Monday, May 20, 2013 6:58:52 AM
OneMessageOnly ALL IN ONE DD:
O/S - 82,833,544
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=87996630
A/S - 300M
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EMPLOYEES – Green Energy
CEO Director – Joe Durant
CFO/Director Gerry Shirren
Exec.VP Business Development, Director = Frank O Donnell:
CFO - On February 1, 2013, Roger Silverthorn became the Chief Financial Officer
About Green Energy Renewable Solutions
Green Energy Renewable Solutions is a developer and operator of municipal solid waste and construction and demolition waste processing and recycling facilities. The Company operates with long-term supply agreements to process waste materials into valuable recyclables and reduce waste volume going into landfills by up to 85%. Green Energy Renewable Solutions has developed a strategic plan to create sustainable renewable energy with waste-to-energy power plants and the production of waste derived fuels. For more information about Green Energy (Cirque Energy) please visit http://www.cirque-energy.com.
Cirque Energy Employees:
Tom Coté, Roger Silverthorn and Richard Fosgitt will become officers of Green Energy
Mr. Silverthorn and Mr. Coté will also join the company’s Board of Directors.
Frank O’Donnell will continue as Chairman of the Board
Joe DuRant and Dan Garmin will continue as Directors.
About Cirque Energy, LLC
Cirque Energy LLC is a renewable energy development company based in Michigan, whose team has strong experience in development, design, financing, construction, and operations of biomass facilities. The Cirque team develops, builds, and operates small to midsize renewable energy power plants utilizing gasification technology, providing new base-load energy demands with sustainable energy solutions. Our focus includes working with industrial clients to develop solutions to provide long-term predictable costs of energy, while maximizing energy efficiency through the use of combined heat and power (CHP) systems.
New Company: Cirque Energy:
Green Energy intends to change its name to Cirque Energy, Inc. and intends to apply for a new trading symbol
Chairman of the Board = Frank O’Donnell
Chief Executive Officer = Joseph DuRant
Chief Financial Officer = Roger Silverthorn
Chief Operating Officer; = Tom Coté
Design and Development Officer.= Richard Fosgitt
Cirque Energy New Management Team
Frank A. O’Donnell, Chairman of Board of Directors
Mr. O'Donnell founded Universal Electronics Inc. which went public in '93 and has sold over 200 million universal remotes. He was responsible for the establishment of the universal remote control in the cable television and satellite industries with companies like Motorola, Scientific Atlanta, Time Warner Cable and Comcast. Mr. O’Donnell serves as a director of several other companies including E World Corp, a renewable energy solutions company and Battery Power Technologies, Inc. Mr. O’Donnell graduated from Northern Illinois University and holds both a bachelor’s degree in Finance and MBA from NIU.
Joseph L. DuRant, CEO
Mr. DuRant has been an entrepreneur and business consultant for the past 25 years. His expertise includes structuring, developing, operating and financing start-up and early-stage companies including one that went public as NASDAQ listed company. Mr. DuRant formed Green Renewable Energy Solutions in 2009 and dedicated the next two years to conducting extensive research of renewable energytechnologies, including wind, solar, landfill methane production and gasification applications. The plan developed for commercial deployment of waste-to-energy generation production using conversion and diversion strategies became the basis for the Green Energy business model. In 2011 Mr. DuRant joined with Frank O’Donnell to launch Green Energy Renewable Solutions. Mr. DuRant earned a B.S. Degree in Finance and Business Administration from Newberry College in South Carolina.
Thomas Coté, COO
Mr. Coté is a construction and real estate professional with 28 years of experience. Most recently he has been involved in the development of several energy projects including; ethanol, biomass, waste to energy and agricultural products to energy. Tom brings the team an experienced hands-on approach to project development and implementation. In his career, Tom has been responsible for delivering complex construction projects in the United States, Europe, and Asia. Tom’s focus includes; establishing the overall business strategy, providing the vision and purpose to advance the company’s mission and objectives as well as project planning, go / no go decision making, pre-construction, customer relations, business development, and program management support.
Roger Silverthorn, CPA, Chief Financial Officer
Mr. Silverthorn has over 30 years of experience in the renewable energy business and power plant owner and operator of eight solid fuel biomass power plants in two countries and several states. He led the development of a vertically integrated fuel system in appropriate jurisdictions. Roger also developed a renewable energy marketing company, among the first in the United States. He was an early entrant to the renewable energy business when renewable power generation was in its infancy. His background as a CPA in public accounting has been invaluable to his success.
Richard Fosgitt, PE, Design and Development Officer
Mr. Fosgitt is a professional engineer with over 20 years of experience in engineering projects in a diverse array of size in the industrial, energy and development sectors. He has recently been involved in the development of several energy projects including biomass, waste to energy, agricultural products to energy, and wind energy. His design experience with a number of energy systems allows him to assess customer desires and develop the optimum system to meet those needs within the required economic parameters. In addition, he is experienced with site assessment, due diligence, environmental permitting, and engineering approvals
Dan Garman, Director and Marketing Advisor
Mr. Garman is a broker in the waste and recycling industry. He has been a broker for waste and recycling providers in Michigan since April 2002. Currently, his business is servicing over $40MM annually in government contracts and over $10MM in private industry. Mr Garman, and his company, Crossroads Consulting, Inc., have been engaged as the lead recycling broker for Green Energy Renewable Solutions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In September 2009, the company executed a 40 to 1 reverse split following the approval of a majority of the shareholders with the holders of over 56% of the shares eligible to vote supporting the Board’s decision for the reverse split.
