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NXWI SEC Suspension:
http://www.sec.gov/litigation/suspensions/2014/34-72771.pdf
Order:
http://www.sec.gov/litigation/suspensions/2014/34-72771-o.pdf
Admin Proceeding:
http://www.sec.gov/litigation/admin/2014/34-72772.pdf
SEC target Eiten accepts permanent ban
2013-12-23 13:40 ET - Street Wire
by Mike Caswell
http://www.stockwatch.com/News/Item.aspx?bid=Z-C:*SEC-2134633&symbol=*SEC®ion=C
Geoffrey Eiten, the Boston tout who held himself out as "America's Leading Micro-Cap Stock Picker," has agreed to a permanent ban from penny stocks. Mr. Eiten accepted the ban to settle charges from the U.S. Securities and Exchange Commission stemming from overly optimistic reports he wrote that boosted four stocks. The SEC said he made projections that had no basis in reality, among them a claim that a Vancouver company had developed the "fastest router in the world."
Mr. Eiten's ban is contained in a consent to judgment dated Dec. 18, 2013. Among other things, he has agreed to an order that bars him from promoting penny stocks and from deriving any compensation from promoting penny stocks. He has also agreed to a ban from participating in any offering of penny stocks. Mr. Eiten did not admit to any wrongdoing in accepting the penalties. A judge still must accept the settlement.
The ban is in addition to any monetary penalties, which the judge still must determine. It is not clear what such penalties could be, but the SEC previously secured a $1.6-million default judgment for Mr. Eiten's company, National Financial Communications Corp. (All figures are in U.S. dollars.) The amount represented disgorgement of $605,262 in profits plus a $1-million civil penalty.
The penalties stem from a scheme that Mr. Eiten, a former broker, ran in 2010. The SEC claims that he issued glowing reports that misrepresented the prospects of four companies. He took no steps to verify highly promotional information he was disseminating, including claims that one company could produce $9.5-billion in gold, the SEC says. He also failed to fully disclose his compensation, according to the SEC.
A fast router and a $9.5-billlion gold mine
Details of the allegations are contained in a civil complaint that the SEC filed against Mr. Eiten and National Financial on Dec. 12, 2011, in the District of Massachusetts. The SEC identified Mr. Eiten, 61, as a broker of 20 years who moved to investor relations in 1991. His business was primarily touting penny stocks for paying clients.
Much of the complaint centres around companies that he touted with a newsletter called the OTC Special Situations Report. The report, which he sent out through mass mailings and spam, promoted a pair of Canadian listings in 2010, the SEC said. Among them was Nexaira Wireless, a Vancouver company that purportedly had developed the fastest router in the world.
Mr. Eiten made a number of misleading statements about Nexaira, telling potential investors that it was receiving revenue from Sprint and Comcast, according to the complaint. In reality, Nexaira's router had not received approval from the Federal Communications Commission and the company had no relationships with Sprint or Comcast, the SEC said. (The stock, which was at 45 cents at the time of Mr. Eiten's June, 2010, report, was last at 0.09 cent.)
Another Canadian listing that the SEC identified Mr. Eiten as having promoted was Clean Power Concepts Inc. of Regina, Sask. The company purportedly made fuel additives from crushed seed oil. Mr. Eiten's promotional statements about the stock included telling readers that it had proprietary technologies and licences that were "held airtight by the company." In reality, Clean Power had one patent pending and did not own any intellectual property, the SEC said. (The stock, which was around $1 when Mr. Eiten wrote the report, was last at 0.29 cent.)
The other stocks that Mr. Eiten touted were Gold Standard Mining Corp. of California and Endeavor Power Corp. of Massachusetts. With Gold Standard, he told readers the company was producing "$9.5 BILLION of pure gold -- and you can get in around $2 a share!" In reality, the company needed to raise a large amount of money to develop a mine, the SEC said.
In writing his reports, Mr. Eiten failed to fully disclose his substantial compensation, according to the complaint. With Gold Standard, his report disclosed a $25,000 payment, but the SEC claimed he received wires far in excess of that amount from two offshore entities. With Nexaira, Mr. Eiten only listed a $16,000 payment, but the SEC claims he received substantially more from a company called Norbaoten Invest Ltd.
The complaint sought an order prohibiting Mr. Eiten from promoting penny stocks, disgorgement of ill-gotten gains and an appropriate civil penalty.
While the case marked the first time the SEC had filed charges against Mr. Eiten, the regulator had mentioned his OTC Special Situations Report in at least one prior suit. In its March, 2009, case against Vancouver's Joseph Fernando and others, the SEC claimed that Mr. Fernando paid for coverage in the OTC Special Situations Report for Xpention Genetics Inc., a company that was purportedly developing a cancer vaccine. The SEC said the report contained several false or misleading claims about the company. The regulator ultimately obtained $2.87-million default judgment against Mr. Fernando.
Clean Power has also appeared in another more recent regulatory action. On Nov. 26, 2013, the B.C. Securities Commission claimed that Alnoor Ramji, a former B.C. resident, participated in a scheme to sell $21.5-million worth of stock in the company. During a one-month promotion that began in December, 2010, he and other unidentified associates sold 81 million shares while the company issued a number of promotional news releases, the BCSC said. Mr. Ramji has not responded to that case.
http://www.stockwatch.com/News/Item.aspx?bid=Z-C:*SEC-2134633&symbol=*SEC®ion=C
looks like someone is trying to pump this and get their money out today before its lights out here.
