notes
- 3 -
ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended and nine months ,
(UNAUDITED)
Three Months
Three Months
Nine Months
Nine Months
Ending September 30,
Ending September 30,
Ending September 30,
Ending September 30,
2009
2010
2009
2010
Revenues
Oil & gas revenue
$ 44,441 $ 34,606 $ 127,573 $ 135,086
Other income
- - - -
Total revenues
44,441 34,606 127,573 135,086
Operating expenses
Oil & gas operating expenses
70,598 79,629 200,719 247,278
Depreciation
11,055 11,065 33,165 33,174
Rent
750 1,009 2,831 2,679
Other operating expenses
9,391 188,793 39,599 528,602
Total operating expenses
91,794 280,496 276,314 811,733
Net loss from operations
(47,353 ) (245,890 ) (148,741 ) (676,647 )
Other income (expense):
Interest expense
(11,798 ) (11,798 ) (35,393 ) (35,393 )
Interest income
- - - 1
Total other income (expense)
(11,798 ) (11,798 ) (35,393 ) (35,392 )
Net income (loss)
$ (59,151 ) $ (257,688 ) $ (184,134 ) $ (712,040 )
Basic and diluted loss per share
* * * *
Weighted average common shares outstanding
493,000,000 495,000,000 493,000,000 494,000,000
* Less than $.01 per share
See accompanying notes
- 4 -
ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF ACCUMULATED DEFICIT
For the nine months ended September 30, 2010
(UNAUDITED)
Common Stock Shares
Amount
Accumulated
Deficit
Total
Balance at December 31, 2009
493,155,754 $ 13,587,403 $ (14,592,138 ) $ (1,004,735 )
Issuance of common stock to directors
and consultants for services
4,000,000 24,500 24,500
Net loss
(712,040 ) (712,040 )
Balance at September 30, 2010
497,155,754 $ 13,611,903 $ (15,304,178 ) $ (1,692,275 )
See accompanying notes
- 5 -
ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
For the nine months ended, September 30,
(UNAUDITED)
2009
2010
Cash flows from operating activities:
Net (loss) income
$ (184,134 ) $ (712,040 )
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
33,164 33,174
Stock and options issued for services and
interest on notes
10,000 24,500
Changes in assets and liabilities:
Accounts receivable
(9,017 ) 10,916
Advances
30,000 -
Prepaid expenses
(8,545 ) (643,401 )
Accounts payable
60,850 177,730
Advances and stock loans
- 975,000
Accrued expenses
47,644 121,089
Total adjustments
164,096 699,008
Net cash provided in operating activities
(20,038 ) (13,032 )
Cash flows from investing activities:
Purchase of property and equipment
- -
Net cash used in investing activities
- -
Cash flows from financing activities:
Reciept of advances - related parties
- -
Payment of advances - related parties
- -
Net cash provided by financing activities
- -
Net increase (decrease) in cash and cash equivalents
(20,038 ) (13,032 )
Cash and cash equivalents at beginning of period
23,904 16,764
Cash and cash equivalents at end of period
$ 3,866 $ 3,732
Supplemental disclosure of cash flow information:
2009 2010
Interest paid during the period
$ - $ -
Income taxes paid during the period
$ - $ -
Supplemental disclosure of non-cash investing and financing activities:
During the nine months ended September 30, 2010 wages to officers and directors and fees to
consultants of $24,500 were paid by the issuance of common stock
During the nine months ended September 30, 2009 wages to officers and directors and fees to
consultants of $10,000 were paid by the issuance of common stock
See accompanying notes
- 6 -
ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
1. Basis of Presentation
The accompanying financial statements have been prepared by the Company and its subsidiary, without audit. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of the financial position as of December 31, 2009 and September 30, 2010, and the results of operations, stockholders’ deficit, and cash flows for the periods ended September 30, 2009 and September 30, 2010.
The Company purchased and is operating a gas pipeline in Wyoming. Aggression Sports, Inc. (inactive) has discontinued operations and is consolidated in the Company’s financial statements.
The Company has incurred significant losses and at September 30, 2010, the Company has a working capital deficit of $1, 981,065 and a stockholders' deficit of $1, 692,275. As a result, substantial doubt exists about the Company's ability to continue to fund future operations using its existing resources.