In January of 2012, the company executed a 5 to 1 reverse split following the approval of the majority of the shareholders holding over 71% of the shares eligible to vote supporting the Board’s decision for the reverse split. The reverse split along with the change of name to Green Energy Renewable Solutions, Inc. was approved by FINRA on January 26, 2012. Additionally on June 27, 2012, the Company approved a one for one stock dividend for shares held on June 29, 2012 and the dividend shares were issued following FINRA approval on July 27, 2012
On June 27, 2012 the Company announced that its Board of Directors had approved a one share for one share stock dividend of the Company’s common stock, regarding this as an effective forward split. Each shareholder of record at the close of business on June 29, 2012 will receive one additional share for every outstanding share held on the record date. The Articles were amended to reflect this on July 16, 2012 and this received FINRA approval on July 27, 2012. All share amounts in the Financial Statements have been restated to reflect the dividend share/forward split.
Period Ending High Low
December 31, 2012 $0.027 $0.025
September 30, 2012 $0.120 $0.094
June 30, 2012 $ 0.440 $0.289
March 31, 2012 $ 0.500 $0.500
Holders
Total shares outstanding as of December 31, 2012 were 62,636,850; and were held by approximately 80 shareholders of record and an undetermined number of holders in street name.
The Green Energy business model is summarized as follows:
1. Secure existing large scale waste streams through acquisition of landfills, joint ventures and contracts with source generators (Acquired waste streams include both municipal solid waste (“MSW”) and construction & demolition debris (“C&D”).
2. Secure short term revenue and cash flow through landfill remediation plans, introduction of recycling strategies applicable to established waste streams.
3. Introduction of Waste to Energy (“WTE”) technology to generate fuels and electricity for sale under long-term contracts.
4. Joint venture and Investment in conversion technologies will offer additional revenue opportunities and will reduce internal capital costs and capture future revenue from external technology sales.
On April 17, 2012, the Board approved the issue of common stock as a bonus incentive to company management with the issue of 5,200,000 shares of common stock to each of CEO Joe DuRant and Executive Vice President Business Development Frank O Donnell and 2,600,000 shares of common stock to CFO Gerry Shirren totaling in value of $3,315,000 which is included in executive and directors compensation totaling $3,526,970. The stock issued reflects the effect of the stock dividend/forward split.
F- 10
Shares Value
Joe Durant: CEO, Director 5,200,000 $ 1,326,000
Gerry Shirren: CFO, Director, 2,600,000 663,000
Frank O Donnell: Exec.VP Business Development, Director 5,200,000 1,326,000
Total 13,000,000 $ 3,315,000
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2012; the beneficial ownership of Green Energy Renewable Solutions, Inc. common stock by each person known to the company to beneficially own more than five percent (5%) of the company’s common stock, including options, outstanding as of such date and by the officers and directors of the company as a group. Except as otherwise indicated, all shares are owned directly :
Common Stock
Amount and Nature Percentage
Name and Address of Beneficial Owner of Beneficial Ownership Acquirable of Class
Joe DuRant* 5,200,000 - 8.30 %
Gerry Shirren 2,600,000 - 4.15 %
Frank O Donnell* 5,200,000 - 8.30 %
Dan Garman - - -
Officers and Directors as a Group 13,000,000 - 20.76 %
Total Shares Issued and Outstanding 62,626,850
Owners of 5% or More
Blue Atelier 13,800,000 22.03 %
CEDE & Co. 15,681,295 25.04 %
E World Corp 7,311,640 11.67 %
Green Renewable Energy Solutions 9,209,334 14.70 %
*See note below
From 10K-Amended
Revenues for year ended December 31, 2012: $12
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of April 15, 2013, computed by reference to the bid/ask price of $.0253 at April 15, 2013 is $1,000,000
State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 15, 2013: 72,173,880 shares of common stock.
Smaller Reporting Company Yes
Green Energy Renewable Solutions, Inc. (OTCQB: EWRL) (“Green Energy”) announced today that upon advice of the Company’s Board of Directors and Officers, the majority shareholders have approved an increase in the number of authorized shares of Green Energy common stock from 150,000,000 to 300,000,000. The Company stated that the increase in authorized shares is intended to position the Company for future equity financing opportunities.
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You better believe it:
"Our success in this industry is reflected in numbers. We have been ranked 2nd nationally among Green Industrial and Manufacturing Design Firms (ENR Top 100 Green Design Firms, 2012) and 7th among Solar Generation DesignFirms (ENR, 2012)."
That is from the SSOE Group:
http://cmp.ly/6/xd9T4R
And again..to reiterate the connection:
http://cmp.ly/6/YPonWT
http://cmp.ly/6/nNk65J
Pretty much a given...and to think that I am just using him as an example currently. Almost a joke...given the other members of this company. I'll hit them up later.