On December 7, 2011, Nexaira, Inc., (“Nexaira”) a wholly owned subsidiary of our company, received a letter from a secured lender, Centurion Credit Funding LLC (“Centurion”) advising us that Nexaira is in default for failing to make a payment when due. The total amount past due of $375,009.71 consists of $336,256.25 in principal and $38,753.46 in interest. The notice provided Nexaira with the opportunity to resolve the default by December 12, 2011. At this point, we are in forebearance agreement discussions with Centurion and are attempting to obtain a rescission of the default notice by providing Centurion with a partial payment and re-negotiating an extension of the maturity date. There is no guarantee that Centurion and Nexaira will be able to resolve this matter in a timely manner. The repayment of the past due amount will be contingent upon our company’s ability to raise working capital to satisfy this obligation.
In a separate agreement, our company is in discussions with another lender, GEMINI MASTER FUND, LTD., the holder of a certain 10% Convertible Note in the original principal amount of $400,000.00, $50,000 of which has been converted. Forebearance agreement discussions with Gemini Master Fund, Ltd. are taking place whereby it is contemplated that the original Convertible Note will be exchanged for a new 10% secured Note that will be due January 31, 2012. There is no guarantee that GEMINI MASTER FUND, LTD. and our company will be able to resolve this matter in a timely manner. The repayment of the past due amount will be contingent upon our company’s ability to raise working capital to satisfy this obligation.
At this time, our company has engaged Reedland Capital Partners LLC, an Institutional Division of Financial West Group, to assist management in exploring a number of options available to it to address and restructure its past and on-going financial obligations. While management has been and continues to be in negotiations and discussions with its lenders and strategic investors, management has been maintaining minimal operations to reduce operating costs and liabilities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXAIRA WIRELESS INC.
By: “Mark Sampson”
Name: Mark Sampson
Title: Chief Executive Officer
Dated: December 30, 2011
2
3Gstore.com Blog: Nexaira Closes Doors
blog.3gstore.com/2011/12/nexaira-closes-doors.html
i need to start unwinding some positions next week be it tax season is around the corner. All the best to you with this but I don't see anything happening here as they increased the O/S, the sales figs dropped off the cliff and you can't even get in touch with investor relations.
the asks seem to be disappearing a bit so maybe finally this is going to go back up
has anyone heard anything here, tax time is coming looking to unload and write this one off.
no one cares, the Outstanding shares were increased and the company is in the dumper.. will consider this at .0001
financials out if anybody cares
Big mystery. Thought they had good products. Oh well!
i tried to email and call investors relations nothing works, phone is disconnected and email kicked back. Company even in business?
are you joking? website isn't even functional, just read the financial reports not good, company needs cash and with the slowdown in the economy will be lucky if this one stays alive until the end of the quarter. What can you possibly see good out of this?
Nexaira website: http://nexaira.com/ Impressive looking!
Waiting for 10 Q. Will call on Monday to find out status if I have a moment.
OS - 78,350,217. No 10Q filled since April.
This dropped a lot not sure if it found bottom yet though.
Love this stock! I really like how undervalued and under the radar NXWI is! We will see .35 very very soon.
this seems to be a solid stock,not full of pr stuff but co. seems legit
first time in long time around 100,000 shares traded. maybe beginning of something.
is the ss still the same as couple years ago?
when is the day coming or is it still
every stock has its day
board is as quiet as this stock. is this one dead or do we still have a chance
Nexaira’s High Availability Router for Wireless Broadband Backup and Business Continuity Services Implemented by Cbeyond
Nexaira Wireless (OTCBB:NXWI)
Intraday Stock Chart
Today : Wednesday 30 March 2011
Nexaira Wireless Inc., (“Nexaira”) (OTCBB: NXWI) a best-in-class provider of customized wireless routing solutions for 3G/4G business applications, announced today that it has secured an agreement with Cbeyond, a leading provider of IT and communications solutions designed to help grow small and medium-sized businesses.
Under the terms of the agreement, Nexaira will provide its High Availability Business Class Router with Cbeyond’s specific firmware to provide a wireless broadband backup and WAN failover service to Cbeyond customers.
Nexaira provides third and fourth generation (“3G/4G”) routing products for business customers who want to leverage the high availability wireless networks for failover, primary access or remote/mobile locations, with the business class features traditionally found only on wireline products.
“We are excited to partner with Cbeyond to provide automated wireless broadband backup,” stated JR Yakel, vice president of sales for Nexaira, Inc. “This agreement extends our customer reach, as our router will be included as an offering to Cbeyond’s customers. Our business class router is distinguished by its high level of availability, thus enabling small-to-medium sized businesses to remain ‘always on.’”
“Nexaira’s routers are of unmatched functionality at a price point attractive to our customers,” said Bob Smith, senior director of product marketing for Cbeyond. “The combination of Cbeyond’s IT and communications solutions and Nexaira’s High Availability Router with advanced routing protocols offers businesses the peace of mind needed to focus on growing their business rather than worrying about network reliability.”
About Nexaira - The Leader in Secure High Availability Wireless Applications
Nexaira’s routing solutions are simple to install yet provide the advanced management and business class features demanded by the most sophisticated users. Nexaira’s wireless devices are ideal for secure high availability applications acting as the primary router for wireless, DSL, or cable networks or can be used to provide complete device and network redundancy in wide area network-failover/ fail back applications. For more information visit www.nexaira.com.
