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ERGO / 2.300 / 4/05.. Ergo Science Corporation Announces Signing of Agreement to Acquire Business-to-Business Publishing Business of Highbury House Communications plc
Wednesday February 9, 2:00 am ET
NORTH ANDOVER, Mass.--(BUSINESS WIRE)--Feb. 9, 2005--Ergo Science Corporation ("Ergo") (OTCBB:ERGO - News) today announced that it has entered into a share purchase agreement to acquire the business publishing division ("Business") of Highbury House Communications plc ("Highbury House") for a purchase price of GBP 12.5 million (approximately $23.5 million).
The Business, comprising of eight wholly-owned subsidiaries of Highbury House, provides information across a diverse range of sectors including printed and web-based magazines, data services and directories, exhibitions, conferences and award ceremonies.
The business being sold includes: 13 trade names (including: Checkout; Electrical Times; Independent Grocer; The Motor Ship; World Travel Guide; and Motor Trader); 150 domain names (including: columbusguides.com; groweroftheyear.com; harpers-wine.com; motorship.com; motortrader.com; travel-guide.com; and worldfish.com); approximately 45 magazine titles (including: Motor Trader; World Fishing Magazine; Export Times; Checkout; World Travel Guide; Television World; and Electronics World); and approximately 35 exhibitions (including: European Hotel Design Awards; The International Wine & Spirit Competition; The Retail Industry Awards; Quality Food and Drinks Awards; and Europe Power Conference and Exhibition).
The GBP 12.5 million (approximately $23.5 million) purchase price is subject to a working capital adjustment to be determined following completion and any inter company indebtedness.
The acquisition is expected to be completed in early April 2005 and is subject to approval by the shareholders of Highbury House, as required by the U.K. listing rules, as well as customary closing conditions. Ergo intends to finance the acquisition with cash and cash equivalents.
According to its 2003 annual report, Highbury House "is a leading international print and online publisher of over 200 consumer, business to business and client magazines, as well as an organizer of events around the globe." Highbury House Communications plc is listed on the FTSE Index.
Forward-Looking Statements
All statements in this press release, other than statements of historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers should not place undue reliance on any forward-looking statements, which speak only as of the date made. Although Ergo believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. It is important to note that actual results could differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially include without limitation: decreases or changes in demand for Ergo's products and events, changes in market trends, general competitive pressures from existing and new competitors, price volatility of raw materials and packaging, foreign currency exchange rate fluctuations, future investment returns in pension plans, changes in laws and regulations, adverse changes in operating performance, adverse economic conditions and other factors. Further information concerning factors that could cause actual results to differ materially from those in the forward-looking statements are contained from time to time in Ergo's filings with the Securities and Exchange Commission. Ergo undertakes no obligation to revise the forward-looking statements to reflect any future events or circumstances. All forward-looking statements attributable to Ergo are expressly qualified in their entirety by this cautionary statement.
About Ergo
Ergo Science Corporation, based in North Andover, Massachusetts, was a biopharmaceutical company developing a treatment for metabolic disorders. From incorporation through March 2001, Ergo was engaged in the development of ERGOSET® tablets for the treatment of type 2 diabetes. In March 2001, Ergo decided that the next phase of the development of ERGOSET® would be better undertaken by a company with more experience with human drug development and more resources for regulatory approval and marketing. At the Annual Meeting of Stockholders held on October 15, 2001, stockholders approved the imposition of transfer restrictions on Ergo's common stock. These transfer restrictions were implemented on October 19, 2001. On November 24, 2003, Ergo sold all of its scientific and research assets and certain other intellectual property assets to Pliva d.d., a company organized under the laws of Croatia ("Pliva"). Since that sale, Ergo has been seeking one or more established businesses to acquire using its approximately $26.4 million in cash and cash equivalents. The potential acquisition of the Business will be Ergo's first business since selling its scientific and research assets in November 2003.
For more information about Ergo, please visit www.sec.gov to review Ergo's SEC filings.
--------------------------------------------------------------------------------
Contact:
Ergo Science Corporation
Lisa DeScenza, 978-688-8833
--------------------------------------------------------------------------------
Source: Ergo Science Corporation
http://biz.yahoo.com/bw/050209/86138_1.html
Please include FE date and current PPS in title line as it makes it easier for folks to track. Thanks for your support/entries.
Stocks with FE's set for February:
MTSX - now 3.45/3.50
http://investorshub.com/boards/read_msg.asp?message_id=4880592
AVWF - now .27/.28
http://investorshub.com/boards/read_msg.asp?message_id=5105225
OSFT - now .024/.03
http://investorshub.com/boards/read_msg.asp?message_id=5165176
LGMB - now .091/.10
http://investorshub.com/boards/read_msg.asp?message_id=5212252
SIDY - now .09/.10
http://investorshub.com/boards/read_msg.asp?message_id=4908608
Stocks with a "First Quarter" FE:
NEOP - now .67/.69
http://investorshub.com/boards/read_msg.asp?message_id=4911172
SWTS - now .22/.29
http://investorshub.com/boards/read_msg.asp?message_id=5231268
SWTS, Sweet Success Plans to Begin Relaunch with Diet Shakes and Bars in First Quarter of This Year and Plans to be Fully Reporting in the Near Future
Wednesday January 26, 11:41 am ET
SAN ANTONIO, Jan. 26, 2005 (PRIMEZONE) -- Historically, Sweet Success (Other OTC:SWTS.PK - News) has been the number two diet shake, commanding about 18% of total market; second only to Slim Fast. The sales were in excess of $40 million a year. Nestle spent approximately $185 million developing the Sweet Success brand. Over the last two years, Sweet Success Enterprises Inc. has been repositioning to introduce products back into the market.
Sweet Success is currently traded on the OTC Pink Sheets and announced today that it is making plans to list on the OTC Bulletin Board. The company's President, Bill Gallagher, indicated today that, ``The OTC Listing is in the best interest of the shareholders. Having financials available on a quarterly basis will give a great deal of confidence to current and future investors. The company feels that this move is timely with current plans to begin the new marketing program for most of the company's products during the first quarter of 2005.''
The Private Securities Litigation Reform Act of 1995 (the ``Act'') provides a safe harbor for forward-looking statements made by the Company or on its behalf. All statements which address actual results could differ materially from those expressed or implied in forward-looking statements. Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, the Company's operating performance, events, or developments that the Company expects or anticipates may occur in the future are forward-looking statements. These statements are made on the basis of management's views and assumptions; as a result, there can be no assurance that management's expectations will necessarily come to pass. Management cautions that ability to attract clients and generate business; a decline in the Company's financial ratings; the competitive environment; the Company's ability to raise sufficient capital to meet the collateral requirements associated with its current business and to fund the Company's continuing operations; and changes in market conditions.
Contact:
Sweet Success Enterprises Inc.
William J. Gallagher, President
(210) 824-2496
www.sweetsuccess.com
Source: Sweet Success Enterprises Inc
http://biz.yahoo.com/pz/050126/71530.html
SIDY .095/10--forward event prior to 14 Feb 2005:
Here is the company they are acquiring (government contractor).
http://www.sysmanagement.com/aboutUs/default.aspx
Original PR post:
http://investorshub.com/boards/read_msg.asp?message_id=4908608
LGMB .11 x .125....
Legend Mobile to Enter the iPod Accessory Market
FRIDAY, JANUARY 21, 2005 4:31 PM
- Market Wire
ANN ARBOR, MI, Jan. 21, 2005 (MARKET WIRE via COMTEX) -- Legend Mobile Inc. (LGMB) today announced that it intends to enter the iPod accessory market. Legend expects to market branded cases, covers, and headphones on its new site, www.ipodmerch.com.
Legend is currently in discussions with several major recording artists, top brands, and various entertainment properties. The company has also secured a North American based supplier to manufacture products under the company's proposed licenses.
"We believe that we are uniquely positioned to create and market branded products for the new iPod economy. With our strong background in licensing and consumer electronics, we anticipate offering accessory products that are as cool as the iPod itself," said Peter Klamka President of Legend Mobile.
Ipodmerch.com is expected to launch in February.
Legend Mobile has previously worked with a number of licensors including popular NASCAR drivers and top recording artists such as Nelly and Christina Aguilera. Legend has also created branded products with both Palm and Motorola.
WDSO .035/.05 April 2005:
see note below
(BSNS WIRE) Wireless Data Solutions and IDA Corporation Agree to a Consolidation/Merger to Design and Build New Products and Software for Automatic Vehicle Status Reporting and GPS Location
Business Editors / High-Tech Writers
SAN DIEGO--(BUSINESS WIRE)--Dec. 7, 2004--
An Agreement has been signed by the boards of Wireless
Data Solutions (OTC:WDSO), and IDA Corporation, a privately held
company in Fargo, North Dakota, to combine companies.
The Agreement caps joint discussions to make both companies
stronger within the industries they serve, while increasing market
share and providing a competitive advantage in the various fields of
producing high technology products such as: VoIP (Voice over Internet
Protocol) equipment, Digital Remote Control devices used to control
two-way radio base station equipment, and Fleet Mobile Data Terminal
products with GPS and proprietary software oriented toward fleet
vehicle tracking and other fleet related vehicle status reporting
operations. The company's Mobile Data Terminals (MDTs) report and
announce vehicle information to a dispatch location or central office
using real-time wireless networks, and subsequently store all vehicle
activity during the course of a workday. Management reports are then
available to maximize the efficiency factor in vehicle operations and
productivity, therefore providing customers with a compelling
competitive advantage in the area served. The final combination of the
companies is contingent on WDSO shareholder approval and raising a
limited amount of equity funds on or before April 30, 2005.
Wireless Data Solutions (WDSO), through its wholly owned
subsidiary DINET, manufactures and sells Mobile Data Terminals with
GPS location, providing fleet vehicles with real time status reporting
to a central office environment using proprietary dispatching
software. The company has an extensive customer base and has been in
business since 1987. It has manufactured in excess of 19 thousand
Mobile Data Terminals (MDTs) since the business began. WDSO has been
instrumentally successful in providing a way that MDTs can operate
over a myriad of complex two-way radio systems without recurring
monthly charges to truck fleets, specifically Ready Mix Concrete
fleets and "for hire transportation" fleets equipped with status
reporting capabilities containing proprietary software. Then, with
next generation products, transfer of vehicle information will be
available over many other digital wireless networks. The Combination
of these companies will allow WDSO and IDA to design and build new
Mobile Data Terminal products that are completely automated; meaning
most GPS and vehicle status inputs will be accomplished without driver
intervention. This means GPS location and various vehicle-operating
parameters are reported to a dispatcher or central office without
driver input. Notably, this standard could be applied to many vertical
markets where fleet vehicle management is not only important but
operating efficiency a crucial ingredient. The combined companies will
also continue discussions to employ a patentable vehicle sensor
device, which will capture and report many vehicle inputs and send the
information either real time, or store the information and then send
via existing Wi-Fi networks as the vehicle closes in on its home base
of operations.