Getting close to putting a target price on this.....and believe me.....it's not cheap!
http://disclosur.es/7BCpJT
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DD – POSTS
It's non-financial. Here's a good link for a better understanding:
A merger may take either of the two forms, absorption or consolidation.
The combination of two or more companies into an existing company, where all the companies except one lose their identity is termed as a merger through absorption.
The combination of two or more companies into a new company, where all the companies lose their identity is termed as a merger through consolidation. Here, the acquired company transfers its assets, liabilities and shares to the acquiring company in exchange of cash or shares.
Business Management:
Mergers and Acquisitions
At the heart of any M&A initiative, there is a desire to gain a competitive advantage in the market. Just as in a marriage, two entities can increase their resources and expect a better future by exploiting the synergy between them.
There might be the financial or non-financial motives for companies engaging in M&A activity.
On the financial front, a merger might allow the acquiring firm to enjoy a potentially desirable portfolio effect by achieving risk reduction while maintaining or increasing the firm's rate of return. For example, the cyclical businesses of two firms can be combined to ensure a steady stream of business throughout the year. Another financial motive may be the tax loss carry-forward if one of the merging companies has sustained a tax loss in recent years.
The non-financial motives for mergers and acquisitions might include the desire to expand management and marketing capabilities as well as the acquisition of new products and technologies. Basically, the firms are trying to gain some synergistic effect. For example, synergies may result from the elimination of overlapping functions in production and marketing.
Let us now look at mergers, its definition, forms, and types.
A merger is said to take place when two or more companies agree to combine, resulting in a new entity or with the resulting firm maintaining the identity of the acquiring company. Most economies prevent mergers between directly competing firms. The rationale is to prevent monopolistic market conditions where the consumer does not have any choice except just one seller. Allegations of monopolistic behavior have plagued Microsoft's operations in Europe.
A merger may take either of the two forms, absorption or consolidation.
The combination of two or more companies into an existing company, where all the companies except one lose their identity is termed as a merger through absorption.
The combination of two or more companies into a new company, where all the companies lose their identity is termed as a merger through consolidation. Here, the acquired company transfers its assets, liabilities and shares to the acquiring company in exchange of cash or shares.
There are three types of mergers, horizontal, vertical, and conglomerate.
Horizontal mergers take place in firms that are large and are complementary to the current business. Pooling complimentary resources will not only ensure that there is no overlap and related inefficiencies between the merged operations, but also help companies harness the synergy better. For example, mergers in the pharmaceuticals industry where research laboratories merge with drug manufacturers. The size also plays a major role because smaller players would not be able to achieve substantial economies of scale by combining production or marketing efforts.
Vertical mergers take place between firms in different stages of production or operations. The basic aim of vertical mergers is to reduce the costs of looking for best prices, contracting, payment collection, communication costs and increase coordinated production. Vertical mergers essentially integrate companies, which operate in various stages in the value chain of a vertical market. They can be of two types, forward and backward integration. Forward integration takes place when the producer of a raw material finds a regular procurer of its products and combines with it. Backward integration takes place when manufacturer finds a supplier of raw materials and takes it over.
Conglomerate mergers are mergers where the merging firms have no relationship and are players in different or unrelated activity. The motive for these kinds of mergers is the firm's need to diversify its business. Conglomerate mergers can be of three types, financial, managerial, and concentric.
Now that we have covered mergers, let us look at acquisition and its types.
Acquisition can be defined as the act of gaining a majority stake in the target firm by an acquiring firm. The target and acquiring companies may remain independent entities, but the control of the company may rest with the acquiring company. There are many factors that might attract an acquiring company to the target company: The acquiring company might be looking to establish a parent-subsidiary relationship, break the target firm and dispose off its assets, or take the target firm private by a small group of investors
A corporate acquisition can be achieved in a friendly or a hostile takeover.
In a friendly takeover, the acquiring firm makes its intentions clear to the management of the target firm. A financial proposal involving either a merger, consolidation or the creation of parent-subsidiary relations is presented to the management. The takeover takes place after the management's approval.
There may be cases where the management of a firm does not wish to merge with another firm. In such cases, the acquiring firm may buy the target firm's stock in exchange for cash, shares or other securities directly from the shareholders, thus bypassing the management. In this way the acquiring firm might buy a majority stake in the target company.
Mergers and acquisitions were perhaps not that relevant in the older closed economies, but in today's world their importance cannot be undermined. In the corporate world, where only the fittest survive, knowledge about the intricacies of M&A is a weapon you can use to save yourself as well as hunt for a better future.
Information is for educational and informational purposes only and is not be interpreted as financial or legal advice. This does not represent a recommendation to buy, sell, or hold any security. Please consult your financial advisor.
You see the difference? Here's a good link :
http://cmp.ly/6/acndYC
http://disclosur.es/7BCpJT
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Here's a tease and "just one example" of the gigs coming that can be bid on. Just a word of caution....there will be plenty of these.....so don't get your hopes up on just one project...that's just being foolish. Plenty of time here...and this is just the Army:
Fort Drum Request for Proposal (RFP) Solicitation Release
On December 12, 2012, the Defense Logistics Agency - Energy, in close coordination with the Army Energy Initiatives Task Force (EITF), released a Request for Proposal (RFP) for electrical power from a biomass generation facility for up to 28 megawatts located on or contiguous to Fort Drum in Watertown, New York. The Solicitation, SP0600-13-R-0401, is posted on the Federal Business Opportunities website at www.fbo.gov.
