OTC Market Tier Pink Quote/OTCBB
Business Stage Development Stage Company
State Of Incorporation DE
Jurisdiction Of Incorporation United States
Year Of Incorporation 1998
Company Officers Michael Kurdziel, CEO, President, CFO, Secretary
SEC Reporting Status SEC Reporting Company
Fiscal Year End 12/31
Estimated Market Cap $53,869,772 as of Sep 30, 2008
Outstanding Shares 26,934,886 as of Aug 14, 2008
Number of Share Holders of Record 95 as of Mar 28, 2008
Current Capital Change shs decreased by 1 for 2 split
Pay Date: Apr 16, 2008
- Note=4-06 State of Incorporation Maryland changed to Delaware
- Formerly=MMA Media, Inc. until 2-2008
- Formerly=Commerce Development Corporation Ltd. until 6-07
- Capital Change=shs decreased by 1 for 2184 split. Pay date=04/11/2006.
- Capital Change=shs increased by 40 for 1 split. Ex-date=6-8-07. Rec date=6-5-07. Pay date=6-7-07.
- Capital Change=shs decreased by 1 for 9 split. Pay date=2-5-08.
Transfer Agent Island Stock Transfer
100 Second Avenue South
St. Petersburg, FL 33701
OVERVIEW OF THE COMPANY
The disclosures about our history reflect the Company's capital structure as of the time of the occurrences described and do not take into account subsequent stock splits or other adjustments to the Company's capital structure.
We incorporated in the State of Maryland in May 1998 under the name Majestic Financial, Ltd. From inception to March 31, 2002, we were a wholly-owned subsidiary of The Majestic Companies, Ltd. In March 2002, The Majestic Companies, Ltd.'s board of directors approved a plan to spin-off our company to an entity controlled by The Majestic Companies, Ltd.'s former chief executive officer and to The Majestic Companies, Ltd.'s stockholders.
In 2002, we conducted a 1-for-10 reverse stock split of our issued and outstanding capital stock pursuant to which each ten shares of our common stock issued and outstanding on the record date of August 31, 2002 was converted into one share of our common stock. We had 27,150,000 shares of common stock issued and outstanding immediately prior to the reverse stock split and 2,715,000 shares thereafter.
We changed our name to Commerce Development Corporation, Ltd. in April 2002.
On September 24, 2002, we acquired USM Financial Solutions, Inc. through a Capital Stock Exchange Agreement. Pursuant to the agreement, USM Financial Solutions became our wholly-owned subsidiary. USM Financial Solutions has no assets and liabilities and has had no business activities since December 31, 2002.
On April 7, 2006, we entered into an Agreement and Plan of Merger with a newly formed wholly-owned subsidiary, Commerce Development Corporation, Ltd., a Delaware corporation, for purposes of changing our state of incorporation from Maryland to Delaware. On the same day, we conducted a 2,184-to-1 reverse stock split of our issued and outstanding capital stock pursuant to which each 2,184 shares of our common stock issued and outstanding on the record date of April 5, 2006 was converted into one share of our common stock. We had 98,285,596 shares of common stock issued and outstanding immediately prior to the reverse stock split and 45,096 shares thereafter.
Effective June 5, 2007, we changed our name to MMA Media Inc. and conducted a 40-for-1 forward stock split of our issued and outstanding capital stock pursuant to which each one share of our common stock issued and outstanding on the record date of June 5, 2007 was split into 40 shares of our common stock. We had 1,348,050 shares of common stock issued and outstanding immediately prior to the forward stock split and 53,922,000 shares thereafter.
On August 14, 2007, we launched our website announcing our entry into a new line of business. We sought to capitalize on the explosive growth of mixed martial arts by creating what we believed to be the first comprehensive media company dedicated solely to the sport. We planned to distribute third party and proprietary mixed martial arts media content, goods and services through multiple media platforms such as the Internet, television and print. These media platforms were expected to be secured through acquisitions and strategic partnerships.