IDA Corporation: IDA Corp. has a long-standing, twenty-seven year
reputation of designing and building electronic products and equipment
for a wide variety of wireless applications used by federal
government, State/Local governments, and business entities worldwide.
The company just recently finished developing and is selling VoIP
(Voice over Internet Protocol) products globally. IDA Corporation
employees on site design engineering, and contract manufacturing, and
the company has produced many finished goods to such companies as
M/A-COM formally General Electric Radio System products, US Navy,
Federal Express, NASA and Lockheed. IDA has also developed a Global
Tracking Data Center, which captures information relating to automatic
GPS tracking called "TRAKIT", which utilizes various wireless networks
to transport data. The GTDC is also capable of providing information
to various customers' outlets simultaneously via an Internet Based
technology or Local Area Network for complete "hands on" monitoring of
desired collateral equipment using the TRAKIT system. Globally, IDA
Corp. is one of only a few companies providing this service.
Combined, WDSO and IDA Corporation will meet objectives through
significant R & D programs directed toward fleet vehicle optimization;
further developing the company's expertise in providing specialized
contract engineering and manufacturing services; building its existing
customer base by providing an efficient and easy to use Global
Tracking Data Center, which tracks and monitors vehicles nationwide;
and, making choices to develop new products and programs designed to
build value for its shareholders over the long term.
IDA Corp. President and CEO Reed Danuser, and WDSO Executive Vice
President Robert Chase will lead the new combined company; both have
many years of operations and executive management experience in
producing results principally in high technology areas.
This discussion may include certain "forward looking" statements
that reflect our current views with respect to future events and
financial performance. Investors should be aware that actual results
may differ materially from our expressed expectations because of risks
and uncertainties inherent in future events; particularly those risks
identified and set forth previously. Factors that could cause or
contribute to such differences include, but are not limited to those
discussed in this section. Investors should not unduly rely on these
forward-looking statements. We undertake no duty to update the
information in this discussion if any forward-looking statement later
turns out to be inaccurate.
Reported a profit last quarter; O/S 15.1 mil
OSFT .02/.025 February 2005:
January 19, 2005 07:00 AM US Eastern Timezone
ObjectSoft Corp. to Acquire Nanotechnology Assets of Terra Solar Development Corp; Asks Shareholders to Approve Name Change to Nanergy Corp.
NEW YORK--(BUSINESS WIRE)--Jan. 19, 2005--ObjectSoft Corp. (OTC: OSFT) today announced that it has agreed to acquire all of the nanotechnology assets of Terra Solar Development Corp. (TSDC to be renamed RES Inc.) and also Accusealed of Hungary. After the closing of the acquisition, expected to take place in February 2005, ObjectSoft will ask shareholders to approve a change in the Company's name to Nanergy Corp.
The principal nanotechnology assets being acquired include:
-- Patents issued and applied for, as well as patent disclosures related to the use of carbon nanotubes in
-- nickel-carbon nanotube batteries
-- hydrogen storage in carbon nanotubes
-- Design of a number of Nanofilm-based PV consumer products
-- Related contracts with workers and consultants
The assets are being acquired debt-free. As consideration for the purchase, shareholders of TSDC will receive equity equal to 90.9% of the total equity in ObjectSoft. Based on the achievement of certain milestones, additional shares may be issuable to Nanergy management.
60% of the shareholders of ObjectSoft have signified their approval of this transaction, which is still subject to conclusion of a definitive agreement, shareholder and Board approvals and customary closing documents.
ObjectSoft had previously announced that it and its investors had invested a total of $250,000 in Terra Solar Development Corp. Upon the completion of this transaction, ObjectSoft will own all of the nanotechnology assets of TSDC and Accusealed.
About Nano-PV Films and Nanotechnology
The products being developed, which will be acquired as part of this transaction, are believed to be the first to use PV Nanofilms, which combine thin films and nanotechnology so they can also work indoors in most lighting situations. Nanofilms have elements below 1000 and even below 100 nanometers. The National Science Foundation (NSF) defines nanotechnology as consisting of components and elements 1000 nanometers and under. (1 nanometer is one billions of a meter or 10 Angstroms).
About ObjectSoft Corp.
ObjectSoft Corp. is a publicly traded nanotechnology company located in New York City. ObjectSoft Corporation is a company focusing on the combination of photovoltaic cells and carbon nanotubes.
About Terra Solar Development Corp.
TSDC is a well-known pioneer in the fields of photovoltaic cells and nanotechnology. Dr. Zoltan Kiss, TSDC's chief scientist is the inventor of the digital watch, and has over 30 patents to his credit, including fundamental nanotechnology patents.
Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties. This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," "promise," "seeking to," "negotiating to" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Contacts
MarketConnexxions, LLC
Ken Lowman, 212-922-0573
info@marketconnexxions.com
NWAU .80 mid March 2005:
NowAuto, Inc. to Acquire One of Southwest's Largest Used Car Dealerships With $15 Million in Sales
Acquisition Will Be for All Cash and Accretive to 2005 Earnings and Expected to Double Revenue on an Annualized Basis
PHOENIX, Jan. 19, 2005 -- NowAuto, Inc. (OTC: NWAU) announced today that they signed an executed purchase agreement to acquire one of the largest independent used car dealerships in the Southwestern, US. The dealership has current sales of approximately $15 million and could reach $20 million in sales in 2005. Per the purchase contract, both parties have agreed to keep the name of the dealership confidential until the transaction is completed. The transaction will be all cash and should more than double the revenue projections of NowAuto for 2005. The acquisition is expected to close in the next 60 days. The company anticipates this to be the final acquisition before filing to become a fully reporting company.
Scott Miller, CEO states, "This acquisition gives NowAuto the size and scale to truly be a player in the Southwest's used car market. This acquisition will make NowAuto one of the top independent automobile dealerships based in the Southwest. Our employees and shareholders should be very excited about this opportunity. Once we complete the acquisition, we will file to become a fully reporting company immediately. This will be the 2nd acquisition in 2005 but this transaction is a major step toward our three-year plan to reach $100 million in annual revenue. We expect to sell 400 cars per month system wide.
"One of the questions we get asked each and every day is about the filing to become a fully reporting company. When we started this company we had a plan to hit $10 million in sales in 2005. A few months later, we are now looking at the range $30 million in sales for 2005 once this merger is completed. We have remodeled our dealerships, increased our auto inventory, and been on a marketing blitz. Once we complete this acquisition, we plan to file the Form 10 immediately. This delay, even though frustrating, has made NowAuto a much better and stronger company," continued Miller.
"This acquisition also brings over 14 years of experience in the auto industry and a very knowledgeable senior management to NowAuto, Inc. This company is a perfect fit for NowAuto's demographic. This acquisition also brings an important element of in-house auto repair, service, emissions, detailing and towing. Having these services on property will significantly cut costs and enhance productivity. The acquisition is an ideal location to service all NowAuto's dealerships," said Miller.
For questions, please contact Scott Miller at 480-990-0980 or smiller@nowauto.com.
Statements contained in this release, which are not historical facts, may be considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and the current economic environment.
We caution the reader that such forward-looking statements are not guarantees of future performance. Unknown risk, uncertainties, as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements.
Hmmmmm. Well see it here but still no reference on many of the sites ... thanks :)
WSHA reverse split JAN 22, 2005 of 20:1 please read the rest
Insiders own 43% of shares
o/s is 34M
Revenues over $3M but no real profit to speak of so far.
75M will be simultaneously or subsequently authorized to 75M at split time
Form 4 flowing from insiders
Question: Why would insiders vote a r/s leaving an o/s of under 2M?
hey ed. :) --- I find no such ticker?
MXLK 4.80/4.90 forward event completed (news after close):
MedXLink Corp. Completes Merger with Particle Drilling Technologies Inc.
January 14, 2005 17:25:00 (ET)
HOUSTON, Jan 14, 2005 (BUSINESS WIRE) -- Particle Drilling Technologies Inc., a developer of a patented particle impact drilling technology for use in oil and gas exploration ("Particle Drilling" or "PDTI"), and MedXLink Corp., (MXLK, Trade)("MedXLink"), today announced they have completed the previously announced acquisition of PDTI by MedXLink in a stock-for-stock transaction. The combined company will have approximately 22 million fully diluted shares outstanding. MedXLink intends to change its name to Particle Drilling Technologies Inc. and its stock ticker in the near future.
John D. Schiller, Jr., the chief executive officer of PDTI, stated: "This merger continues to advance the Particle Drilling business plan as we remain focused on final development and commercialization of our technology. The Particle Drilling technology has the potential to reduce the cost of drilling for oil and gas by decreasing the cost and time required to drill through difficult formations."
PDTI's patented Particle Impact Drilling system utilizes a specially designed drill bit fitted with jetting nozzles that serve to accelerate spherical steel particles ("shot") entrained with drilling mud into the path of the drill bit. Each particle is driven into the rock formation at a high velocity and through momentum change, delivers forces many times greater than the compressional strength of the rock, even in formations that exist in the subsurface at elevated hardness and stress. The number of steel shot strikes on the formation varies with the amount of shot entrained into the mud system. The Particle Impact Drilling system is expected to entrain, circulate, and recover steel shot in the mud system without allowing the shot to circulate through a rig's pumps. The system is designed as a mobile service that is expected to be provided to the oil and gas operator as part of the normal drilling process. The system is expected to result in increased bit life, longer footage runs and much higher rates of penetration, thereby significantly reducing drilling costs and improving overall economics in the oil and gas drilling industry. PDTI believes its Particle Impact Drilling system has broad market application that will significantly reduce drilling costs in the drilling market.
Pursuant to the Agreement and Plan of Reorganization, many of the officers and directors of PDTI will become officers and directors of MedXLink. A brief biography of PDTI's senior management and its expected Board of Directors is summarized below.
Officers & Directors
John D. Schiller, Jr., President and CEO
Mr. Schiller was previously with Devon Energy where he was vice president, Exploration & Production with responsibility for Devon's Domestic & International activities. Before joining Devon Energy he was executive vice president, Exploration & Production for Ocean Energy Inc. He was responsible for Oceans' worldwide exploration, production and drilling activities.