This is an open RFP for the Army to procure power through a Power Purchase Agreement (PPA) for bids up to 25 years forrenewable energy to be purchased by Fort Drum. Under the PPA, the Army will only purchase the energy that is produced; no generation assets will be acquired. The selected contractor will finance, design, build, operate, own, and maintain the energy plants. All interested companies are encouraged to prepare a response to the solicitation, which closes on April 11, 2013.
A pre-proposal conference will be held in early 2013. This event will provide participants with a better understanding of the general procurement process and specific contract considerations, so they may provide a more comprehensive proposal addressing the Army's requirements. This event will also include a tour of the potential site. Details about the pre-proposal conference will be posted on the EITF website at www.armyeitf.com in the next few weeks.
http://disclosur.es/7BCpJT
It means that if you are speculating on purchasing a "cheap" equity in an environment where the Army has committed 7 billion dollars towards their share of the 3GW demand(their share is 1GW), and there is experience requirement in the submittedproposals...then...You better make sure that the guys on your team are qualified to do the job.
There is nothing fine and dandy about that. It's being diligent with your homework..be it...research. These biomass...etc.. plays have been mostly crap since 2008 and previous. They played off the high fuel costs and suckered individuals into buying the hype.
This guy "divested" in 2008....he has foresight. He sold the DOW Midland project($100 million) to his then partner in 2011(started in 2010). Cited delays...and guess what?....DOW Corning and VC Energy mutually terminated that project in 2012.
Whether you are in or out..no matter....you just need to know where you stand with regards to any decision you make. I don't like biomass plays to be honest...because of the "wanna be's".....this one changed my perception on that....but only here....and it's early...so we will see.
http://disclosur.es/7BCpJT
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Scan site Chatroom:
Xander you can attest that EWRL was caught in the STT Chatroom early Thursday morning when it was trading at .005!!! We catch plays like this every week sometimes every day or every other day... We always have our scanners dialed in and rarely miss any of the big movers. At Fridays high of .018 we've already seen a 260% gain from EWRL. Others need to stop by our board and stay tuned cause you never know what we might catch off our scanners!!!http://investorshub.advfn.com/STT%28StockTradersTalk%29-26625/
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I think I need to rephrase this a bit. Here is the MATOC draft with regards to that:
Q4: What quantities of generating capacity, in installed megawatts ("MW"), is the Army looking to procure throughpower purchase agreements ("PPA") or equivalent contracts in each of the four categories (wind, solar, biomass, geothermal)?
A4: The Draft RFP sets out specific quantities of power, in total kilowatt-hours ("kWh") that the Army intends to procure through each of four types of contracts:
Extracted: Biomass!
(1) the MATOC will not likely offer the opportunity to bid on any specific project (i.e., a "seed project") because the Draft RFP covers multiple technologies, (2) the Army will grant multiple awards under the MATOC, (3) awards granted under the MATOC give awardees the right to bid on individual Task Order contracts issued by specific facilities for specificprojects (e.g., a Task Order for a 10 MW solar PV project at Joint Base Lewis-McChord in Washington), (4) parties that are not awardees in the MATOC process may not bid on these Task Orders. Thus, a developer must be an awardee under the MATOC/Final RFP in order to have the right to bid on individual project development opportunities
Extracted: An Awardee is a big thing!
http://cmp.ly/6/SFdmO0
Here's a another important bit....
The Army’s goal is to have 50% of the contracts awarded to “small companies”, defined as businesses engaged in the generation, transmission, and/or distribution of electric energy for sale with a total electric output for the preceding fiscal year of equal to or less than 4 million megawatt hours. To fulfill this goal, projects which have an energy production of 4 megawatts or less will only go to small businesses, projects with energy production between 4 and 12 megawatts will first be offered to small businesses and projects with an energy production of greater than 12 megawatts will be open to all competing companies. Large developers, however, are required to submit small business subcontracting plans and participation plans to ensure the involvement and participation of small businessenterprises.
Extracted: Large developers, however, are required to submit small business subcontracting plans and participation plans to ensure the involvement and participation of small business enterprises.
http://cmp.ly/6/qgroqZ
One important thing to consider provided by the Army...very important when looking at our guys' credentials:
https://www.fbo.gov/utils/view?id=cb3e9ea588649e2cd97cc3647d781345
So the PIN here!...........no matter what...even if we are not an awardee.....good assumption that some pie is coming here!........there's your smoking gun!(almost)
http://disclosur.es/7BCpJT
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These companies are the master bidders for the recently granted awards(geothermal). They are the only ones allowed to bid on mid-size to larger projects. Refer to some of my previous submissions. They will all have partners associated with such. They are also diverse in expertise and content:
http://cmp.ly/6/Vaiqu9
http://cmp.ly/6/WwqI5J
http://cmp.ly/6/FgJ9aL
http://cmp.ly/6/wv5Ck0
http://cmp.ly/6/1FNTO7
This should give a theme as to how the DOD is operating. Please comment as to how we fit in. This is looking better every day...I hope you all see this.