The Company continues to rely on infusions of debt and equity capital to fund operations. The Company relies principally on cash infusions from its directors and affiliates, deferred compensation and expenses from the executive officers, and paid a significant amount of personal services, salaries and incentives in the form of common stock and common stock options.
2. Delinquent amounts payable
As of September 30, 2010, the Company is delinquent on payments of various payroll taxes and penalties from the fiscal years prior to fiscal 2002. Failure to pay these liabilities could result in liens being filed on the Company's assets and may result in assets being attached by creditors resulting in the Company's inability to continue operations.
3. Income taxes
The book to tax temporary differences resulting in deferred tax assets and liabilities are primarily net operating loss carry forwards of $7,528,753 which expire in years through 2029.
100% valuation allowance has been established against the deferred tax assets, as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured.
4. Discontinued Operations
The Company's decision to pursue projects and investments in traditional oil and gas required that it take the decisive step to formally discontinue its former operations beginning August 1, 2003. This decision is reflected by a change in the presentation of the Company's financial statements to segregate discontinued operating results in previous periods from continuing operations going forward. There is no effect in the current three month period of this reclassification.
During 2003, the Company abandoned the development of Aggression Sports Inc., a subsidiary. At September 30, 2010, the remaining liabilities of this division were $79,351 in unpaid payroll taxes.
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ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
5. Stock transactions
During the nine months ended September 30, 2010, the Company issued a total of 4,000,000 common shares for compensation of consultants, valued at an aggregate of $24,500.
During the three months ended September 30, 2010, the Company issued a total of 4,000,000 common shares for compensation of officers, directors and consultants, valued at an aggregate of $24,500.
The Company had a director of the Company pay for consulting services related to the marketing of the Company, its financing and financial operations. The director paid the consultants 32,000,000 shares of his stock in exchange for the services valued at $ 230,000. One of the contracts is for a period of one year, the fiscal year 2010, amortized over that period. The second contract is for two years beginning January 1, 2010 and will be amortized over the two year period. The unused balance of the contact is carried as prepaid expenses. The stock will be repaid in equal shares when the Company has shares available to repay the stock and will be adjusted in the event of stock reverse on a prorate basis.
The Company owes a director for services related to the operations of the pipeline business and purchase of oil & gas property. The board of directors has agreed to pay the director on a three year contract beginning January 1, 2010 $245,000 to be paid in the form of 35,000,000 shares of common stock. The expense will be amortized over the life of the contract at $30,625 per quarter and the unused balance being carried as prepaid expenses. The contract will be paid in shares of common stock when the Company has shares available to pay the contract and will be adjusted in the event of stock reverse on a prorate basis.
The Company entered into a consulting contract for financing, structure, and investor services on March 2, 2010 for 80,000,000 shares of Common Stock valued at $500,000. The contract is for a period of three years and will be amortized over a thirty-six month period. The contract will be paid in shares of common stock when the Company has shares available to pay the contract and will be adjusted in the event of stock reverse on a prorate basis.
The Company owes its directors for services for part of 2008, 2009, and 2010. They are accruing $78,000 in the first three quarters of 2010 to be paid in the future with 5,693,181 shares of Common Stock valued at $0.0137 per share.
The Company has authorized shares of 500,000,000 shares of Common Stock and has issued 497,155,754 shares of Common Stock. They will have to increase their authorized common stock to meet the obligations described above by paying with Common Stock. The total of Common Stock obligated is 152,693,181 shares at September 30, 2010.
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ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
6. Notes payable and advances – related parties
The officers and directors of the Company have advanced funds to pay for the filing and other necessary costs of the Company. The following are the advances from the officers and directors:
As of December 31, 2009 and September 30, 2010, the Company owed the related parties are unsecured, due on demand, and working capital advances:
2009 2010
Advances – Donald Prosser
$ 200,000 $ 200,000
Advances – Donald Prosser
24,290 24,290
Advances – Charles Gamber
4,966 4,966
Advances – William Stewart
20,219 20,219
Advances – William Stewart
75,000 75,000
Advances – Charles Davis
125,000 125,000
Advances – Charles Davis
40,000 40,000
Advances – John Herzog
2,650 2,650
Balances
$ 492,125 $ 492,125
Approximately $460,000 of the advances bear interest at 9.6% per annum.