Mr. Schiller joined Ocean Energy from Seagull Energy, where he served as senior vice president of Operations before the two companies merged in March of 1999. He joined Seagull Energy from Burlington Resources, where he served in a variety of operational and management positions over a period of 14 years, including Production and Engineering Manager for the Gulf Coast Division. Prior to this assignment, he managed the corporate acquisition group for Burlington Resources.
Mr. Schiller graduated with honors from Texas A&M University with a Bachelor of Science in petroleum engineering and now serves as chairman of the Texas A&M Petroleum Engineering Industry Board. He is a member of the Society of Petroleum Engineers, American Petroleum Institute, American Association of Drilling Engineers and Board member of the Houston Producers Forum.
Ken R. LeSuer, Chairman and Independent Director
Ken R. LeSuer retired in 1999 as vice chairman of Halliburton Company. Prior to becoming the vice chairman, Mr. LeSuer served as both the president and CEO of Halliburton Energy Services and as president and chairman of Halliburton Energy Group. He also served as president and CEO of three Halliburton units during his tenure. Mr. LeSuer began his career with Halliburton as an engineer-in-training in 1959. From 1965 through 1982, he served in managerial positions in Asia Pacific and Europe/Africa and was serving as vice president of Europe/Africa before returning to Duncan, Okla., to assume the position of vice president of International Operations in 1982.
Mr. LeSuer was a member of the Texas A&M University Petroleum Engineering Industry Board, as well as the TAMU Dwight Look College of Engineering External Advisory and Development Council. He has served as vice president Services Division of the International Association of Drilling Contractors, and is a member of numerous petroleum and geological engineering societies, including Society of Petroleum Engineers, the American Petroleum Institute, the National Ocean Industries Association, and the Petroleum Equipment Suppliers Association. Mr. LeSuer received his bachelor's degree in petroleum engineering from Texas A&M University in 1959.
J. Chris Boswell, Senior Vice President, CFO and Director
Mr. Boswell has over 19 years of experience in financial management focused in the energy industry and began his career at Arthur Anderson & Co. and later served in management positions with Price Waterhouse in Houston. He served as senior vice president and chief financial officer of Petroleum Geo-Services ASA ("PGS") from December 1995 until October 2002. PGS grew from a small enterprise in 1994 when Mr. Boswell joined the company to a $1 billion annual revenue enterprise with a peak enterprise value of $6 billion. Subsequent to Mr. Boswell's departure and following a change of control within PGS, the new management of PGS filed for bankruptcy protection in July 2003 in order to restructure PGS's debt portfolio. The restructuring was successfully completed and PGS emerged from bankruptcy in October 2003. In all, during his tenure as CFO at PGS, Mr. Boswell financed over $3 billion of capital expenditures to fund the Company's growth. Additionally during 1995, Mr. Boswell and other senior executives at PGS developed the concept to create a unique oil and gas company using a non-exclusive license in PGS' seismic data library as seed capital. This company became Spinnaker Exploration Company (SKE, Trade) and now has a market capitalization in excess of $1 billion. Mr. Boswell is a 1984 graduate of the University of Texas at Austin.
Thomas E. Hardisty, Senior Vice President, Corporate Development and Director
AVWF .17/.185 February 2005
AirRover Acquisition Target, Diamond I Technologies, to Preview Hand-Held Gaming System
Thursday January 13, 9:05 am ET
Gaming System Public Preview to Follow Soon After Mid-January Closing of Acquisition
BATON ROUGE, La.--(BUSINESS WIRE)--Jan. 13, 2005--AirRover Wi-Fi Corp. (OTCBB:AVWF - News), a Wi-Fi (wireless fidelity) Internet access provider, announced today that Diamond I Technologies, the Los Angeles-based computer software developer to be acquired by AirRover, will be offering to the public a web-based preview of its hand-held Wi-Fi-based gaming system, beginning in early February 2005. Already, Diamond I has previewed the system for private audiences in client-and-regulatory-specific presentations. This interactive web-based preview will give the general public a comprehensive first-look at the system's innovative features.
AirRover and Diamond I have scheduled the formal closing of the acquisition transaction for mid-January, the companies having signed the acquisition agreement on January 7, 2005.
Diamond I's "WifiCasino GS Concierge and Gaming System" seeks to revolutionize the casino/resort experience by offering access to casino games and hotel services essentially anywhere on a casino/resort's premises. Where necessary, Diamond I intends to seek regulatory approval of its gaming system, which is made secure and reliable by a patent-pending security system. Diamond I's web address is www.diamonditech.com.
Mike Prasad, CTO of Diamond I, stated, "We are very excited to present our technology to the public. We want them to look at our system and begin to imagine what their next resort experience may be like."
"We are extremely excited about the progress Diamond I has been making on its innovative gaming system," said David Loflin, AirRover's president. Mr. Loflin also noted that the company had already begun negotiations with its warrant holders, seeking the exercise of outstanding warrants, which warrants represent an equity influx of up to $5,000,000 of new capital to the company.
About AirRover Wi-Fi Corp.
AirRover Wi-Fi Corp. is a development-stage company that develops and operates wireless Internet access systems. It provides Wi-Fi Internet access in Louisiana, Arizona, Maryland, Pennsylvania, Nebraska and Washington, D.C. AirRover's "Wi-Fi" (hotspot) Internet access system operates on a platform comprised of Wi-Fi standard equipment that has been configured in a proprietary manner. The term "Wi-Fi" (wireless fidelity) refers to an industry standard for wireless equipment that meets published 802.11(x) standards. Wi-Fi equipment operates in unlicensed spectra, such as 2.4 and 5.8 Ghz. AirRover's business plan focuses on the marketing of its wireless Internet access services to businesses and residential customers, as well as developing Wi-Fi-based products for use by consumers.
Forward-Looking Statements
Certain statements in these interviews and news releases may constitute "forward looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Such forward looking statements involve risk, uncertainties, and other factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements. Certain statements contained in the interviews are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve numerous risks and uncertainties, including, but not limited to, AirRover's ability to secure the exercise of its currently outstanding warrants, as described in this press release, as well as other risks and uncertainties pertaining to development of AirRover's products and services and markets for such products and services, the timing and level of customer orders, competitive products and service, changes in economic conditions and other risks and uncertainties. Although AirRover believes the statements are reasonable, it can give no assurance that such expectations will prove correct. AirRover cautions that any forward-looking statements contained herein are not a guarantee of future performance and that actual results may differ materially.
--------------------------------------------------------------------------------
Contact:
AirRover Wi-Fi Corp., Baton Rouge
David Loflin, 225-923-1034
dloflin@airroverwifi.com
Thanks EZ, the RS filing was included in my post as well. It was highlighted in bold. And at only 20/1 or 30/1, I felt that it wasn't a complete deal crusher.
Looks like CXII will be doing an R/S.
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001015325%252D05...
CXII .012/.013 January 2005
Note below:
Commodore Applied Technologies, Inc. Revises Meeting Date for Annual Meeting and Starts EDAM Contract
NEW YORK, NY -- (MARKET WIRE) -- 12/17/2004 --
-- Revises Record Date and Meeting Date for 2003 Annual Shareholders
Meeting
-- Water Sampling Contract in Oak Ridge, TN
-- Commodore finishes Mobilization to Starts Operating EDAM Contract
-- Duratek Adds Contract Scope to Water Sampling Efforts
-- FFTF Award has Been Protested
Commodore Applied Technologies, Inc. (OTC BB: CXII) today announced that it has initiated correspondence to its shareholders stating that the Company will hold its 2003 Annual Meeting of shareholders on February 8, 2005. The record date for determination of shareholders entitled to notice of meeting and to vote at the meeting is December 14, 2004. Commodore Chairman and CEO Shelby Brewer stated: "We welcome the shareholders to attend the 2003 Annual Meeting in person to meet management and discuss the future of the Company."
Mr. Brewer further stated: "The Company has completed the pre-mobilization and mobilization phases of its environmental data acquisition and management contract (EDAM) in the Oak Ridge, TN area. We have opened a satellite office at the K-25 site, and have so far hired over a dozen new employees to staff it. We plan to hire several more in the next four weeks. We will be operating at near full capacity by January of 2005, and expect our readiness to serve will attract more DOE client groups than are contemplated in the base scope of the contract. It has been my experience that an award of a contract in an area can lead to related work, provided customer satisfaction and confidence are maintained. We are seeking to extend our environmental monitoring service capabilities to other DOE sites, such as Portsmouth, OH and Paducah, KY."
Additionally, the Company announced today that it was recently awarded a one-year contract from Duratek Federal Services, Inc. beginning in January 2005, to perform environmental monitoring services at two engineered landfills on the Oak Ridge Reservation. Environmental monitoring services will include sample collection, packaging and shipping to offsite analytical laboratories. Samples will be collected from surface water, groundwater, and landfill leachate collection locations on storm event, weekly, monthly, and quarterly bases. Mr. Brewer said: "The Duratek work is a welcome addition to the contract awarded to us earlier this year by Bechtel Jacobs. These operations position us well in Oak Ridge, TN."
Additionally, Commodore Applied Technologies, Inc. announced today that the protest to the GAO by both losing teams in the final bidding process for the Fast Flux Test Reactor (FFTF) decommissioning contract is ongoing. The contract has been conditionally awarded to a team led by SEC and Framatome. There is no determination of the date the GAO will render its decision on the protest of the FFTF contract award. Mr. Brewer stated: "We hope to participate in the Sodium disposition portion of the FFTF deactivation project."
Commodore Applied Technologies, Inc. is a diverse technical solutions company focused on high-end environmental markets. The Commodore family of companies includes subsidiaries Commodore Solution Technologies and Commodore Advanced Sciences. The Commodore companies provide technical engineering services and patented remediation technologies designed to treat hazardous waste from nuclear and chemical sources. More information is available on the Commodore web site at www.commodore.com.
This Press Release contains forward-looking statements that are based on our current expectations, beliefs and assumptions about the industry and markets in which Commodore Applied Technologies, Inc. and its subsidiaries operate. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause Commodore's actual results to be materially different from any future results expressed or implied by these statements. Actual results may differ materially from what is expressed in these statements, and no assurance can be given that Commodore can successfully implement its core business strategy and improve future earnings.
The factors that may cause Commodore's actual results to differ from its forward-looking statements include: Commodore's current critical need for additional cash to sustain existing operations and meet ongoing existing obligations and capital requirements; Commodore's ability to implement its commercial waste processing operations, including obtaining commercial waste processing contracts and processing waste under such contracts in a timely and cost-effective manner; the timing and award of contracts by the U.S. Department of Energy for the clean-up of waste sites administered by it; the acceptance and implementation of Commodore's waste treatment technologies in the government and commercial sectors; and other large technical support services projects. All forward-looking statements are also expressly qualified in their entirety by the cautionary statements included in Commodore's SEC filings, including its quarterly reports on Form 10-Q and its annual report on Form 10-K.