http://disclosur.es/7BCpJT
O/S - 82,833,544
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=87996630
A/S - 300M
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EMPLOYEES – Green Energy
CEO Director – Joe Durant
CFO/Director Gerry Shirren
Exec.VP Business Development, Director = Frank O Donnell:
CFO - On February 1, 2013, Roger Silverthorn became the Chief Financial Officer
About Green Energy Renewable Solutions
Green Energy Renewable Solutions is a developer and operator of municipal solid waste and construction and demolition waste processing and recycling facilities. The Company operates with long-term supply agreements to process waste materials into valuable recyclables and reduce waste volume going into landfills by up to 85%. Green Energy Renewable Solutions has developed a strategic plan to create sustainable renewable energy with waste-to-energy power plants and the production of waste derived fuels. For more information about Green Energy (Cirque Energy) please visit http://www.cirque-energy.com.
Cirque Energy Employees:
Tom Coté, Roger Silverthorn and Richard Fosgitt will become officers of Green Energy
Mr. Silverthorn and Mr. Coté will also join the company’s Board of Directors.
Frank O’Donnell will continue as Chairman of the Board
Joe DuRant and Dan Garmin will continue as Directors.
About Cirque Energy, LLC
Cirque Energy LLC is a renewable energy development company based in Michigan, whose team has strong experience in development, design, financing, construction, and operations of biomass facilities. The Cirque team develops, builds, and operates small to midsize renewable energy power plants utilizing gasification technology, providing new base-load energy demands with sustainable energy solutions. Our focus includes working with industrial clients to develop solutions to provide long-term predictable costs of energy, while maximizing energy efficiency through the use of combined heat and power (CHP) systems.
New Company: Cirque Energy:
Green Energy intends to change its name to Cirque Energy, Inc. and intends to apply for a new trading symbol
Chairman of the Board = Frank O’Donnell
Chief Executive Officer = Joseph DuRant
Chief Financial Officer = Roger Silverthorn
Chief Operating Officer; = Tom Coté
Design and Development Officer.= Richard Fosgitt
Cirque Energy New Management Team
Frank A. O’Donnell, Chairman of Board of Directors
Mr. O'Donnell founded Universal Electronics Inc. which went public in '93 and has sold over 200 million universal remotes. He was responsible for the establishment of the universal remote control in the cable television and satellite industries with companies like Motorola, Scientific Atlanta, Time Warner Cable and Comcast. Mr. O’Donnell serves as a director of several other companies including E World Corp, a renewable energy solutions company and Battery Power Technologies, Inc. Mr. O’Donnell graduated from Northern Illinois University and holds both a bachelor’s degree in Finance and MBA from NIU.
Joseph L. DuRant, CEO
Mr. DuRant has been an entrepreneur and business consultant for the past 25 years. His expertise includes structuring, developing, operating and financing start-up and early-stage companies including one that went public as NASDAQ listed company. Mr. DuRant formed Green Renewable Energy Solutions in 2009 and dedicated the next two years to conducting extensive research of renewable energytechnologies, including wind, solar, landfill methane production and gasification applications. The plan developed for commercial deployment of waste-to-energy generation production using conversion and diversion strategies became the basis for the Green Energy business model. In 2011 Mr. DuRant joined with Frank O’Donnell to launch Green Energy Renewable Solutions. Mr. DuRant earned a B.S. Degree in Finance and Business Administration from Newberry College in South Carolina.
Thomas Coté, COO
Mr. Coté is a construction and real estate professional with 28 years of experience. Most recently he has been involved in the development of several energy projects including; ethanol, biomass, waste to energy and agricultural products to energy. Tom brings the team an experienced hands-on approach to project development and implementation. In his career, Tom has been responsible for delivering complex construction projects in the United States, Europe, and Asia. Tom’s focus includes; establishing the overall business strategy, providing the vision and purpose to advance the company’s mission and objectives as well as project planning, go / no go decision making, pre-construction, customer relations, business development, and program management support.
Roger Silverthorn, CPA, Chief Financial Officer
Mr. Silverthorn has over 30 years of experience in the renewable energy business and power plant owner and operator of eight solid fuel biomass power plants in two countries and several states. He led the development of a vertically integrated fuel system in appropriate jurisdictions. Roger also developed a renewable energy marketing company, among the first in the United States. He was an early entrant to the renewable energy business when renewable power generation was in its infancy. His background as a CPA in public accounting has been invaluable to his success.
Richard Fosgitt, PE, Design and Development Officer
Mr. Fosgitt is a professional engineer with over 20 years of experience in engineering projects in a diverse array of size in the industrial, energy and development sectors. He has recently been involved in the development of several energy projects including biomass, waste to energy, agricultural products to energy, and wind energy. His design experience with a number of energy systems allows him to assess customer desires and develop the optimum system to meet those needs within the required economic parameters. In addition, he is experienced with site assessment, due diligence, environmental permitting, and engineering approvals
Dan Garman, Director and Marketing Advisor
Mr. Garman is a broker in the waste and recycling industry. He has been a broker for waste and recycling providers in Michigan since April 2002. Currently, his business is servicing over $40MM annually in government contracts and over $10MM in private industry. Mr Garman, and his company, Crossroads Consulting, Inc., have been engaged as the lead recycling broker for Green Energy Renewable Solutions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In September 2009, the company executed a 40 to 1 reverse split following the approval of a majority of the shareholders with the holders of over 56% of the shares eligible to vote supporting the Board’s decision for the reverse split.