About Cbeyond
For more than 10 years, Cbeyond, Inc. (NASDAQ: CBEY) has provided small businesses with leading IT and communications solutions. Serving customers throughout the U.S., Cbeyond offers more than 30 productivity-enhancing applications including local and long-distance voice, broadband Internet, mobile, BlackBerry(R), voicemail, email, web hosting, fax-to-email, data backup, file-sharing, virtual private networking and cloud services. Winning over 50 awards for product innovation, growth and providing a quality customer experience, Cbeyond continues to focus on helping small businesses succeed and grow through high-performance technology, superior services and world-class support. For more information on Cbeyond, visit www.cbeyond.net and follow Cbeyond on Twitter: www.Twitter.com/Cbeyondinc.
Forward-Looking Statements
Statements in this press release, which are not purely historical, are forward-looking statements and can include, without limitation, statements based on current expectations involving a number of risks and uncertainties and which are not guarantees of future performance of the Company. Forward-looking statements in this press release include that: (i) Nexaira’s business class router is distinguished by its high level of availability, thus enabling small-to-medium sized businesses to remain ‘always on’; (ii) Nexaira’s routers are of unmatched functionality at a price point attractive to our customers; and (iii) the combination of Cbeyond’s IT and communications solutions and Nexaira’s High Availability Router with advanced routing protocols offers businesses the peace of mind needed to focus on growing their business rather than worrying about network. There are numerous risks and uncertainties that could cause actual results and the plans and objectives of Nexaira to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) any occurrences that delay the launch of Nexaira and CBeyond’s business solutions; and (iii) any adverse occurrence with respect to the business solutions or any other technology of Nexaira related to the development or operation of the business solutions. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Although Nexaira believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in Nexaira’s annual report on Form 10-K for the fiscal year ended October 31, 2010, its quarterly reports on Form 10-Q, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Seemingly good news out, and this board is dead! What's up here folks?
Yo pump? What cha been up too? Haven't chatted with you since CBIS back in october. Hey man what do you think is looking good these days? PM me! Take care bro. Thanks a mil
hmm, yeah i guess I could settle for .50. ha.
i'll be happy with .50 but i think when this get the right news it could do much more than that
Whats your target? Sitting at 10 in case anyone is crazy enough to sell.
i'm not worried on a time line here i know this is a strong stock and this is a great price ;o)
thinking we will be back up to .20 by next friday
yes bud real tight
i can't believe this isn't on people's radar with the final 10 break.
thanks. took a starter and it up ticked. float must be tight.
yeah bud been here for a while she's going to run big one day the only question is when ;o)
What's the deal here? Looks like she's breaking out. Might get in tomorrow.
What's the deal here? Looks like she's breaking out. Might get in tomorrow.
looking good ;o)
finally broke through .10
not enough volume right now bud i do expect some big news though and soon
Whats your take on Financials? UBSS sitting on L2 top of bid and ask.
Does This suggest they're accumulating? Maybe for a run or jump on news?
they could have something up their sleeve you never know ;o)
latest financials out Feb.1. little different way to release the financials for a small company.
Nexaira Wireless Inc., (?Nexaira?) (OTCBB: NXWI),a best-in-class provider of customized wireless routers for 3G/4G business applications, will provide an update on recent corporate developments and report its fiscal 2010 results on Tuesday, February 1st, 2011. The company plans to host a conference call and simultaneous webcast at 11:00 a.m. ET/8:00 a.m. PT, featuring remarks by Mark Sampson, president and chief executive officer, and Ralph Proceviat, chief financial officer, followed by a question and answer session.
To listen to the call live, please dial 888-241-0326 at least 10 minutes before the start of the conference. International participants may dial 647-427-3411. The conference ID is 35947161. The call will be webcast and can be accessed from the ?Investor Relations? section of the company?s website at www.nexaira.com. A telephone replay will be available until midnight Eastern Time on February 4th, 2011 by dialing 800-642-1687 or 706-645-9291 and entering pass code 35947161. A replay will also be available at the web address above for 90 days.
novatel owns 7 % of shares now. warrant extensions and repricing done in past couple weeks also
see filings http://www.otcmarkets.com/stock/NXWI/financials
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Nexaira® develops and delivers third and fourth generation (3G/4G) Wireless Routing Solutions that offer speed, reliability and security to mobile operators, service providers, value added resellers (VARS), enterprise customers and original equipment manufacturers (OEM) worldwide . Nexaira’s routing solutions are simple to install, yet provide the advanced management and business class features demanded by the most sophisticated users. Nexaira’s i3 GUI™, makes routing platforms quick and easy to install providing the functionality, performance and ease of use expected in the market today. Nexaira routing devices are ideal for high availability applications acting as the primary router to wireless, DSL, landline or cable networks, applications for mobile and fixed internet, or be used to provide complete device and network redundancy in wan-failover/ fail back applications.
We enable mobile operators, enterprises and home office users to expeditiously connect to, maintain and manage high-speed data connections rivaling traditional land line connectivity, with unmatched functionality, speed to market and ease of use.
Nexaira’s wireless broadband devices combine an intuitive user interface with advanced firmware, middleware and management solutions, which ensure the user is always current, up-to-date and benefiting from the most advanced features and functionality in the industry.
Nexaira delivers these solutions with custom configuration, branding and fulfillment services for mobile and fixed data applications. Nexaira’s reliable, secure, over-the-air technologies accelerate customer’s deployment of new data services, features and revenues including self-provisioning & self-activation for “zero touch” deployments.
These technologies allow customers to deploy, update and manage wireless broadband devices, while eliminating the complexity and cost of wired networks, extending product life cycles and reducing total cost of ownership.