--------------------------------------------------------------------------------
Contact:
James M. DeAngelis
(212) 308-5800
SOURCE: Commodore Applied Technologies, Inc.
Per a PRE14A--
" To authorize our Board of Directors in its discretion, to amend our Certificate of Incorporation to effect a reverse stock split in a ratio of between 1-for-10 and 1-for-20, without further approval of our stockholders."
ICEW .035 & PGRA .025 March 2005
IceWEB Announces Signing of Letter of Intent to Acquire PlanGraphics, Inc.
Thursday November 18, 4:00 pm ET
Combined Company Revenue Backlog Exceeds $20 Million
HERNDON, Va.--(BUSINESS WIRE)--Nov. 18, 2004--IceWEB(TM), Inc. (OTC:ICEW - News), a leading provider of integrated enterprise networking and security solutions, content delivery software, and related professional consulting services, announced today that it has entered into a letter of intent to acquire PlanGraphics(TM), Inc. (PNK:PGRA) by way of merger in consideration of an exchange ICEW common shares, for PGRA common shares. The acquisition, which is subject to negotiation and execution of binding definitive documents, satisfaction of certain conditions precedent, approval by the PlanGraphics, Inc. shareholders, and other ordinary and customary closing conditions for a transaction of this type, is anticipated to close before the end of IceWEB's second quarter.
Since 1979, PlanGraphics has provided cost-effective, innovative approaches to solving business problems through geographic information systems. Today, PlanGraphics business is focused on public security and business intelligence solutions, asset and facility management and executive decision support systems, all leveraging geospatial and locational information and technologies. In this regard, PlanGraphics offers a wide array of capabilities both in web-enabled geographic information systems (GIS) implementation and in other IT applications that integrate and facilitate the access, analysis, and interpretation of disparate data sets.
In connection with the entry into the letter of intent, John R. Signorello, IceWEB's Chairman and Chief Executive Officer said, "We are extremely excited about our planned merger with PlanGraphics, as their advanced geographic information systems technologies and expertise are a perfect compliment to the smart suite of enterprise software products currently offered by IceWEB. We are particularly excited about their spatial templates for emergency preparedness (STEPs), which offer a revolutionary and timely approach to effective asset management for commercial and government enterprises, and we believe will play an increasingly important role in homeland security."
John Antenucci, PlanGraphics' President and Chief Executive Officer, said in connection with the execution of the letter of intent, "The entire PlanGraphics Board of Directors joins in my excitement in having PlanGraphics become part of IceWEB. We believe there are significant synergies between PlanGraphics and IceWEB in the technologies we offer and the customers we serve, and significant market opportunities for the combined enterprise in the future. By merging with IceWEB, we believe PlanGraphics shareholders will benefit from these synergies and market opportunities, and from the higher visibility IceWEB stock enjoys in the marketplace."
Diana G. Clark, CFA, Managing Director of Cove Partners LLC, IceWEB's investment bank and financial advisor in connection with the transaction said, "From our perspective the proposed merger offers substantial ongoing important synergies from both a product and customer perspective for the combined company, which will have approximately 130 employees, with offices in Maryland, Colorado, New York, Virginia, Kentucky, Rhode Island, the United Kingdom, and China. With a unique combined value proposition in the Web-enabled security, public safety, and first responder solutions space, the combined company has on a pro forma basis a contract backlog into 2006 of over $20,000,000, and should provide a solid going-forward platform on which to build increasing shareholder value."
About IceWEB, Inc.
IceWEB, Inc. provides integrated enterprise networking and security solutions, content delivery software and professional consulting services to both public and private enterprises. IceWEB's products, including IceWEB CMS, IceWEB Studio, IceSHOW, Propster, IceWEB Portal and Learningstream.com, allow users to independently manage, create and deliver mission critical information and data quickly and affordably. IceWEB's security and networking solutions, combined with our professional consulting services, help our customers maximize their IT infrastructure for tighter data management, stronger system control and greater return on investment. For more information on our products and services, call IceWEB at 703.964.8000 or visit www.iceweb.com. IceWEB(TM) products and services are available on GSA Contract # GS-35F-5149H.
To be added to our investor relations email list please go to: http://www.b2i.us/frame.asp?BzID=851&to=ea&Nav=0&S=0&L=1 or call Mr. Michael N. Cachine, Sr. at 703-964-8000 ext 126.
About PlanGraphics, Inc.
PlanGraphics, Inc., founded in 1979, is a full life-cycle systems integration and implementation firm providing a broad range of services in the design and implementation of information technology in the public and commercial sectors. PlanGraphics' experience with spatial information systems and e-services capabilities provides a critical discriminator among other IT consulting and integration firms. PlanGraphics has headquarters in Frankfort, Ky., and regional offices in Maryland, Colorado and New York. On the Web: www.plangraphics.com.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, including but not limited to business conditions and the amount of growth in the computer industry and general economy, competitive factors, and other risks detailed from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-K and its quarterly reports on Forms 10-Q. The Company does not undertake any obligation to update forward-looking statements.
All trademarks and brand names are the property of their respective companies.
--------------------------------------------------------------------------------
Contact:
IceWEB, Inc.
Michael N. Cachine, Sr., 703-964-8000 x126
info@iceweb.com
PXPT .135 early 2005
(COMTEX) B: PracticeXpert Signs Agreement to Acquire PracticeOne ( PRIMEZO
B: PracticeXpert Signs Agreement to Acquire PracticeOne ( PRIMEZONE )
LOS ANGELES, Dec 22, 2004 (PRIMEZONE via COMTEX) -- PracticeXpert, Inc.
(OTCBB:PXPT), today announced that it has signed a definitive agreement to
acquire Physicians Informatics, Inc. t/a PracticeOne ("PracticeOne"), a leading,
single source provider of total practice and clinical management solutions
including outsourced medical billing and administrative services as well as
proprietary practice and clinical management software. While terms were not
disclosed, the transaction is forecast to add more than $5 million in annualized
revenue in 2005 and is expected to close in early January 2005, subject to
customary closing conditions.
PracticeOne (www.practiceone.com) provides HIPAA compliant integrated software
and service solutions that address core practice management, clinical management
and claims management enabling physician practices to increase productivity.
PracticeOne's suite of products consists of e-Medsys, a robust, high-end
practice management system, PracticeOne Clinical, an electronic medical records
("EMR") system that integrates with e-Medsys, and PracticeOne Claims Management,
a medical billing and accounts receivable management service. These solutions
are offered on both client-server and ASP platforms and provide unified access
to a suite of innovative and proven applications, affordably and through a
single desktop menu. PracticeOne maintains offices in Calabasas, California,
Somerset, New Jersey, and Richland, Washington. The company employs
approximately 50 people and has provided its software and services to over 1,500
customers.
Jonathan Doctor, Chief Executive Officer of PracticeXpert, stated, "We are very
excited about the acquisition of PracticeOne. Its management, staff and
solutions-set will be a real strength as we continue to enhance our ability to
better serve the medical community. Similar to PracticeXpert, PracticeOne
understands the advantages of combining technology with service into an
integrated solution that delivers more to the customer. We believe this
combining of technology with service gives us a major competitive advantage over
most medical billing companies."
"PracticeOne owns its medical billing software. We currently spend approximately
$600,000 in fees to use third party software for medical billing. There is an
opportunity for us, over time, to transfer our existing customers and new
customers to the PracticeOne system."
"PracticeOne also has an EMR system. Many of our existing customers, and new
customers, have asked about our ability to help them deploy EMR in their
practices. Now we are able to offer our customers a functional EMR system that
can be combined with our traditional billing services."
"There are many other synergies that should result from this acquisition,
including allowing for a more robust sales and marketing group, reduction in
operating costs by combining certain back end processes, and the ability to
market our services such as consulting, accounts receivables management and
transcription to previous and current PracticeOne customers. We look forward to
making everyone at PracticeOne part of the PracticeXpert team, and continuing
with our objective of building a market leading unified provider of
administrative solutions for physicians."
About PracticeXpert, Inc.
PracticeXpert, Inc. is in the business of providing "turn-key" administrative
services to, as well as developing and deploying systems, technologies and
services designed to improve operational efficiencies, reduce billing errors and
enhance cash flow for, medical practitioners. Our services revolve around our
flagship Revenue Management System, PXpert(tm), and include medical billing and
accounts receivable management, practice management, transcription, and
consulting. Where applicable, PracticeXpert bundles its technology applications
with its billing and other practice management services to provide a complete
and integrated solution to its physician customers. To find out more about
PracticeXpert, Inc. (OTCBB:PXPT), visit our website at www.practicexpert.com.
Note: Any statements released by PracticeXpert, Inc. that are forward- looking,
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act. Editors and investors are cautioned that forward-looking
statements invoke risk and uncertainties that may affect the Company's business
prospects and performances. These include economic, competitive, governmental,
technological and other factors discussed in the statements and in the Company's
filings with the Securities and Exchange Commission.
SOURCE: PracticeXpert, Inc.
By Staff
CONTACT: For Investor Relations Contact: For Product and Trade
PracticeXpert, Inc. Relations Contact:
Michael Manahan, CFO Mohajer, Philpy & Hiles
(800) 661-9984 Mike Hiles
mike@pxpert.com (310) 234-3200
mhiles@mphpr.com
(C) 2004 PRIMEZONE, All rights reserved.
-0-
INDUSTRY KEYWORD: Healthcare & Medical Services
SUBJECT CODE: SOFTWARE
MEDICAL
Mergers and Acquisitions
*** end of story ***
DFTS .15 January 12, 13
(COMTEX) B: NewMarket Technology Inc and Defense Technology Systems Inc to
Present at Friedland Capital Homeland Security Forum
B: NewMarket Technology Inc and Defense Technology Systems Inc to Present at Fri
dland Capital Homeland Security Forum in New York and Philadelphia Companies Pla
to Combine Homeland Security Operations for Projected $12 Million in Revenue in
2005
DALLAS, Dec 30, 2004 (BUSINESS WIRE) -- NewMarket Technology Inc. (OTCBB:NMKT)
and Defense Technology Systems (OTCBB:DFTS) today announced that both companies
will present their plans for the Homeland Security Market in 2005 at the
Friedland Capital Homeland Security Forum in Philadelphia on January 11th and
New York City on January 12th. Mr. Philip Verges, the CEO of NewMarket
Technology and a graduate of the United States Military Academy at West Point,
will present on the Homeland Security Market and the combined companies' plan to
reach $12 million in revenue in 2005. The Friedland Capital Homeland Security
Presentations will be held at luncheon venues. To attend, contact Friedland
Capital (for phone numbers and email, see www.friedlandevents.com).