In January of 2012, the company executed a 5 to 1 reverse split following the approval of the majority of the shareholders holding over 71% of the shares eligible to vote supporting the Board’s decision for the reverse split. The reverse split along with the change of name to Green Energy Renewable Solutions, Inc. was approved by FINRA on January 26, 2012. Additionally on June 27, 2012, the Company approved a one for one stock dividend for shares held on June 29, 2012 and the dividend shares were issued following FINRA approval on July 27, 2012
On June 27, 2012 the Company announced that its Board of Directors had approved a one share for one share stock dividend of the Company’s common stock, regarding this as an effective forward split. Each shareholder of record at the close of business on June 29, 2012 will receive one additional share for every outstanding share held on the record date. The Articles were amended to reflect this on July 16, 2012 and this received FINRA approval on July 27, 2012. All share amounts in the Financial Statements have been restated to reflect the dividend share/forward split.
Period Ending High Low
December 31, 2012 $0.027 $0.025
September 30, 2012 $0.120 $0.094
June 30, 2012 $ 0.440 $0.289
March 31, 2012 $ 0.500 $0.500
Holders
Total shares outstanding as of December 31, 2012 were 62,636,850; and were held by approximately 80 shareholders of record and an undetermined number of holders in street name.
The Green Energy business model is summarized as follows:
1. Secure existing large scale waste streams through acquisition of landfills, joint ventures and contracts with source generators (Acquired waste streams include both municipal solid waste (“MSW”) and construction & demolition debris (“C&D”).
2. Secure short term revenue and cash flow through landfill remediation plans, introduction of recycling strategies applicable to established waste streams.
3. Introduction of Waste to Energy (“WTE”) technology to generate fuels and electricity for sale under long-term contracts.
4. Joint venture and Investment in conversion technologies will offer additional revenue opportunities and will reduce internal capital costs and capture future revenue from external technology sales.
On April 17, 2012, the Board approved the issue of common stock as a bonus incentive to company management with the issue of 5,200,000 shares of common stock to each of CEO Joe DuRant and Executive Vice President Business Development Frank O Donnell and 2,600,000 shares of common stock to CFO Gerry Shirren totaling in value of $3,315,000 which is included in executive and directors compensation totaling $3,526,970. The stock issued reflects the effect of the stock dividend/forward split.
F- 10
Shares Value
Joe Durant: CEO, Director 5,200,000 $ 1,326,000
Gerry Shirren: CFO, Director, 2,600,000 663,000
Frank O Donnell: Exec.VP Business Development, Director 5,200,000 1,326,000
Total 13,000,000 $ 3,315,000
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2012; the beneficial ownership of Green Energy Renewable Solutions, Inc. common stock by each person known to the company to beneficially own more than five percent (5%) of the company’s common stock, including options, outstanding as of such date and by the officers and directors of the company as a group. Except as otherwise indicated, all shares are owned directly :
Common Stock
Amount and Nature Percentage
Name and Address of Beneficial Owner of Beneficial Ownership Acquirable of Class
Joe DuRant* 5,200,000 - 8.30 %
Gerry Shirren 2,600,000 - 4.15 %
Frank O Donnell* 5,200,000 - 8.30 %
Dan Garman - - -
Officers and Directors as a Group 13,000,000 - 20.76 %
Total Shares Issued and Outstanding 62,626,850
Owners of 5% or More
Blue Atelier 13,800,000 22.03 %
CEDE & Co. 15,681,295 25.04 %
E World Corp 7,311,640 11.67 %
Green Renewable Energy Solutions 9,209,334 14.70 %
*See note below
From 10K-Amended
Revenues for year ended December 31, 2012: $12
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of April 15, 2013, computed by reference to the bid/ask price of $.0253 at April 15, 2013 is $1,000,000
State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 15, 2013: 72,173,880 shares of common stock.
Smaller Reporting Company Yes
Green Energy Renewable Solutions, Inc. (OTCQB: EWRL) (“Green Energy”) announced today that upon advice of the Company’s Board of Directors and Officers, the majority shareholders have approved an increase in the number of authorized shares of Green Energy common stock from 150,000,000 to 300,000,000. The Company stated that the increase in authorized shares is intended to position the Company for future equity financing opportunities.
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You better believe it:
"Our success in this industry is reflected in numbers. We have been ranked 2nd nationally among Green Industrial and Manufacturing Design Firms (ENR Top 100 Green Design Firms, 2012) and 7th among Solar Generation DesignFirms (ENR, 2012)."
That is from the SSOE Group:
http://cmp.ly/6/xd9T4R
And again..to reiterate the connection:
http://cmp.ly/6/YPonWT
http://cmp.ly/6/nNk65J
Pretty much a given...and to think that I am just using him as an example currently. Almost a joke...given the other members of this company. I'll hit them up later.
Getting close to putting a target price on this.....and believe me.....it's not cheap!
http://disclosur.es/7BCpJT
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DD – POSTS
It's non-financial. Here's a good link for a better understanding:
A merger may take either of the two forms, absorption or consolidation.