To explore becoming a partner of Nexaira® please contact us via businessdevelopment@nexaira.com .
Nexaira® is proud to partner with the following companies:
Novatel Wireless, Inc. is a leading provider of wireless broadband access solutions for the worldwide mobile communications market. Novatel's solutions enable the mobile workforce to increase productivity, improve operational efficiencies and maintain their competitive edge.
Novatel delivers a broad range of high-quality, 3G wireless PC cards, ExpressCards, embedded modules, fixed mobile convergence modems and communications software to wireless network operators, distributors, OEMs and vertical markets worldwide. Their solutions provide mobile subscribers with secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks. They also offer customers extensive technical expertise to facilitate the use and integration of Novatel products.
Headquartered in San Diego, California, Novatel Wireless has been issued 30 technology patents and partnerships with leading telecom operators, infrastructure providers and device manufacturers around the world. Novatel Wireless is listed on NASDAQ: NVTL.
Sputnik Inc. is a leading provider of software as a service (SaaS) that enables wireless service providers to build venue-branded, access-controlled Wi-Fi services and manage them over the Internet. Sputnik's remote network and subscriber management features allow cost-effective operation in locations without on-site technical support. The company's easy-to-use, flexible software supports a wide range of businesses, service providers and educational institutions and has been adopted by customers in more than 100 countries around the world. The company is based in San Francisco. www.sputnik.com.
The Rural Cellular Association promotes the use of and access to wireless communications services in rural America and works to further the interests of its Members. The Rural Cellular Association represents the interests of member companies before public and private entities involved in the formulation and or enforcement of wireless service policy.
Sprint Nextel offers a comprehensive range of communications services bringing mobility to consumer, business and governmental customers. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two robust wireless networks offering industry-leading mobile data services, instant national and international walkie-talkie capabilities and an award-winning, global Tier 1 Internet backbone.
ARC Wireless Solutions provides a variety of innovative wireless network components and solutions supporting end-to-end wireless networks for service providers, integrators, resellers, businesses and consumers for both domestic and global markets.
Televerge brings together the complete solution of software, hardware and technology to deliver the customized converged solution that you can use.
As a strategic telecommunication solutions partner, we represent the best of the best in the industry. Televerge identifys the best solutions to meet your short and long term goals and seamlessly implement them.
Televerge will make sure you are utilizing the right technologies for your business from now and into the future.
Partnering with Nexaira®
As an award-winning, global provider of wireless broadband data solutions, Nexaira® is at the defining edge of intuitive and innovative solutions for customers. Nexaira® solutions support all 3G/4G wireless networks including CDMA, GSM, HSPA+, EVDO, and fixed or mobile Wi-Fi. Our services span the industry from activation of 3G wireless data devices on carrier's networks, engineering support, network certification, software solutions and custom branding.
Nexaira® is interested in synergistic partnerships, to accelerate the evolution of technologies and stay on the leading edge of turnkey solutions, which provide end users with state-of-the-art wireless connectivity and mobility.
To explore becoming a partner of Nexaira® please contact us via businessdevelopment@nexaira.com .
Nexaira® is proud to partner with the following companies:
Logistics
Here is what sets Nexaira's branding services apart from all the others.
- Flexible inventory management
- Mobile broadband wireless solutions that work worldwide
- In stock products for faster delivery to your customers
- In house customer service and technical assistance
- We customize generic cards and routers
more info
Carriers, MVNOs, Distributors and Retailers who want to expand their current product line with the newest wireless data devices or use a turn-key approach to launch a complete wireless data business, greatly value the skills, experience and industry partnerships provided by Nexaira® Professional Services. Our Professional Services team can analyze your requirements, assess your resources and recommend the most efficient ways to increase your wireless data sales and profitability. Upon approval, Nexaira® can rapidly implement all or part of your plan, including: product selection, special quantity and quantity-discount programs; custom device, carrier and network configuration and engineering; custom branding on device and packaging; fulfillment; inventory management and post-sales technical support. Nexaira® is pioneering a powerful way to extend your company’s brand equity with packaging and custom branding of devices.
Fulfillment
All items are verified present for each order before the packaging process begins, packaging slips and address labels are generated and attached.
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Nexaira's wireless broadband data firmware, NexWare™, provides a complete wireless data and router management solution. Automatic configuration combined with unique local device connectivity and management capabilities provide consumers with unparalleled ease of use.
NexWare's Firmware with the i3 GUI™ Graphical User Interface provides instant access to all the router functions using friendly Iconic images. No more searching through multiple pages of complex textual terms.
NexWare™ provides reliable, "business class" features that can be customized for almost any vertical application. Residential, Enterprise, Managed Service Provider and Quick Service Retail are some of the early adopter applications that are already benefiting from NexWare's full range of custom-configured deployment and management features.
Click here to see a live demo of the i3 GUI™. Click here to download the i3 GUI™ Spec Sheet. Click here to for i3 GUI™ White Paper. |
Corporate Profile
Nexaira Wireless Inc. (“Nexaira Wireless”), formerly Technology Publishing Inc., is a Nevada based
publicly traded corporation. Nexaira Wireless trades on the Over the Counter Bulletin Board Exchange
under the symbol
NXWI.OB.www.SEC.gov or www.SEDAR.com.
Market
We enable mobile operators, enterprises and home office users to expeditiously connect to, maintain and
manage high-speed data connections rivaling traditional land line connectivity, with unmatched
functionality, speed to market and ease of use.