Approximately $32,125 of the advances bear interest at 8.0% per annum.
The Company has related party payables of accrued interest to the officers and directors above of $151,993 at September 30, 2010. In addition, the Company owes an entity owned by Charles Davis, DNR Oil & Gas, Inc. The balance owed to DNR Oil & Gas, Inc. as of September 30, 2010 for expenses of $103,498 included in accounts payable and production to the operator of $495,473 also included in accounts payable. In addition, Donald W. Prosser advanced $33,312 at no interest as of September 30, 2010.
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Item 2 - Management's Discussion and Analysis and Results of Operations
Forward Looking Statement
Some of the statements contained in this quarterly report of Arête Industries, Inc., a Colorado corporation (hereinafter referred to as "we", "us", "our", "Company" and the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.
Critical accounting policies
The Company has identified the accounting policies described below as critical to its business operations and the understanding of the Company's results of operations. The impact and any associated risks related to these policies on the Company's business operations is discussed throughout this section where such policies affect the Company's reported and expected financial results. The preparation of this Report requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities of the Company, revenues and expenses of the Company during the reporting period and contingent assets and liabilities as of the date of the Company's financial statements. There can be no assurance that the actual results will not differ from those estimates.
Stock issuances
The Company has relied upon the issuance of shares of its common and preferred stock, and options to purchase its common stock and preferred stock to fund much of the Company's operations. The following describes the methods used to record various stock related transactions.
Stock issued for services is valued at the market price of the Company's stock at the date of grant.
Compensation related to the issuance of stock options to employees and directors is recorded at the intrinsic value of the options, which is the market price of the Company's common stock less the exercise price of the option at the measurement date. The Company's common stock issued to consultants is recorded at the market price of the Company's common stock at the measurement date. The Company's common stock options issued to consultants are recorded at the fair value of the Company's options computed using the Black-Scholes Model.
Plan of Operation
Arête, as part of its new business plan developed in mid 2005, has begun the process of pursuing a merger candidate for the parent company Arête Industries, Inc. as soon as possible. To make a merger an alternative for the future of Arête and its shareholders we have begun the task of settling old liabilities including the payroll taxes, wages and other related payroll liabilities. The ownership of and the future of Aggression Sports, Inc. and its related liabilities have added to the process. We are pursuing a merger or active business for Aggression Sports, Inc. and have to be able to settle their debt as part of the process. We have had some discussions with a candidate but have no plan or letter of intent.
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In the first quarter of 2006 we have begun identifying possible merger candidates and have begun discussions on a merger with more than one company. The main requirement for a merger to take place will be the resolution of all remaining debt that the company has outstanding that would allow for a merger candidate to accept a proposal of debt liquidation and allow us to move forward with a merger. While we are very optimistic about our progress in identifying merger candidates to benefit the shareholders of this company there are no assurances that we can resolve all of our debt obligations meet remaining expenses gain any significant revenue for operations in the immediate future.
In September 2006, the company acquired a gas gathering system (Pipeline and compressor station related assets) located in Campbell County, Wyoming. This system was constructed in late 2001 and began operations early in 2002. The system consists of 4.5 miles of 8-inch coated steel pipeline. This pipeline is currently transporting approximately 900,000 Mcf (thousand cubic feet) of coal bed methane per day and is cash flowing from its operations. This system has a current throughput capacity of approximately 4 million cubic feet (“MMcf”) of gas per day. Gathering fees are subject to contracts which are life of lease or 10-year contracts expiring in 2012. In 2008 we have negotiated a purchase of oil & gas properties operated and controlled by DNR Oil & Gas, Inc. The offer to purchase is subject to financing and we are continuing to pursue financing with several lenders and loan brokers.
Financial Condition
In prior periods, we wrote off Aggression Sports, Inc.'s fixed assets and inventory and molds held for disposal from discontinued operations. Additionally, we continue to reduce certain amounts payable from discontinued operations as extinguishment of debt, through the passage of statutes of limitation. We expect future write-downs and reclassifications from discontinued operations and extinguishment of debt to be nominal and incremental in nature.