Defense Technology to Acquire NewMarket's Homeland Security Subsidiary
The two companies have previously announced that Defense Technology Systems will
acquire NewMarket Technology's Homeland Security Business in a stock
transaction. Defense Technology will issue Preferred Stock in exchange for the
Common Stock of the NewMarket subsidiary. The CEO of NewMarket Technology,
Philip Verges, will join the three member board of Defense Technology. NewMarket
plans to convert an estimated twenty percent of their Preferred Stock position
into Common Stock of Defense Technology and subsequently issue that Common Stock
to NewMarket shareholders in a property dividend. Specific terms of the
transaction will be announced once they are finalized.
2005 Homeland Security Business Plans and Forecast
The combined business operations will represent an estimated initial annualized
revenue of $6 million. The current plans to expand operations to $12 million are
based on the combined management's estimate of organic sales growth opportunity
from marketing and operating synergies. Management will also implement a merger
and acquisition strategy to expand Defense Technology Systems Homeland Security
Product Portfolio that could raise revenue expectations in 2005.
A Homeland Security PowerPoint Presentation is available to interested investors
by e-mail by contacting LCGroup@mindspring.com
About NewMarket Technology, Inc. (www.newmarkettechnology.com)
In 2002, NewMarket launched a business plan to continuously introduce emerging
communication technologies to market. The plan included a financing model for
early technologies and an approach to creating economies of scale through a
specialized service and support organization intended specifically for the
emerging technology industry. The Company posted six consecutive profitable
quarters through 2003 and established an annualized $15 million in revenue. In
2004, the Company diversified its communications technology offering into the
healthcare and homeland security industries with the respective acquisitions of
Medical Office Software Inc. and Digital Computer Integration Corp. The Company
has expanded sales into Asia and Latin America through the acquisitions of
Infotel Technologies in Singapore and RKM IT Solutions of Caracas, Venezuela.
Recent Analyst Review of NMKT with a Target Share Price of $1.25 - $1.50
NewMarket has been recently reviewed by analyst Michael Scheft for their
innovative approach to developing emerging technology opportunities and
monetizing for shareholders the tremendous equity appreciation potential that
can result from the successful development of those emerging technologies. Mr.
Scheft is an independent research analyst and editor of Scheft Ticks, an
equities newsletter providing unique insight to the markets since 1987. Mr.
Scheft has appeared regularly on CNBC and Financial News Network and is a weekly
guest on GEM radio, along with several other financial programs throughout the
country. Mr. Scheft's buy recommendation maintains a 12-month target for the
shares of NewMarket at $1.25-$1.50, with the potential for strong upside
surprises.
About Defense Technology Systems Inc.
Defense Technology Systems, Inc. is an international provider of data and
security solutions with two operating divisions.
The Company's Defense Systems division was created in response to growing
international security concerns. DWS offers a broad portfolio of
security-related products, including ballistic glass and associated security
systems, and the only Security Portal certified for Ballistics and Forced Entry
by the U.S. Department of State. The highly skilled DWS Defense Systems team,
working in collaboration with its partners, will design, develop, manufacture,
install and market specialty products, equipment, and systems for the safety and
security needs of all sectors of the domestic and international marketplace.
The Company's Data division is a multi-regional manufacturer of electronic cable
assemblies used in providing connectivity solutions for customers operating a
wide range of data systems to include linking or connecting standard or
proprietary electronic devices and peripheral components from different vendors
to provide solutions for various customer equipment configurations and
requirements. The Data division adds value by providing connectivity solutions,
which may also include distributed sales of passive components such as
electronic connectors, electronic wire and cable, cabinets and racks and patch
panels, and active components including hubs, bridges, routers, gateways and
modems.
For more information on Defense Technology Systems, Inc. visit:
www.dwsdefense.com and www.dataworlddirect.com.
This press release contains statements (such as projections regarding future
performance) that are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those projected as a result of certain risks and uncertainties, including
but not limited to those detailed from time to time in the Company's filings
with the Securities and Exchange Commission.
SOURCE: NewMarket Technology Inc.
CONTACT: NewMarket Technology, Inc.
Rick Lutz, 404-261-1196
ir@ipvoice.com
www.newmarkettechnology.com
www.ipvoice.com
Copyright (C) 2004 Business Wire. All rights reserved.
-0-
KEYWORD: TEXAS PENNSYLVANIA NEW YORK
INDUSTRY KEYWORD: AEROSPACE/DEFENSE
GOVERNMENT
TELECOMMUNICATIONS
NETWORKING
TRADESHOW
Copyright
Business
Wire
2004
*** end of story ***
Merry Christmas EdF!!
"
Reminder:MWEX .03/.04 December 25, 2004 (approx)
--FE Date nearing--
Note: The RM may involve a RS up to 50/1
12/13 filed a SC 14F1:
GENERAL
This Information Statement is being mailed on or about December 15, 2004 to the holders of record as of November 30, 2004, of common stock (the "common stock"), of Mountains West Exploration, Inc., a New Mexico corporation (the "Company"). You are receiving this Information Statement in connection with the Company's appointment of new directors to the Board of Directors of the Company (the "Designee") and its anticipated change of control.
On November 3, 2004, Mountains West Exploration, Inc. entered into a Share Purchase Agreement with Skye Blue Ventures, LLC. On November 3, 2004, the Share Purchase Agreement resulted in:
o the shareholders of Skye Blue Ventures, LLC acquiring at least 44% of the Company's common stock; and
o the Company's board of directors and management changing.
At the closing on November 3, 2004, Robert A. Doak, Jr. submitted his resignation from the Board of Directors of the Company effective immediately. David G. Shier submitted his resignation from the Board of Directors of the Company, which resignation shall be effective ten days after this Notice to Shareholders is mailed. At the closing, Denis Iler was appointed a Director effectively immediately. Effective 10 days after this Notice to Shareholders is mailed, Redgie Green was appointed to fill the vacancy created by Mr. Shier's resignation.
CONSUMMATION OF A TRANSACTION HAS RESULTED IN A CHANGE OF CONTROL.
On November 3, 2004, Mountains West Exploration, Inc. entered into a Share Purchase Agreement with Skye Blue Ventures, LLC whereby Skye Blue Ventures, LLC purchased a total of 9,008,332 shares of Mountains West Exploration, Inc. from Robert A. Doak, Jr. and 12,980,729 shares from the Company. The result of this purchase and the subscription described is that Skye Blue Ventures, LLC will own 21,989,061 shares (44%) of Mountains West Exploration, Inc.
No action is required by the shareholders of the Company in connection with the appointment of the new persons to the Board. However, Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the mailing to the Company's shareholders this Information Statement not less than ten days prior to the change in a majority of the Company's directors otherwise than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES OF THE COMPANY:
On November 3, 2004, there were approximately 37,019,271 shares of the Company's common stock issued and outstanding. Following the share purchase by Skye Blue Ventures, LLC, there are 50,000,000 shares of the Company's common stock outstanding. Each share of common stock entitles the holder thereof to one vote on each matter that may come before a meeting of the shareholders.
Reminder: TEQI 3.50/4.00 Week of 20 Dec 04:
--FE Date nearing--
Thomas Equipment, Inc. Announces Agreement in Principal to Acquire Pneutech Inc.
Pneutech Inc. to Become Wholly Owned Subsidiary of Thomas Equipment, Inc.
CHICAGO, IL -- (MARKET WIRE) -- 12/16/2004 -- David Marks, Chairman, Thomas Equipment, Inc., ("Thomas") (OTC BB: TEQI) announced today that Thomas reached an agreement in principal with Pneutech Inc. ("Pneutech") to acquire one hundred percent of its outstanding stock in a stock for stock tax free acquisition. Both companies expect a definitive agreement to be signed within the next week. Execution of a definitive agreement was approved by Thomas' Board of Directors; shareholders representing seventy eight percent of Pneutech have already approved the transaction.
Thomas is a leading global manufacturer of a full line of skid steer and mini skid steer loaders as well as attachments, mobile screening plants and six models of mini excavators. Thomas distributes its products through a worldwide network of distributors and wholesalers. In addition to its industrial and construction products it manufactures a complete line of potato harvesting and handling equipment.
Pneutech is a manufacturer of hydraulic systems and is a strategic supplier to Thomas. In the fiscal year ending October 31, 2004, Pneutech had revenue of approximately C$65,000,000. In addition, the current directors of Thomas will assume similar positions with Pneutech. The definitive agreement is subject to usual and customary commercial conditions including the approval of TEQI's lenders.
"The Pneutech acquisition is a key element in my overall strategy of building synergistic businesses with revolutionary technology." said Clifford Rhee, President and Director of Thomas. "We are now poised for continued expansion, both through acquisitions and via organic growth. Our mission is to make Thomas a leading international manufacturer in all of its product lines." Mr. Rhee and Mr. Kent own approximately 78% of the common shares of Pneutech.
TEQI Chairman David M. Marks stated: "This acquisition is integral to our overall acquisition strategy in this space. Cliff and I are confident that we will create tremendous shareholder value, as we continue to build the Thomas business." Thomas' counsel, Sichenzia Ross Friedman Ference LLP, http://www.srff.com/, represented it in the transaction.
About Thomas Equipment Inc. ("TEQI"): Thomas Equipment Inc., www.thomasequipment.net and www.thomasloaders.com, manufactures and distributes through a worldwide network of dealers and distributors a full line of skid steer and mini skid steer loaders as well as attachments, mobile screening plants and six models of mini excavators. In addition to its industrial and construction products it manufactures a complete line of potato harvesting and handling equipment.
Safe Harbor Statement Under the Private Securities Litigation Act of 1995 -- With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of either TEQI or CG could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rate and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.
--------------------------------------------------------------------------------
Contact:
New-School Communications, LLC
Blois Olson
651-221-1999
651-276-1678
www.new-school.com
SOURCE: Thomas Equipment Inc.
Reminder: MXLK 3.85/4.00 December 2004
--FE date nearing--[I picked up a few shares here]
Particle Drilling Technologies Inc. Appoints New President and Chief Executive Officer
HOUSTON--(BUSINESS WIRE)--Dec. 2, 2004--Particle Drilling Technologies Inc. ("Particle Drilling" or "PDTI"), a developer of patented Particle Impact Drilling ("PID") technology for use in oil and gas exploration, announced today that it's Board of Directors has appointed John D. Schiller, Jr. as interim president and chief executive officer. Mr. Schiller previously served as an independent director on PDTI's Board. Simultaneously, Mr. Ken Lesuer who currently serves as vice chairman, will assume the role of chairman of PDTI. Prentis B. Tomlinson, one of PDTI's founders resigned as president, chief executive and chairman, but will continue to serve as a director.