Nexaira’s wireless broadband devices combine an intuitive user interface with advanced firmware,
middleware and management solutions, which ensure the user is always current, up-to-date and benefiting
from the most advanced features and functionality in the industry.
Technology
Nexaira delivers these solutions with custom configuration, branding and fulfillment services for mobile
and fixed data applications. Nexaira’s reliable, secure, over-the-air technologies accelerate customer’s
deployment of new data services, features and revenues including self-provisioning & self-activation for
“zero touch” deployments.
These technologies allow customers to deploy, update and manage wireless broadband devices, while
eliminating the complexity and cost of wired networks, extending product life cycles and reducing total
cost of ownership.
Corporate Name: Nexaira Wireless Inc.
Public Company Headquarters: 1404 510 West Hastings Street
Vancouver BC Canada V6B 1L8
604-682-5629
Operating Locations: Nexaira, Inc. San Diego – California, USA; Vancouver B.C. Canada
Web Address: www.nexaira.com
The NexAira in Wireless Solutions
6650 Lusk Blvd, B-203
San Diego, CA. 92121
Stock Listings: OTBB:NXWI.OB
Chief Executive Officer: Mark Sampson
Chief Financial Officer: Ralph Proceviat
Forward Looking Statements:
Certain information included in the Nexaira Wireless Inc. and Nexaira Inc. website
contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to,
among other things, plans and timing for the introduction or enhancement of our services and products, statements
about future market conditions, supply conditions, channel and end customer demand conditions, revenues, gross
margins, operating expenses, profits, and other expectations, intentions, and plans contained in certain information on
our website that are not historical fact. Our expectations regarding future revenues depend upon our ability to develop,
manufacture, and supply products that we do not produce today and that meet defined specifications. When used in
certain information on our website, the words "plan", "expect", "believe", and similar expressions generally identify
forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks
and uncertainties, including, but not limited to, changes in technology and changes in the wireless data communications
market. In light of the many risks and uncertainties surrounding the wireless data communications market, you should
understand that we cannot assure you that the forward-looking statements contained in certain information on our
website will be realized.
Mark Sampson – President, Chief Executive Officer & Director
Mr. Sampson brings over 20 years of executive management experience in the telecommunications and information technology sectors. Since 2000 Mark has been active as an adviser, investor and operator in technology companies in Canada and the United States. During the last few years, Mark served as CEO of GeM Solutions, Inc. and President and CEO of IP Applications, a leading provider of outsourced Internet Solutions, which saw revenues grow over 300% under his leadership.
Previously, Mark was the Vice President for Pender Financial Group, a Vancouver, B.C. based VCC (venture capital corporation). Prior to Pender, Mark was Senior Vice President & General Manager of Data Services for MetroNet, (acquired by AT&T) where he led the Data and Internet Services group from inception to $70 million in annualized revenue. Before joining MetroNet, he was Vice-President & General Manager of Telus Advanced Communications, Canada's second largest telecommunications company where he co-developed the Data and Internet Services group from less than $1 million in revenue in 1993 to over $70 million in 1998. Prior to Telus he held the position of Chief Operating Officer for CUE Data West, now operating as Open Solutions Canada. He is also a Principal of Level 10 Capital Corp, a Vancouver B.C. based investment firm that provides investment capital and business advisory services to a number of companies operating in Canada and the US.
Mark is a graduate of the Sauder School of Business at the University of British Columbia.
Ralph Proceviat, CA – Chief Financial Officer & Director
Mr. Proceviat has more than 25 years of business experience spanning a number of industries including high tech, telecommunications, real estate development and brokerage and manufacturing. Ralph has held various CEO, CFO and COO positions with public and private organizations operating throughout the United States and Canada. From 2001-2005, he was Chairman and President of ThrillTime Entertainment International, Inc., a publicly traded company. Through its U.S.-based subsidiaries, ThrillTime held the worldwide patents to amusement rides operating in 70 theme park sites around the world. From 1997-2000, he was CFO for a real estate marketing firm whose major client, Intrawest, had sales over $200 million per year. From 1986-1994 Mr. Proceviat was the CEO of Cue Datawest, one of Canada's largest software developers providing banking services and products for the credit union system. While at Datawest (now operating as Open Solutions Canada) Mr. Proceviat led the rebuilding of the company, including the funding and development of a $50 million banking system that has been installed throughout the world. Ralph is also a principal and director of Level 10 Capital Corp, a Vancouver B.C. based investment firm that provides investment capital and business advisory services to a number of companies operating in Canada and the US.
Mr. Proceviat is a Chartered Accountant (Price Waterhouse Coopers) and member in good standing with the Institute of Chartered Accountants of B.C. and holds a Bachelor of Commerce degree from the University of British Columbia.
Nexaira’s Board of Directors is comprised of proven senior executives with decades of operational experience and a broad range of entrepreneurial successes. They represent over 120 years of hands-on management and experience in finance, M&A, rapid-growth and public company accountability; wireless and wireline technology; IT software, hardware and services; international manufacturing, operations and supply-chain management. With over a century of impressive experience and credibility, they are well equipped to provide Nexaira’s management team with thoughtful vision, oversight and guidance. Nexaira’s Board includes:
Mark Sampson – President, Chief Executive Officer & Director
Mr. Sampson brings over 20 years of executive management experience in the telecommunications and information technology sectors. Since 2000 Mark has been active as an advisor, investor and operator in technology companies in Canada and the United States. During the last few years, Mark served as CEO of GeM Solutions, Inc. and President and CEO of IP Applications, a leading provider of outsourced Internet Solutions, which saw revenues grow over 300% under his leadership.