The combination of two or more companies into an existing company, where all the companies except one lose their identity is termed as a merger through absorption.
The combination of two or more companies into a new company, where all the companies lose their identity is termed as a merger through consolidation. Here, the acquired company transfers its assets, liabilities and shares to the acquiring company in exchange of cash or shares.
Business Management:
Mergers and Acquisitions
At the heart of any M&A initiative, there is a desire to gain a competitive advantage in the market. Just as in a marriage, two entities can increase their resources and expect a better future by exploiting the synergy between them.
There might be the financial or non-financial motives for companies engaging in M&A activity.
On the financial front, a merger might allow the acquiring firm to enjoy a potentially desirable portfolio effect by achieving risk reduction while maintaining or increasing the firm's rate of return. For example, the cyclical businesses of two firms can be combined to ensure a steady stream of business throughout the year. Another financial motive may be the tax loss carry-forward if one of the merging companies has sustained a tax loss in recent years.
The non-financial motives for mergers and acquisitions might include the desire to expand management and marketing capabilities as well as the acquisition of new products and technologies. Basically, the firms are trying to gain some synergistic effect. For example, synergies may result from the elimination of overlapping functions in production and marketing.
Let us now look at mergers, its definition, forms, and types.
A merger is said to take place when two or more companies agree to combine, resulting in a new entity or with the resulting firm maintaining the identity of the acquiring company. Most economies prevent mergers between directly competing firms. The rationale is to prevent monopolistic market conditions where the consumer does not have any choice except just one seller. Allegations of monopolistic behavior have plagued Microsoft's operations in Europe.
A merger may take either of the two forms, absorption or consolidation.
The combination of two or more companies into an existing company, where all the companies except one lose their identity is termed as a merger through absorption.
The combination of two or more companies into a new company, where all the companies lose their identity is termed as a merger through consolidation. Here, the acquired company transfers its assets, liabilities and shares to the acquiring company in exchange of cash or shares.
There are three types of mergers, horizontal, vertical, and conglomerate.
Horizontal mergers take place in firms that are large and are complementary to the current business. Pooling complimentary resources will not only ensure that there is no overlap and related inefficiencies between the merged operations, but also help companies harness the synergy better. For example, mergers in the pharmaceuticals industry where research laboratories merge with drug manufacturers. The size also plays a major role because smaller players would not be able to achieve substantial economies of scale by combining production or marketing efforts.
Vertical mergers take place between firms in different stages of production or operations. The basic aim of vertical mergers is to reduce the costs of looking for best prices, contracting, payment collection, communication costs and increase coordinated production. Vertical mergers essentially integrate companies, which operate in various stages in the value chain of a vertical market. They can be of two types, forward and backward integration. Forward integration takes place when the producer of a raw material finds a regular procurer of its products and combines with it. Backward integration takes place when manufacturer finds a supplier of raw materials and takes it over.
Conglomerate mergers are mergers where the merging firms have no relationship and are players in different or unrelated activity. The motive for these kinds of mergers is the firm's need to diversify its business. Conglomerate mergers can be of three types, financial, managerial, and concentric.
Now that we have covered mergers, let us look at acquisition and its types.
Acquisition can be defined as the act of gaining a majority stake in the target firm by an acquiring firm. The target and acquiring companies may remain independent entities, but the control of the company may rest with the acquiring company. There are many factors that might attract an acquiring company to the target company: The acquiring company might be looking to establish a parent-subsidiary relationship, break the target firm and dispose off its assets, or take the target firm private by a small group of investors
A corporate acquisition can be achieved in a friendly or a hostile takeover.
In a friendly takeover, the acquiring firm makes its intentions clear to the management of the target firm. A financial proposal involving either a merger, consolidation or the creation of parent-subsidiary relations is presented to the management. The takeover takes place after the management's approval.
There may be cases where the management of a firm does not wish to merge with another firm. In such cases, the acquiring firm may buy the target firm's stock in exchange for cash, shares or other securities directly from the shareholders, thus bypassing the management. In this way the acquiring firm might buy a majority stake in the target company.
Mergers and acquisitions were perhaps not that relevant in the older closed economies, but in today's world their importance cannot be undermined. In the corporate world, where only the fittest survive, knowledge about the intricacies of M&A is a weapon you can use to save yourself as well as hunt for a better future.
Information is for educational and informational purposes only and is not be interpreted as financial or legal advice. This does not represent a recommendation to buy, sell, or hold any security. Please consult your financial advisor.
You see the difference? Here's a good link :
http://cmp.ly/6/acndYC
http://disclosur.es/7BCpJT
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Here's a tease and "just one example" of the gigs coming that can be bid on. Just a word of caution....there will be plenty of these.....so don't get your hopes up on just one project...that's just being foolish. Plenty of time here...and this is just the Army:
Fort Drum Request for Proposal (RFP) Solicitation Release
On December 12, 2012, the Defense Logistics Agency - Energy, in close coordination with the Army Energy Initiatives Task Force (EITF), released a Request for Proposal (RFP) for electrical power from a biomass generation facility for up to 28 megawatts located on or contiguous to Fort Drum in Watertown, New York. The Solicitation, SP0600-13-R-0401, is posted on the Federal Business Opportunities website at www.fbo.gov.