On January 24, 2008, we entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Poise Profit International, Ltd. ("Poise Profit") and the shareholders of Poise Profit. Pursuant to the Share Exchange Agreement, we agreed to acquire 100% of the issued and outstanding shares of Poise Profit's common stock in exchange for the issuance of 41,514,179 shares of our common stock to the shareholders of Poise Profit. The share exchange (the "Share Exchange") transaction was consummated on April 15, 2008.
On January 25, 2008, we entered into and closed an Asset Purchase Agreement with MMA Acquisition Company, a Delaware corporation, pursuant to which we sold substantially all of our assets to MMA Acquisition Company in exchange for MMA Acquisition Company's assuming a substantial majority of our outstanding liabilities. The transferred assets consisted of letters of intent for the proposed acquisitions of MMAWeekly.com, dated June 9, 2007, and Blackbelt TV, Inc., dated July 16, 2007, and all shares of common stock in Blackbelt TV, Inc. we owned, among other things. The total book value of the assets acquired was approximately $317,000. The assumed liabilities consist of accounts payable, convertible debt, accrued expenses and shareholder advances of approximately $360,000.
Effective February 5, 2008, we changed our name to China Energy Recovery, Inc. and conducted a 1-for-9 reverse stock split of our issued and outstanding capital stock pursuant to which each nine shares of our common stock issued and outstanding on the record date of February 4, 2008 was converted into one share of our common stock. We had 85,067,000 shares of common stock issued and outstanding immediately prior to the reverse stock split and 9,451,889 shares thereafter.
On April 15, 2008, we closed the Share Exchange pursuant to which we acquired all of the issued and outstanding shares of Poise Profit's common stock in exchange for the issuance of 41,514,179 shares of our common stock to Poise Profit's stockholders. Upon the closing of the transaction, Poise Profit became our wholly-owned subsidiary.
On April 16, 2008, we conducted a 1-for-2 reverse stock split of our issued and outstanding capital stock pursuant to which each two shares of our common stock issued and outstanding on the record date of April 15, 2008 was converted into one share of our common stock. We had 50,966,068 shares of common stock issued and outstanding immediately prior to the reverse stock split and 25,483,034 shares thereafter.
From inception until 2000, we were engaged in the limited origination and servicing of new modular building leases. We conducted such activity primarily in the State of California and accounted for all the leases we entered into as operating leases. We ceased entering into new leases in 2000. Between 2000 and January 24, 2007, we were a development stage company in the business of providing business management and capital acquisition solutions. As a result of the closing of the Share Exchange on April 15, 2008, our new business operations consist of those of Poise Profit's Chinese subsidiary, HAIE Hi-tech Engineering (Hong Kong) Company, Limited ("Hi-tech"), which is principally engaged in designing, marketing, licensing, fabricating, implementing and servicing industrial energy recovery systems. Poise Profit was incorporated on November 23, 2007 under the laws of the British Virgin Islands. Hi-tech was incorporated under the laws of the Hong Kong Special Administration Region, China on January 4, 2002. Hi-tech carries out its operations mainly through Shanghai Hai Lu Kun Lun Hi-tech Engineering Co., Ltd. ("Shanghai Engineering") with which Hi-tech has a contractual relationship. This arrangement reflects Chinese limitations on foreign investments and ownership in Chinese businesses. Shanghai Engineering's manufacturing activities are carried out by Shanghai Si Fang Boiler Factory-Vessel Works Division ("Vessel Works Division") located in Shanghai, China through a lease agreement with Vessel Works Division's owner. We are headquartered in Shanghai, China.
The energy recovery systems that Hi-tech and Shanghai Engineering produce capture industrial waste energy for reuse in industrial processes or to produce electricity and thermal power, thereby allowing industrial manufacturers to reduce their energy costs, shrink their emissions and generate sellable emissions credits. Hi-tech and Shanghai Engineering have primarily sold energy recovery systems to chemical manufacturing plants to reduce their energy costs by increasing the efficiency of their manufacturing equipment. Hi-tech, through Shanghai Engineering, has installed more than 100 energy recovery systems throughout China and in a variety of international markets.
QUARTER 4 REPORT 2008
The information provided here has been obtained from publicly available sources as well as directly from issuers in some cases.