Previously, Mark was the Vice President for Pender Financial Group, a Vancouver, B.C. based VCC (venture capital corporation). Prior to Pender, Mark was Senior Vice President & General Manager of Data Services for MetroNet, (acquired by AT&T) where he led the Data and Internet Services group from inception to $70 million in annualized revenue. Before joining MetroNet, he was Vice-President & General Manager of Telus Advanced Communications, Canada's second largest telecommunications company where he co-developed the Data and Internet Services group from less than $1 million in revenue in 1993 to over $70 million in 1998. Prior to Telus he held the position of Chief Operating Officer for CUE Data West, now operating as Open Solutions Canada. He is also a Principal of Level 10 Capital Corp, a Vancouver B.C. based investment firm that provides investment capital and business advisory services to a number of companies operating in Canada and the US.
Mark is a graduate of the Sauder School of Business at the University of British Columbia.
Ralph Proceviat – Chief Financial Officer & Director
Mr. Proceviat has more than 25 years of business experience spanning a number of industries including high tech, telecommunications, real estate development and brokerage and manufacturing. Ralph has held various CEO, CFO and COO positions with public and private organizations operating throughout the United States and Canada. From 2001-2005, he was Chairman and President of ThrillTime Entertainment International, Inc., a publicly traded company. Through its U.S.-based subsidiaries, ThrillTime held the worldwide patents to amusement rides operating in 70 theme park sites around the world. From 1997-2000, he was CFO for a real estate marketing firm whose major client, Intrawest, had sales over $200 million per year. From 1986-1994 Mr. Proceviat was the CEO of Cue Datawest, one of Canada's largest software developers providing banking services and products for the credit union system. While at Datawest (now operating as Open Solutions Canada) Mr. Proceviat led the rebuilding of the company, including the funding and development of a $50 million banking system that has been installed throughout the world. Ralph is also a principal and director of Level 10 Capital Corp, a Vancouver B.C. based investment firm that provides investment capital and business advisory services to a number of companies operating in Canada and the US.
Mr. Proceviat is a Chartered Accountant (Price Waterhouse Coopers) and member in good standing with the Institute of Chartered Accountants of B.C. and holds a Bachelor of Commerce degree from the University of British Columbia.
Jim Grey – Director & Chairman of the Audit Committee
Mr. Grey is a veteran IT and Telecom executive with over 30 years of business development experience for companies including Radiant Communications, BC Telecom, Telus and IBM. As CEO of Radiant he led the company from a start up to one of Profit Magazine’s fastest growing companies reaching 27th position in 2004. While at Radiant, the company grew to manage over 10,000 secure IP connections across North America serving Fortune 500 customers including WalMart, Loblaw’s, Burger King and Money Mart.
As Vice President for BC Telecom, he developed the Data and Internet Services group from less than $1 million in revenue in 1993 to over $70 million in 1998. In 1996 he assumed responsibility for the regulated Data Services business which reached $235 million in 1998 with 475 employees before co-leading the merger with TELUS in 1999. During this time he also started and chaired the boards of subsidiary companies focused on providing value added services in healthcare and electronic commerce. As Executive Vice President and President of Advanced Communications he led the Telus expansion of services across Canada. Prior to BC Telecom, Jim had an extensive career with IBM culminating with him being named AGM for western Canada responsible for the software and services business with revenues of $310 million. Mr. Grey has been active as a board member throughout his career for many private and public companies as Accenture, British Columbia Institute of Technology (BCIT) and Junior Achievement. He was a board member and Chair of NCompass Labs who were purchased by Microsoft in 2000.
Jim holds a Bachelor of Commerce degree from the University of Manitoba.
Brad Weinert – Chairman
Mr. Weinert brings over 25 years of professional management experience in a variety of high-technology market segments including wireless data networking, computer software, local and wide area networking, telecommunications, online commerce and computer hardware and peripherals. He served as President for Novatel Wireless from August 2007 to December 2008 and as acting CEO from November 2006 to August 2007. Revenues at Novatel exceeded $430 million for FY 2007.
While at Novatel, Brad held increasingly responsible positions including Chief Operating Officer (November 2006 to August 2007); Sr. Vice President of Business Development (March 2003 to April 2006). From February 1999 to December 2001 he worked for Novatel in Product Management, Corporate Strategy capacities and was responsible for developing the IPO road show, technology & product road map, corporate strategy, corporate marketing, strategic partnerships and business development. Brad was part of the senior executive staff, who successfully raised $70 million through Novatel’s IPO. While VP Product Management, Brad was responsible for defining and delivering commercial and OEM products that led to $60 million in revenue in FY 2000 (up from $9 million in 1999). Brad was part of the team that successfully delivered long-term contracts with companies such as HP, Dell, Compaq, Verizon Wireless, Sprint, AT&T, IBM and Intel. From January 2002 to March 2003, during a short break from Novatel, Brad served as COO of Okbridge, an Internet gaming and software company.
From February 1998 to February1999, Brad was Vice President Product Management at IVasion/RouterWare Inc., where he oversaw the design, development and delivery of all commercial and OEM networking products. Mr. Weinert has also held senior management positions with NetManage Inc., Age Logic Inc. and PathwaySystems, where his responsibilities included engineering, sales and marketing of software and hardware products for local and wide area networking.
Mr. Weinert received a Bachelor of Science in Business Administration from San Diego State University.
Mike Donnell – Director
Mike Donnell has over 25 years experience leading public and private telecommunications and software companies ranging in size from start up phase to organizations with 2,500 employees.