With these management changes, PDTI believes it has an outstanding team of energy professionals in place to complete the commercialization of its PID technology. John Schiller has over 23 years of experience in the energy industry, including his role as vice president, Exploration and Production for Devon Energy following the $5.3 billion merger of Ocean Energy with Devon Energy Corporation (NYSE:DVN)(TSE:NSX) in 2003. Prior to the Devon merger John was executive vice president of Exploration and Production for Ocean Energy. John's primary objective will be to complete the commercialization of the PID system and to recruit and hire a seasoned oilfield service company executive capable of building PDTI into an international oilfield service and technology company.
John Schiller stated, "I have evaluated the PID system, the existing management team and the market and I believe PDTI has the opportunity to introduce a drilling technology capable of generating tremendous savings to the upstream E&P industry. The technology is well protected from an intellectual property standpoint and I look forward to bringing such a valuable technology into the market."
Prentis Tomlinson added, "As an entrepreneur I have started many energy-related companies over the years, and I believe this is the appropriate time to build on our management team in order to take PDTI to the next level. Particle Drilling has an outstanding market opportunity and I believe that this management team will be well positioned to deliver this technology to an industry that is searching for new efficiencies to lower the cost of finding and replacing reserves."
PDTI has previously announced its intention to merge with MedXlink (OTC Bulletin Board: MXLK.OB) and anticipates this merger will close before the end of the year.
The PID system is designed to substantially increase the rate of penetration in drilling for oil and gas, especially when drilling through hard rock and other difficult-to-drill formations. The PID process is a fully closed loop system where steel shot particles are injected into the drilling mud. The process is operated by hydraulic energy available under normal rig pump pressures, and the particles mixed with drilling fluid are accelerated through the nozzles in a specially designed drill bit. Each particle is driven into the rock formation at a velocity that delivers forces many times greater than the compression strength of the rock, even in formations that exist at elevated hardness and stress. It is anticipated that this system will dramatically accelerate the drilling process thereby improving economics of drilling and development plays. The PID system will be provided to the oil and gas exploration industry as a drilling service and is designed to work seamlessly with conventional drilling rigs and related equipment. This technology has been substantially developed and is being prepared for additional testing and commercial deployment.
Particle Drilling is headquartered in Houston. For further information, please contact J. Chris Boswell or Thomas E. Hardisty at the Company at 713-223-3031.
This news release contains forward-looking statements, including but not limited to, those that refer to the Company's plans for future securities listings, or future development plans or operating results. Actual results could differ materially from those anticipated due to risk factors that include, but are not limited to, speculative nature of oil and gas operations, speculative revenues from production, inadequate capital, adverse government regulations and/or other risk factors inherent in the oil and gas drilling, development and production sector.
NOTE: OS 2.5mil
Nice board idea folks! Here's one for you...
LEXO .22 x .28
O/S 31,813,778
Float Approx. 8M
Techone Company, Ltd.
Website:
http://www.techfirst.co.kr/
To translate website, 'click on translate this page' here:
http://www.google.com/search?hl=en&lr=&q=techfirst+korea
From 8K issued on 12-9: (Stock was purchased at .17)
Item 2.01 Completion of Acquisition or Disposition of Assets
Lexon Technologies, Inc. (the "Company") has acquired majority control (87.45%) of Techone Company, Ltd., a Republic of South Korea corporation ("Techone"), through the investment of $1,585,000. Techone is a corporation that manufactures and sells Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries. The manufacturing process is a patented method for producing low temperature cofired ceramic electronic components. The Company will operate Techone as a majority-owned subsidiary and the business of Techone will be the operating business of the Company going forward.
Financial statements on the Techone and pro formas reflecting the acquisition will be filed as an amendment to this Form 8-K within 60 days of the original filing date.
Item 3.02 Unregistered Sales of Equity Securities
Funding for the acquisition detailed in Item 2.01 above was accomplished through a private placement that resulted in the sale of an aggregate of 10,125,000 shares of the Company's common stock for aggregate proceeds of $1,700,000. Kyoung Ho Lim acquired 4,000,000 shares, Young Hee Lee acquired 6,125,000 shares. In addition, the Company issued 1,000,000 shares to Joon Ho Chang, a consultant who assisted the Company with the transaction, for his consulting services.
Prior to the shares issuance, the Company had 20,688,778 shares issued and outstanding. Following the shares issuance, the Company will have 31,813,778 shares issued and outstanding.
The securities issued in the foregoing transaction were issued in reliance on the exemption from registration and prospectus delivery requirements set forth in Section 3(b) and/or Section 4(2) of the Securities Act and the regulations promulgated thereunder.
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.
DATED: December 8, 2004
Lexon Technologies, Inc.
By: /S/ Kenneth J. Eaken
Kenneth J. Eaken, President
CESV 17.74 float 900,000 ...move from otc to NAZ was called for Dec. however do not expect any donut sucking gov't worker to give up her lunch break to get the paperwork done, hearing additional revenue streams and Chinese gov't requests to expand energy saving product line to schools and gov't offices.
NEOP First quarter 2005NEOP..53
DUBLIN, Ohio--(BUSINESS WIRE)--Dec. 14, 2004--
Neoprobe Corporation (OTCBB:NEOP), a diversified
developer of innovative oncology and cardiovascular surgical and
diagnostic products, today announced that it raised $8.1 million
through the issuance of $8 million and $100,000 in four-year,
convertible promissory notes to funds of Great Point Partners, LLC and
David C. Bupp (Neoprobe's President and CEO), respectively. The notes
will bear interest at 8% per annum and are freely convertible into
shares of the company's common stock at a price of $0.40 per share.
The conversion price represents the 10-day volume weighted average
trading price of the company's common stock through December 10, 2004.
As part of this transaction, Neoprobe issued five-year warrants to the
investors to purchase 10,125,000 shares of the Company's common stock
at an exercise price of $0.46. The Company may force conversion of the
note prior to its stated maturity under certain circumstances.
Specific details of this transaction may be found in the Company's
Form 8-K to be filed with the Securities and Exchange Commission on or
about December 16, 2004. Proceeds from the note will be used primarily
to fund late-stage clinical development of the Company's most advanced
radiopharmaceutical agent, Lymphoseek(TM), for the assessment of the
spread of breast cancer and melanoma to the lymphatic system and to
complete the commercial launch of the company's blood flow measurement
products, the Quantix/OR(TM) and the Quantix/ND(TM).
David Kroin, Managing Director of Great Point Partners, LLC,
stated, "We are excited to provide this growth financing for Neoprobe
and believe the Company is a uniquely positioned, diversified
biomedical company. The existing gamma device business has tremendous
brand value as evidenced by its continuing profit stream and we expect
that to be enhanced with the blood flow products launch in 2005. In
addition, Lymphoseek and RIGScan(R) have the potential to unlock
significant upside for shareholders. We look forward to working with
and supporting the Neoprobe management team as they execute their
business strategy."
David Bupp commented, "We are very pleased to have an investor of
Great Point's stature become involved with Neoprobe Corporation. The
completion of this financing will provide Neoprobe with the capital
resources to move forward with the clinical development of Lymphoseek
and to execute the commercial introduction of the Quantix products
early next year. In addition, the financing will allow Neoprobe to
devote other resources to prepare for the anticipated commencement of
clinical evaluation activities for RIGScan CR in 2005."
About Neoprobe
Neoprobe develops and provides innovative surgical and diagnostic
products that enhance patient care by meeting the critical decision
making needs of healthcare professionals. Neoprobe currently markets
the neo2000(R) line of gamma detection systems that are widely used by
cancer surgeons for intraoperative lymphatic mapping. Neoprobe is also
in the process of commercializing the Quantix(R) line of blood flow
measurement products developed by its subsidiary, Cardiosonix Ltd.,
that are designed to be used by cardiovascular surgeons, neurosurgeons
and critical care physicians. In addition, Neoprobe holds significant
interests in the development of related biomedical systems and agents
including Lymphoseek(TM) and RIGScan(R) CR. Lymphoseek is an
investigational drug being developed as a lymphatic tracing agent in
conjunction with the University of California, San Diego. The RIGS(R)
system is an investigational technology that combines the Company's
gamma detection device technology with a proprietary disease-specific
radiolabeled cancer targeting agent, and a patented surgical method to
get real-time information to locate tumor deposits that may not be
detectable by conventional methods. Before surgery, a cancer patient
is injected with one of the targeting agents, which circulates
throughout the patient's body and binds specifically to cancer cell
antigens or receptors. Concentrations of the targeting agent are then
located during surgery by the company's gamma-detection instrument,
which emits an audible tone to direct the surgeon to targeted tissue.
The Company's strategy is to deliver superior growth and shareholder
return by maximizing its strong position in gamma detection
technologies and diversifying into new, synergistic biomedical markets
through continued investment and selective acquisitions.
About Great Point LLC
Great Point Partners LLC of Greenwich, Connecticut manages the
Biomedical Value Fund, L.P., a bottoms-up, primary research oriented,
investment fund formed to invest principally in undervalued publicly
traded life sciences, medical technology and other healthcare
companies by purchasing securities in the open market, financing
growth companies through PIPE (Private Investment in Public Equity)
financings, and in other directly negotiated transactions.
Statements in this news release, which relate to other than
strictly historical facts, such as statements about the Company's
plans and strategies, expectations for future financial performance,
new and existing products and technologies, and markets for the
Company's products, are forward-looking statements. The words
"believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements that speak only as of
the date hereof. Investors are cautioned that such statements involve
risks and uncertainties that could cause actual results to differ
materially from historical or anticipated results due to many factors
including, but not limited to, the Company's continuing operating
losses, uncertainty of market acceptance of its product, reliance on
third party manufacturers, accumulated deficit, future capital needs,
uncertainty of capital funding, dependence on limited product line and
distribution channels, competition, limited marketing and
manufacturing experience, risks of development of new products,
regulatory risks and other risks detailed in the Company's most recent
Annual Report on Form 10-KSB and other Securities and Exchange
Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
KEYWORD: NORTH AMERICA OHIO UNITED STATES
INDUSTRY KEYWORD: HEALTH BIOTECHNOLOGY HOSPITALS MEDICAL DEVICES PHARMACEUTICAL
SOURCE: Neoprobe Corporation
SIDY .075/.09 Before 14 Feb 2005
note below
SIDY filed an 8k today:
Item 1.01 Entry into a Material Definitive Agreement.