This is an open RFP for the Army to procure power through a Power Purchase Agreement (PPA) for bids up to 25 years forrenewable energy to be purchased by Fort Drum. Under the PPA, the Army will only purchase the energy that is produced; no generation assets will be acquired. The selected contractor will finance, design, build, operate, own, and maintain the energy plants. All interested companies are encouraged to prepare a response to the solicitation, which closes on April 11, 2013.
A pre-proposal conference will be held in early 2013. This event will provide participants with a better understanding of the general procurement process and specific contract considerations, so they may provide a more comprehensive proposal addressing the Army's requirements. This event will also include a tour of the potential site. Details about the pre-proposal conference will be posted on the EITF website at www.armyeitf.com in the next few weeks.
http://disclosur.es/7BCpJT
It means that if you are speculating on purchasing a "cheap" equity in an environment where the Army has committed 7 billion dollars towards their share of the 3GW demand(their share is 1GW), and there is experience requirement in the submittedproposals...then...You better make sure that the guys on your team are qualified to do the job.
There is nothing fine and dandy about that. It's being diligent with your homework..be it...research. These biomass...etc.. plays have been mostly crap since 2008 and previous. They played off the high fuel costs and suckered individuals into buying the hype.
This guy "divested" in 2008....he has foresight. He sold the DOW Midland project($100 million) to his then partner in 2011(started in 2010). Cited delays...and guess what?....DOW Corning and VC Energy mutually terminated that project in 2012.
Whether you are in or out..no matter....you just need to know where you stand with regards to any decision you make. I don't like biomass plays to be honest...because of the "wanna be's".....this one changed my perception on that....but only here....and it's early...so we will see.
http://disclosur.es/7BCpJT
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Scan site Chatroom:
Xander you can attest that EWRL was caught in the STT Chatroom early Thursday morning when it was trading at .005!!! We catch plays like this every week sometimes every day or every other day... We always have our scanners dialed in and rarely miss any of the big movers. At Fridays high of .018 we've already seen a 260% gain from EWRL. Others need to stop by our board and stay tuned cause you never know what we might catch off our scanners!!!http://investorshub.advfn.com/STT%28StockTradersTalk%29-26625/
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I think I need to rephrase this a bit. Here is the MATOC draft with regards to that:
Q4: What quantities of generating capacity, in installed megawatts ("MW"), is the Army looking to procure throughpower purchase agreements ("PPA") or equivalent contracts in each of the four categories (wind, solar, biomass, geothermal)?
A4: The Draft RFP sets out specific quantities of power, in total kilowatt-hours ("kWh") that the Army intends to procure through each of four types of contracts:
Extracted: Biomass!
(1) the MATOC will not likely offer the opportunity to bid on any specific project (i.e., a "seed project") because the Draft RFP covers multiple technologies, (2) the Army will grant multiple awards under the MATOC, (3) awards granted under the MATOC give awardees the right to bid on individual Task Order contracts issued by specific facilities for specificprojects (e.g., a Task Order for a 10 MW solar PV project at Joint Base Lewis-McChord in Washington), (4) parties that are not awardees in the MATOC process may not bid on these Task Orders. Thus, a developer must be an awardee under the MATOC/Final RFP in order to have the right to bid on individual project development opportunities
Extracted: An Awardee is a big thing!
http://cmp.ly/6/SFdmO0
Here's a another important bit....
The Army’s goal is to have 50% of the contracts awarded to “small companies”, defined as businesses engaged in the generation, transmission, and/or distribution of electric energy for sale with a total electric output for the preceding fiscal year of equal to or less than 4 million megawatt hours. To fulfill this goal, projects which have an energy production of 4 megawatts or less will only go to small businesses, projects with energy production between 4 and 12 megawatts will first be offered to small businesses and projects with an energy production of greater than 12 megawatts will be open to all competing companies. Large developers, however, are required to submit small business subcontracting plans and participation plans to ensure the involvement and participation of small businessenterprises.
Extracted: Large developers, however, are required to submit small business subcontracting plans and participation plans to ensure the involvement and participation of small business enterprises.
http://cmp.ly/6/qgroqZ
One important thing to consider provided by the Army...very important when looking at our guys' credentials:
https://www.fbo.gov/utils/view?id=cb3e9ea588649e2cd97cc3647d781345
So the PIN here!...........no matter what...even if we are not an awardee.....good assumption that some pie is coming here!........there's your smoking gun!(almost)
http://disclosur.es/7BCpJT
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These companies are the master bidders for the recently granted awards(geothermal). They are the only ones allowed to bid on mid-size to larger projects. Refer to some of my previous submissions. They will all have partners associated with such. They are also diverse in expertise and content:
http://cmp.ly/6/Vaiqu9
http://cmp.ly/6/WwqI5J
http://cmp.ly/6/FgJ9aL
http://cmp.ly/6/wv5Ck0
http://cmp.ly/6/1FNTO7
This should give a theme as to how the DOD is operating. Please comment as to how we fit in. This is looking better every day...I hope you all see this.
http://disclosur.es/7BCpJT
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