From September 2008 to August 2009 Mike was President and CEO of Sutus an IT and telephony appliance manufacturer. From September 2006 to June 2008 he was President and CEO of New Global Telecom, a wholesale VoIP services provider where he engineered the signing of Comcast and Microsoft to a strategic partnership and distribution agreement that ultimately led to the acquisition of New Global Telecom by Comcast in February of 2010.
From August of 2003 to May of 2005, Mike served as President and CEO of ZI Corporation which was acquired by Nuance (NASDQ: NUAN).
Prior to ZI, Mike led Cellular One as its CEO to $725M in annual sales and industry record levels of combined growth and profitability leading to it’s acquisition by AT&T for $3.6 Billion.
From 1985 to 1998, Mike held several General Management positions with PageNet, including President of PageNet’s Western Region.
Mike is a graduate of Central Oklahoma University with a Bachelor of Business Administration degree.
(the “Corporation”)
CODE OF ETHICS AND BUSINESS CONDUCT
FOR DIRECTORS, SENIOR OFFICERS AND EMPLOYEES OF THE CORPORATION
(the “Code”)
This Code applies to the Chief Executive Officer, President, Chief Financial Officer, Principal Executive
Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar
functions (collectively, the “Senior Officers”) along with all directors and employees within the Corporation
(the Senior Officers, directors and employees are hereinafter collectively referred to as the “Employees”). This
Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but
it sets out basic principles to guide all Employees of the Corporation. All Employees should conduct themselves
accordingly and seek to avoid the appearance of improper behaviour in any way relating to the Corporation.
Any Employee who has any questions about the Code should consult with the Chief Executive Officer, the
President, the Corporation’s board of directors (the “Board”) or the Corporation’s audit committee (the “Audit
Committee”).
The Corporation has adopted the Code for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
- full, fair, accurate, timely and understandable disclosure in all reports and documents
that the Corporation files with, or submits to, the Securities and Exchange
Commission (“SEC”) and in other public communications made by the Corporation
that are within the Senior Officer’s area of responsibility;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of violations of the Code; and
- accountability for adherence to the Code.
HONEST AND ETHICAL CONDUCT
Each Senior Officer and member of the Board owes a duty to the Corporation to act with integrity. Integrity
requires, among other things, being honest and candid. Employees must adhere to a high standard of business
ethics and are expected to make decisions and take actions based on the best interests of the Corporation, as a
whole, and not based on personal relationships or benefits. Generally, a “conflict of interest” occurs when an
Employee’s personal interests is, or appears to be, inconsistent with, interferes with or is opposed to the best
interests of the Corporation or gives the appearance of impropriety.
Business decisions and actions must be made in the best interests of the Corporation and should not be
influenced by personal considerations or relationships. Relationships with the Corporation’s stakeholders - for
example suppliers, competitors and customers - should not in any way affect an Employee’s responsibility and
accountability to the Corporation. Conflicts of interest can arise when an Employee or a member of his or her
family receive improper gifts, entertainment or benefits as a result of his or her position in the Corporation.
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Specifically, each Employee must:
1. act with integrity, including being honest and candid while still maintaining the
confidentiality of information when required or consistent with the Corporation’s
policies;
2. avoid violations of the Code, including actual or apparent conflicts of interest with
the Corporation in personal and professional relationships;
3. disclose to the Board or the Audit Committee any material transaction or
relationship that could reasonably be expected to give rise to a breach of the Code,
including actual or apparent conflicts of interest with the Corporation;
4. obtain approval from the Board or Audit Committee before making any decisions
or taking any action that could reasonably be expected to involve a conflict of
interest or the appearance of a conflict of interest;
5. observe both the form and spirit of laws and governmental rules and regulations,
accounting standards and Corporation policies;
6. maintain a high standard of accuracy and completeness in the Corporation’s
financial records;
7. ensure full, fair, timely, accurate and understandable disclosure in the
Corporation’s periodic reports;
8. report any violations of the Code to the Board or Audit Committee;
9. proactively promote ethical behaviour among peers in his or her work environment;
and
10. maintain the skills appropriate and necessary for the performance of his or her
duties.
DISCLOSURE OF CORPORATION INFORMATION
As a result of the Corporation’s status as a public company, it is required to file periodic and other reports with
the SEC. The Corporation takes its public disclosure responsibility seriously to ensure that these reports furnish
the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and
business condition of the Corporation. All disclosures contained in reports and documents filed with or
submitted to the SEC, or other government agencies, on behalf of the Corporation or contained in other public
communications made by the Corporation must be complete and correct in all material respects and
understandable to the intended recipient.
The Senior Officers, in relation to his or her area of responsibility, must be committed to providing timely,
consistent and accurate information, in compliance with all legal and regulatory requirements. It is imperative
that this disclosure be accomplished consistently during both good times and bad and that all parties in the
marketplace have equal or similar access to this information.
All of the Corporation’s books, records, accounts and financial statements must be maintained in reasonable
detail, must appropriately reflect the Corporation’s transactions, and must conform both to applicable legal
- 3 -
requirements and to the Corporation’s system of internal controls. Unrecorded or “off the book” funds, assets or
liabilities should not be maintained unless permitted by applicable law or regulation. Senior Officers involved in
the preparation of the Corporation’s financial statements must prepare those statements in accordance with
generally accepted accounting principles, consistently applied, and any other applicable accounting standards
and rules so that the financial statements materially, fairly and completely reflect the business transactions and
financial statements and related condition of the Corporation. Further, it is important that financial statements
and related disclosures be free of material errors.