On December 16, 2004, Science Dynamics Corporation (the "Company"), entered into a Stock Purchase Agreement (the "Agreement") with Systems Management Engineering, Inc. ("SMEI") and the holders of a majority of the outstanding common stock of SMEI (the "SMEI Shareholders"). Under the Agreement, the Company agreed to purchase an aggregate of 3,957,500 shares (the "SMEI Shares") of the outstanding common stock of SMEI from the SMEI Shareholders on or before February 14, 2005 (the "Closing Date"), which shares constitute approximately 77% of fully diluted issued common stock of SMEI.
SMEI has developed advanced data management applications, Internet server technology and information systems that it markets to both public and private sectors. SMEI's technology helps its customers reduce development time for projects, manage the deployment of applications across the Internet to desktops around the world and implement military grade security on all systems where the applications are deployed.
In consideration for the SMEI Shares, the Company agreed to: (1) pay to the SMEI Shareholders $1,540,000 cash on the Closing Date; (2) issue to the SMEI Shareholders 15,400,000 shares of common stock of the Company within 15 business days after the Closing Date; and (3) pay to the SMEI Shareholders up to an additional $1,540,000 (the "Additional Consideration") cash upon certain financial goals begin met, as described below.
Upon SMEI reaching the following goals for the 12 month period ending December 31, 2005, where "EBITDA" represents earnings before interest, tax, depreciation and amortization, and before any marketing and/or selling expenses which have been incurred in connection with SMEI's technology products and which marketing and/or selling expenses have been incurred in accordance with a budget to be mutually approved by the Company and the SMEI Shareholders:
o If SMEI's EBITDA is less than $500,000, then the Company is not obligated to pay any Additional Consideration to the SMEI Shareholders;
o If SMEI's EBITDA is equal to or greater than $500,000 and less than $750,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $192,500;
o If SMEI's EBITDA is equal to or greater than $750,000 and less than $1,000,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $385,000;
o If SMEI's EBITDA is equal to or greater than $1,000,000 and less than $1,250,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $577,500;
o If SMEI's EBITDA is equal to or greater than $1,250,000 and less than $1,500,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $770,000; and
o If SMEI's EBITDA is equal to or greater than $1,500,000, the Company must pay the SMEI Shareholders Additional Consideration equal to $1,540,000.
note:
This is the firm they are acquiring, they appear to primarily do business with the US Government.
http://www.sysmanagement.com/aboutUs/default.aspx
SIDY:
Current OS is 53.4mil
Per the last 10q, company earned a profit of $225K for the 9mo period
SSSUE .0145 x .016 Recently completed production of a movie and they are in the editing process, audit should be about completed as per their last PR on December 16, 2004 09:05:00 (ET)
ATLANTA, Dec 16, 2004 (BUSINESS WIRE) -- Silver Screen Studios, Inc. (SSSUE, Trade) www.silverscreenstudiogroup.com today announces an investor update. Our auditor has substantially completed the internal administrative procedure regarding our Form 10 KSB financial statement for 2003 and we are proceeding ahead of schedule in the editing process of Murder by Deception, our first direct to DVD feature film.
The company anticipates this internal matter regarding its audit report will be completed within the next several days and Silver Screen Studios, Inc. will return to trading under its regular symbol of SSSU.
Murder by Deception:
We have officially completed the production of Murder by Deception, www.murderbydeception.com and the post production editing process is proceeding ahead of schedule. We anticipate placing version #1 of a trailer on our website during next week. We have acquired a professional video grading monitor, JVC TM-H1950CGU 19" Color Monitor, to perfect the coloring of Murder by Deception.
Our post production team is using the Apple Computer, (AAPL, Trade) Final Cut Pro HD editing software, www.apple.com/finalcutpro along with the Mac G5 2.0 GHz Dual processor workstation, www.apple.com/powermac to complete the editing process. Our digital special effects unit is preparing the blue screen footage backgrounds that will be composited in Shake 3.5, www.apple.com/shake. Our music department is preparing the score and soundtrack in Logic Pro 7.0, www.apple.com/logic.
WSHA
.015/.03
January 22, 2005 at 10:00 a.m.
FILING
WESTSPHERE ASSET CORPORATION, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 7, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of Westsphere Asset Corporation, Inc. (the “Corporation”) will be held on January 22, 2005 at 10:00 a.m. at 2140 Pegasus Way N.E. Calgary, Alberta, T2E 8M5 for the following purposes:
1.
to elect six members of the Board of Directors for the ensuing year;
2.
to appoint the auditors for the Corporation and to authorize the Directors to fix their remuneration;
3.
to approve the distribution of a portion of the issued and outstanding shares of the Corporations wholly-owned subsidiary, Vencash Capital Corporation, to the Corporations shareholders on a pro rata basis, as of a record date of October 1, 2004;
4.
to ratify and approve the terms, rights and preferences of the Corporation's preferred stock which class of stock was previously approved by the shareholders of the Corporation as described in the attached Proxy Statement;
5.
to approve a reverse split of the Corporation’s issued and outstanding shares of common stock at a rate of twenty to one (20:1), with all fractional shares rounded up to the next whole number with the Corporation’s total number of authorized shares of common stock following the reverse split set at twenty to one (20:1);
6.
to approve a stock option or stock award plan for the independent members of the Board of Directors for a total number of 750,000 shares; and
7.
to transact such other business as may properly be brought before the Meeting or any adjournment thereof.
Please refer to the enclosed Proxy Statement and related materials. A copy of the Annual Report to Shareholders on Form 10-KSB is also enclosed.
DATED at Calgary, Alberta this 7 th day of December, 2004
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas N Mac Donald
Douglas N. Mac Donald
President and Chief Executive Officer
*****************************************************************
Please look at items 3 and 5 and previous filings including FORM 4s
ou
Good call Ed. .06 x.07 now. I got in @.035 & .04 but
didn't get all the shares that i wanted. The bastards
gave me 5000 - 10000 lots.
CGPI 6.99/7.05 Second quarter 2005
(BSNS WIRE) CollaGenex Pharmaceuticals Announces Completion of Patient Enrollment for Phase II Clinical Studies of Oracea for the Treatment of Rosacea
Pharmaceutical Writers / Business Editors / Healthcare Writers
NEWTOWN, Pa.--(BUSINESS WIRE)--Dec. 21, 2004--
Company is On Track to Complete Study in the Second Quarter of 2005
CollaGenex Pharmaceuticals, Inc. (NASDAQ:CGPI) today announced
that it has completed patient screening and enrollment of 528 patients
for its two multi-center, double-blinded, placebo-controlled Phase III
clinical studies to evaluate the efficacy of Oracea(TM) for the
treatment of rosacea. CollaGenex anticipates the study to be completed
in the second quarter of 2005.
The study design provides for sixteen weeks of dosing with either
Oracea or placebo and will evaluate the clinical indices of rosacea,
including reductions in inflammatory lesions, erythema and the
Clinician's Global Severity Assessment Score (CGSAS). The two Phase
III studies are being conducted at a total of 28 investigational
centers across the United States.
Colin W. Stewart, president and chief executive officer of
CollaGenex, commented, "We are very pleased that we were able to
complete enrollment for these two Phase III clinical trials for Oracea
ahead of schedule and are on track to complete the study in the second
quarter of 2005. Based on the other clinical studies we've done with
the same active ingredient in rosacea patients, we anticipate
achieving favorable results from these trials in the second quarter of
2005 and remain on track to file an NDA for Oracea in the middle of
2005. The completion of patient screening and enrollment is an
essential milestone in our plan to become a leading dermatology
company."
Oracea: An IMPACs Compound
Oracea is a once daily, modified-release formulation of
doxycycline, 40 mg, for the treatment of rosacea. Oracea is part of
the IMPACS (Inhibitors of Multiple Proteases And CytokineS) family of
compounds developed by CollaGenex. These compounds have the potential
for multiple therapeutic uses, primarily in the treatment of diseases
that cause inflammation and destruction of the connective tissues.
The Rosacea Market
Rosacea is an increasingly common diagnosis affecting more than 14
million people in the United States. The disease is characterized by
inflammatory lesions and the appearance of erythema, a persistent
redness of the skin, which usually affects the nose, cheeks and
forehead. As rosacea becomes more severe, it is characterized by
stinging, burning and/or telangiectasia, which are tiny spider veins
on the nose and cheeks.
About CollaGenex
CollaGenex Pharmaceuticals, Inc. is a specialty pharmaceutical
company focused on providing innovative medical therapies to the
dental and dermatology markets. Currently, the company's professional
dental pharmaceutical sales force markets Periostat(R), which is
indicated as an adjunct to scaling and root planing for the treatment
of adult periodontitis. Periostat is the first and only pharmaceutical
to treat periodontal disease by inhibiting the enzymes that destroy
periodontal support tissues, and by enhancing bone protein synthesis.
The dental sales force also promotes Atridox(R), Atrisorb FreeFlow(R)
and Atrisorb-D FreeFlow(R), Atrix Laboratories, Inc.'s products for
the treatment of adult periodontitis, to the dental market. The
Company's professional dermatology sales force markets Pandel(R), a
prescription topical corticosteroid licensed from Altana, Inc.
Research has shown that certain unique properties of the
tetracyclines discovered during the development of Periostat may be
applicable to other diseases involving inflammation and/or destruction
of the body's connective tissues. CollaGenex is further evaluating
Periostat and other IMPACS(R) compounds, including Oracea(TM), to
assess whether they are safe and effective in these other
applications. Oracea is currently in Phase III clinical trials to
evaluate its effectiveness in treating rosacea, a dermatological
condition, and Col-3 is in clinical trials to evaluate its potential
effectiveness in treating acne and Kaposi's sarcoma, an HIV-related
skin condition. In addition, CollaGenex has licensed the
Restoraderm(R) technology, a unique, proprietary dermal drug delivery
system, in order to develop a range of topical dermatological products
with enhanced pharmacologic and cosmetic properties.
To receive additional information on the Company, please visit our
Web site at www.collagenex.com, which does not form part of this press
release.
Ed I picked up some mwex today. heard a second hand rumor that they got a deal done. It's unsubstanciated at this time. Picked up 25k at .03, was a slow fill,finally called the broker to push it through. i also have abci,atho,embr,homi, aasp and many others. Same guys doing SPEA also have a hand in AASP. also mwex has some of the same players that did HOOC
MWEX--addl info: I just noticed that per a 14a dated 10/22, they requested shareholder approval for a RS up to 50 to 1 but that was prior to the initiation of the change in control. Not sure how that is going to factor in with the change and new ownership.