As of the end of the nine months ended September 30, 2010, the Company had $946,702 in total assets. This compares to total assets of $360,422 as of the fiscal year ended December 31, 2009. Total liabilities were $2,638,977 as of September 30, 2010 compared to $1,365,157 as of the fiscal year ended December 31, 2009. Accounts payable and accrued expenses at September 30, 2010 were $938,292 as compared to $639,473 at December 31, 2009. Advances and notes payable to related parties at September 30, 2010 were $492,125 as compared to $492,125 at December 31, 2009. During the nine months ended September 30, 2009, total liabilities were increased by $1,273,820, with $298,820 due to operation of the pipeline and related costs and overhead costs, and $975,000 for payment of contracts for services. Net (loss) was $(712,040), increasing the accumulated deficit as of September 30, 2009 to $15,304,178, as compared to an accumulated deficit as of December 31, 2009 of $14,592,138.
During 2003, the Company abandoned the development of the Aggression Sports, Inc. subsidiary. At September 30, 2010, the remaining liabilities of this subsidiary were $102,554 in unpaid payroll taxes. As of September 30, 2010, the consolidated entity owes $233,559 in unpaid payroll taxes of which $44,408 applies specifically to the parent company for periods through the fourth quarter of 2000.
During the nine months ended September 30, 2009, the Company continued to rely upon infusions of cash from loans and loans of stock by officers and directors. During the nine months ended September 30, 2010, the Company paid $24,500 in compensation to consultants and professionals with 4,000,000 shares of common stock. During the nine months ended September 30, 2010 we entered into several contracts and agreements to be paid in the future or presently with common stock loaned for payment. The following are these transactions: 1) The Company had a director of the Company pay for consulting services related to the marketing of the Company, its financing and financial operations. The director paid the consultants 32,000,000 shares of his stock in exchange for the services valued at $ 230,000. One of the contracts is for a period of one year, the fiscal year 2010, amortized over that period. The second contract is for two years beginning January 1, 2010 and will be amortized over the two year period. 2) The Company owes a director for services related to the operations of the pipeline business and purchase of oil & gas property. The board of directors has agreed to pay the director on a three year contract beginning January 1, 2010 $245,000 to be paid in the form of 35,000,000 shares of common stock. 3) The Company entered into a consulting contract for financing, structure, and investor services on March 2, 2010 for 80,000,000 shares of Common Stock valued at $500,000. The contract is for a period of three years and will be amortized over a thirty-six month period.
- 11 -
Results of operations for the Nine Months ended September 30, 2010 Compared to Nine Months ended September 30, 2009.
The Company had $135,086 in revenues from operations during the nine months ended September 30, 2010, and had $127,573 in revenues during the comparable period ended September 30, 2009. The price of natural gas for the nine months ended September 30, 2010 was below $4.00 per mmcf . Net loss from operations for the nine months ended September 30, 2010 was $(676,647) as compared to a net loss from operations of $(148,741) for the nine months ended September 30, 2009. The net loss for the quarter ended September 30, 2010 was $(712,040) which includes $35,393 in interest expense. The net loss during the nine months ended September 30, 2009 was reduced by $34,421 of interest expense, resulting in net loss of $(184,134) for the period.
Results of operations for the Three Months ended September 30, 2010 Compared to Three Months ended September 30, 2010.
The Company had $34,606 in revenues from operations during the quarter ended September 30, 2010, and had $44,441 in revenues during the comparable period ended September 30, 2008. The price of natural gas for the three months ended September 30, 2010 was below $4.00 per mmcf. Net loss from operations for the quarter ended September 30, 2010 was $(245,890) as compared to a net loss from operations of $(47,353) for the quarter ended September 30, 2009. The net loss during the quarter ended September 30, 2010 was $(257,688) for the period. The net loss for the quarter ended September 30, 2009 was $(59,151).
The Company rents space for file storage and furniture for $430 for the nine months ended September 30, 2010. The Company uses space rented by Director for meetings and to keep current records and pays $750 per quarter or $2,250 for the nine months ended September 30, 2010.