Specifically, each Senior Officer must:
1. familiarize himself or herself with the disclosure requirements generally applicable
to the Corporation;
2. not knowingly misrepresent, or cause others to misrepresent, facts about the
Corporation to others, including the Corporation’s independent auditors,
governmental regulators, self-regulating organizations and other governmental
officials;
3. to the extent that he or she participates in the creation of the Corporation’s books
and records, promote the accuracy, fairness and timeliness of those records; and
4. in relation to his or her area of responsibility, properly review and critically analyse
proposed disclosure for accuracy and completeness.
CONFIDENTIAL INFORMATION
Employees must maintain the confidentiality of confidential information entrusted to them by the Corporation of
its customers, suppliers, joint venture partners, or others with whom the Corporation is considering a business or
other transaction except when disclosure is authorized by an executive officer or required or mandated by laws
or regulations. Confidential information includes all non-public information that might be useful or helpful to
competitors or harmful to the Corporation or its customers or suppliers, if disclosed. It also includes
information that suppliers, customers and other parties have entrusted to the Corporation. The obligation to
preserve confidential information continues even after employment ends.
Records containing personal data about employees or private information about customers and their employees
are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be
disclosed only to authorized personnel or as required by law.
All inquiries regarding the Corporation from non-employees, such as financial analysts and journalists, should
be directed to the Board or the Audit Committee. The Corporation’s policy is to cooperate with every
reasonable request of government investigators for information. At the same time, the Corporation is entitled to
all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing,
including legal representation. If a representative of any government or government agency seeks an interview
or requests access to data or documents for the purposes of an investigation, the Employee should refer the
representative to the Board or the Audit Committee. Employees also should preserve all materials, including
documents and e-mails that might relate to any pending or reasonably possible investigation.
COMPLIANCE WITH LAWS
The Employees must respect and obey all applicable foreign, federal, state and local laws, rules and regulations
applicable to the business and operations of the Corporation.
- 4 -
Employees who have access to, or knowledge of, material nonpublic information from or about the Corporation
are prohibited from buying, selling or otherwise trading in the Corporation’s stock or other securities. “Material
nonpublic” information includes any information, positive or negative, that has not yet been made available or
disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in
deciding whether to buy or sell stock or other securities.
Employees also are prohibited from giving “tips” on material nonpublic information, that is directly or indirectly
disclosing such information to any other person, including family members, other relatives and friends, so that
they may trade in the Corporation’s stock or other securities.
Furthermore, if, during the course of an Employee’s service with the Corporation, he or she acquires material
nonpublic information about another company, such as one of our customers or suppliers, or you learn that the
Corporation is planning a major transaction with another company (such as an acquisition), the Employee is
restricted from trading in the securities of the other company.
REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY
FOR COMPLIANCE WITH THE CODE
The Corporation, through the Board or the Audit Committee, is responsible for applying this Code to specific
situations in which questions may arise and has the authority to interpret this Code in any particular situation.
This Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business
activities with the Corporation. Any Employee may seek clarification on the application of this Code from the
Board or the Audit Committee.
Each Employee must:
1. notify the Corporation of any existing or potential violation of this Code, and failure
to do so is itself a breach of the Code; and
2. not retaliate, directly or indirectly, or encourage others to do so, against any
Employee for reports, made in good faith, of any misconduct or violations of the
Code solely because that Employee raised a legitimate ethical issue.
The Board or the Audit Committee will take all action it considers appropriate to investigate any breach of the
Code reported to it. All Employees are required to cooperate fully with any such investigations and to provide
truthful and accurate information. If the Board or the Audit Committee determines that a breach has occurred, it
will take or authorize disciplinary or preventative action as it deems appropriate, after consultation with the
Corporation’s counsel if warranted, up to and including termination of employment. Where appropriate, the
Corporation will not limit itself to disciplinary action but may pursue legal action against the offending
Employee involved. In some cases, the Corporation may have a legal or ethical obligation to call violations to
the attention of appropriate enforcement authorities.
Compliance with the Code may be monitored by audits performed by the Board, Audit Committee, the
Corporation’s counsel and/or by the Corporation’s outside auditors. All Employees are required to cooperate
fully with any such audits and to provide truthful and accurate information.
Any waiver of this Code for any Employee may be made only by the Board or the Audit Committee and will be
promptly disclosed to stockholders and others, as required by applicable law. The Corporation must disclose
changes to and waivers of the Code in accordance with applicable law
NEXAIRA WIRELESS INC.
Under a Share Exchange Agreement dated September 29, 2009, Nexaira Wireless, acquired all of the
issued and outstanding common shares in the capital of Nexaira Inc. (“Nexaira”) from the shareholders of
Nexaira Inc. in consideration for the issuance 15,489,262 shares of its common stock. Details of this
transaction can be found in Nexaira Wireless’ Current Form 8-K filed with the Securities and Exchange
Commission on October 2, 2009 –
Founded in 2005, Nexaira’s routing solutions are simple to install, yet provide the advanced management
and business class features demanded by the most sophisticated users. The patent pending I3 GUI makes
routing platforms quick and easy to install providing the functionality, performance and ease of use
expected in the market today. Nexaira routing devices are ideal for high availability applications acting as
the primary router for wireless, DSL, landline or cable networks can be used to provide complete device
and network redundancy in wan-failover/ fail back applications. Headquartered in San Diego with a
corporate office in Vancouver, Nexaira has thirty employees.NXWI - Daily Candlesticks
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