As stated above, we will continue to operate the Company on an austere program of minimum overhead, while utilizing skills of its board members, independent contractors as administrative staff and individual independent contractors with expertise in business development, capital acquisition, corporate visibility, oil and gas development, geology and operations with the use of our common stock as incentives during the development of our business model. Further as opportunities for participation in profitable revenue producing projects come forward, we intend that consultants and advisors will be offered compensation from revenues or interests, direct participations, royalties or other incentives from the specific projects to which they contribute. While reducing the amount of variable costs, there is almost no way to reduce or offset our fixed expenses related to office expense, legal, accounting, transfer agent fees, Securities Act reporting, corporate governance, and shareholder communications. Our future expectation is that monthly operating expenses will remain as low as possible until new opportunities are initiated, of which there can be no assurance, in which event, the operating costs of the Company may increase relative to the need for administrative and executive staff and overhead to provide support for these new business activities.
Liquidity and Capital Resources
The Company had a working capital deficit as of September 30, 2010 of $1,981,065. This compares to a working capital deficit of $1,326,700 as of December 31, 2009. During the nine months ended September 30, 2010 an aggregate of 4,000,000 shares of common stock were issued for aggregate consideration of $24,500 (for an average of $0.006 per share).
The Company had a stockholder's deficit at September 30, 2010 of $1,692,275. This is compared to stockholder's deficit at December 31, 2009 of $1,004,735. The stockholder's deficit increased due the Company's operating loss and increased by the payment of services with the issuance of stock.
- 12 -
The Company has net cash (used) by operating activities for the nine months ended September 30, 2010 of $(13,032) as compared to net cash (used) by operating activities of $(20,038) for the nine months ended September 30, 2009.
The Company had no net cash used in investing activities for the nine months ended September 30, 2010 and for the nine months ended September 30, 2009.
The Company had no net cash provided by financing activities for the nine months ended September 30, 2010 and for the nine months ended September 30, 2009.
At September 30, 2010, the Company had no material commitments for capital expenditures.
Management believes that the Company will experience significant difficulty internally raising significant additional equity capital or debt until these matters have been resolved and the Company has eliminated a substantial amount of its outstanding debt and/or achieves operating revenue from its oil and gas operations. The Company looks to earn management fees through its newly formed subsidiary and revenue from proposed oil and gas development activities that it can earn-in on successful financing and commencement of operations, of which there is no assurance.
Unless and until it achieves success in its proposed activities, of which there is no assurance, the Company may continue to be required to issue further stock to pay executives, consultants and other employees, which may have a continuing dilutive effect on other shareholders of the Company. Failure of the Company to acquire additional capital in the form of either debt or equity capital or revenue from proposed operations will most likely impair the ability of the Company to meet its obligations in the near-term.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
The Company is defined by Rule 229.10 (f)(1) as a “Smaller Reporting Company” and is not required to provide or disclose the information required by this item.
Item 4 - Controls and Procedures
As of September 30, 2010 our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Exchange Act, the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.
Further, there were no changes in our internal control over financial reporting during the first fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
- 13 -
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.
None
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3 - Defaults upon Senior Securities.
None
Item 4 - Submission of Matters to a Vote of Securities Holders.
None
Item 5 - Other Information.
None
Item 6. Exhibits
The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein.
31.1
Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of CFRO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- 14 -
ARÊTE INDUSTRIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
By:
/s/ Charles L. Gamber, CEO
Charles L. Gamber, Principal Executive Officer
Dated: March 4 , 2011
By:
/s/ John Herzog, Interim CFO
John Herzog,
Interim Principal Financial and Accounting Officer
Dated: March 4, 2011
- 15 -
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles L. Gamber, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Arête Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: March 4, 2011
By:
/s/ Charles L. Gamber
Charles L.Gamber, Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Herzog, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Arête Industries, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including any consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
March 4, 2011
By:
/s/ John Herzog
John Herzog, Interim Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Arête Industries, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles L. Gamber, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
March 4, 2011
By:
/s/ Charles L. Gamber
Charles L.Gamber, Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Arête Industries, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Arête Industries, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Herzog, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
March 4, 2011
By:
/s/ John Herzog
John Herzog, Interim Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Arête Industries, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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