The reason I became interested in this is that same officer that orchestrated the recent HOOC RM has been brought on board for MWEX as well--Redgie Green. If you look at the 14f's from both company, you'll see that he was brought on board just prior to the RM announcement.
From the HOOC 14f:
"This Information Statement is being mailed on or about November 30, 2004 to the holders of record of the Common Stock, of Houston Operation Co., a Delaware corporation (the "Company") on or about December 2, 2004. This Information Statement is being furnished in contemplation of a change in a majority of the members of the Company's Board of Directors as a result of a change in control of the Company. The Company has purchased 7,030,000 shares of the Company's Common Stock in consideration for $375,000, pursuant to a Share Purchase Agreement dated October 15, 2004 and entered into between the Company, Littlehampton Investments LLC, and Speed Action Limited ("Agreement").
Pursuant to the purchase transaction, the Company will to have a total of approximately 7,030,000 shares of its Common Stock outstanding, of which all will be deemed to be beneficially owned by Michael Millon, the Managing Member. The balance will be in the public float or owned by the other prior shareholders of the Company, or by other unaffiliated parties. Chin Sin Low has resigned as President and Director of the Company and Florence Mei Fong Chang resigned as Secretary of the Company on November 15, 2004, effective subject to this mailing of Notice pursuant to Section 14f. The remaining members of the Board of Directors of the Company before the closing of the subscription under the Agreement (the "Resigning Directors") are being replaced by new members of the Board of Directors of the Company, namely Wesley F. Whiting and Redgie Green (collectively the "New Directors"). Wes Whiting has also been appointed President and Redgie Green has also been appointed Secretary. "
From the MWEX 14f
"The following sets forth the names and ages of the current Directors, nominees for directors and executive officers of the Company, the principal positions with the Company held by such persons and the date such persons became a Director or executive officer. The Directors serve one year terms or until their successors are elected. The Company has not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been by the Board of Directors as a whole. During the fiscal year ended December 31, 2003, the Board of Directors held no formal meeting. There are no family relationships among any of the Directors, nominees or executive officers.
Denis R. Iler, age 65, President and Director, received a BA in Math from San Jose State University in California, and an MBA from Regis University in 1982. He was a comptroller with Berge Exploration from 1978 to 1984. Since 1984, he has been President and principal accountant for Business Financial Systems, Inc., an independent accounting firm, providing tax and accounting services for the small business community, including oil and gas, construction, and real estate brokerage accounting. He was a director of NELX, Inc. from 1999-2001. He was elected Director and appointed President of Jagged Edge Mountain Gear, Inc. in 2004. He was President and Director of Cheyenne Resources, Inc. from January to August, 2004.
Redgie Green, age 51, Director Nominee, has been Secretary and Director of Dynadapt Systems, Inc. since 1998. Mr. Green has been co-owner and operator of Green's B&R Enterprises, a wholesale donut baker since 1983. He has been an active investor in small capital and high-tech adventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in 2000.
I'm just hoping that this deal is 1/2 as good as the outcome of the HOOC RM:
MWEX .015/.03 December 25, 2004 (approx)
12/13 filed a SC 14F1:
GENERAL
This Information Statement is being mailed on or about December 15, 2004 to the holders of record as of November 30, 2004, of common stock (the "common stock"), of Mountains West Exploration, Inc., a New Mexico corporation (the "Company"). You are receiving this Information Statement in connection with the Company's appointment of new directors to the Board of Directors of the Company (the "Designee") and its anticipated change of control.
On November 3, 2004, Mountains West Exploration, Inc. entered into a Share Purchase Agreement with Skye Blue Ventures, LLC. On November 3, 2004, the Share Purchase Agreement resulted in:
o the shareholders of Skye Blue Ventures, LLC acquiring at least 44% of the Company's common stock; and
o the Company's board of directors and management changing.
At the closing on November 3, 2004, Robert A. Doak, Jr. submitted his resignation from the Board of Directors of the Company effective immediately. David G. Shier submitted his resignation from the Board of Directors of the Company, which resignation shall be effective ten days after this Notice to Shareholders is mailed. At the closing, Denis Iler was appointed a Director effectively immediately. Effective 10 days after this Notice to Shareholders is mailed, Redgie Green was appointed to fill the vacancy created by Mr. Shier's resignation.
CONSUMMATION OF A TRANSACTION HAS RESULTED IN A CHANGE OF CONTROL.
On November 3, 2004, Mountains West Exploration, Inc. entered into a Share Purchase Agreement with Skye Blue Ventures, LLC whereby Skye Blue Ventures, LLC purchased a total of 9,008,332 shares of Mountains West Exploration, Inc. from Robert A. Doak, Jr. and 12,980,729 shares from the Company. The result of this purchase and the subscription described is that Skye Blue Ventures, LLC will own 21,989,061 shares (44%) of Mountains West Exploration, Inc.
No action is required by the shareholders of the Company in connection with the appointment of the new persons to the Board. However, Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the mailing to the Company's shareholders this Information Statement not less than ten days prior to the change in a majority of the Company's directors otherwise than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES OF THE COMPANY:
On November 3, 2004, there were approximately 37,019,271 shares of the Company's common stock issued and outstanding. Following the share purchase by Skye Blue Ventures, LLC, there are 50,000,000 shares of the Company's common stock outstanding. Each share of common stock entitles the holder thereof to one vote on each matter that may come before a meeting of the shareholders.
MTSX....3.91 (bid/ask aftermarket on weekend) Spring 05
Metal Storm Enters Agreement with Lockheed Martin for Torpedo Defense Project
TUESDAY, OCTOBER 19, 2004 9:52 AM
- BusinessWire
MTSX
3.911 -0.049 News
Enter Symbol:
Enter Keyword:
ARLINGTON, Va., Oct 19, 2004 (BUSINESS WIRE) -- International ballistics company Metal Storm Limited (NASDAQ:MTSX and ASX:MST) today announced that it has entered into an agreement with Lockheed Martin (LMT) to conduct studies and technical demonstrations in order to establish the feasibility of the Metal Storm torpedo defense system over a four-month evaluation period. Terms of the agreement were not disclosed.
"This agreement is an important step forward in the advancement of our technology," said Metal Storm Limited's Chief Executive Officer Charles Vehlow. "Once we have completed the four-month evaluation of the design and concept, we hope to begin early prototype development. We are encouraged by the growing receptivity we have received from Lockheed Martin and other defense and military organizations."
"The Lockheed Martin approach to defeating torpedoes for both surface and subsurface combatants, coupled with Metal Storm's launch capability, offers an exciting opportunity to demonstrate the feasibility of our combined technologies for the benefit of naval personnel worldwide," said Dr. Joseph R. Mayersak, Advanced Projects general manager at Lockheed Martin Missiles and Fire Control in Manassas, VA. "Lockheed Martin is pleased to be working with Metal Storm on this special project for the U.S. Navy."
About Metal Storm
Metal Storm Limited is a defense technology company engaged in the development of electronically initiated ballistics systems using its unique "stacked round" technology. The company is headquartered in Brisbane, Australia and incorporated in the US, with offices in Washington DC and a defence engineering capability located in Seattle, operating as ProCam Machine LLC. The company has invented a ballistics technology that has no known conventional equivalent. Metal Storm is working with government agencies and departments, as well as industry, to develop a variety of systems utilising the Metal Storm non-mechanical, electronically fired stacked ammunition system.
About Lockheed Martin
Lockheed Martin, headquartered in Bethesda, Maryland, employs about 130,000 people worldwide and is principally engaged in the research, design, development, manufacture, and integration of advanced technology systems, products, and services. The company reported 2003 sales of $31.8 billion. More information about the company is available on the Internet at www.lockheedmartin.com.
Safe Harbour
Certain statements made herein that use the words "estimate", "project", "intend", "expect", "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the company to be materially different from those which may be expressed or implied by such statements, including, among others, risks or uncertainties associated with the development of the company's technology, the ability of the company to meet its financial requirements, the ability of the company to protect its proprietary technology, potential limitations on the company's technology, the market for the company's products, government regulation in Australia and the US, changes in tax and other laws, changes in competition and the loss of key personnel. For additional information regarding these and other risks and uncertainties associated with the company's business, reference is made to the company's reports filed from time to time with the Securities and Exchange Commission, including the company's Form 20-F.
SOURCE: Metal Storm Limited
Metal Storm, Inc.
Charles Vehlow, 703-248-8218
ms@metalstorm.com
www@metalstorm.com
or
Investors:
Lippert Heilshorn & Assoc
Jody Burfening/David Waldman, 212-838-3777
jburfening@lhai.com
or
Media:
Lippert Heilshorn & Assoc
Chenoa Taitt, 212-838-3777
ctaitt@lhai.com
Great idea Ed! Board marked and I'll be back with some DD for posting.
Great Board Edf! Consider it BMed and I also added it to the OTC iBox.
NEOP..53
DUBLIN, Ohio--(BUSINESS WIRE)--Dec. 14, 2004--
Neoprobe Corporation (OTCBB:NEOP), a diversified
developer of innovative oncology and cardiovascular surgical and
diagnostic products, today announced that it raised $8.1 million
through the issuance of $8 million and $100,000 in four-year,
convertible promissory notes to funds of Great Point Partners, LLC and
David C. Bupp (Neoprobe's President and CEO), respectively. The notes
will bear interest at 8% per annum and are freely convertible into
shares of the company's common stock at a price of $0.40 per share.
The conversion price represents the 10-day volume weighted average
trading price of the company's common stock through December 10, 2004.
As part of this transaction, Neoprobe issued five-year warrants to the
investors to purchase 10,125,000 shares of the Company's common stock
at an exercise price of $0.46. The Company may force conversion of the
note prior to its stated maturity under certain circumstances.
Specific details of this transaction may be found in the Company's
Form 8-K to be filed with the Securities and Exchange Commission on or
about December 16, 2004. Proceeds from the note will be used primarily
to fund late-stage clinical development of the Company's most advanced
radiopharmaceutical agent, Lymphoseek(TM), for the assessment of the
spread of breast cancer and melanoma to the lymphatic system and to
complete the commercial launch of the company's blood flow measurement
products, the Quantix/OR(TM) and the Quantix/ND(TM).
David Kroin, Managing Director of Great Point Partners, LLC,
stated, "We are excited to provide this growth financing for Neoprobe
and believe the Company is a uniquely positioned, diversified
biomedical company. The existing gamma device business has tremendous
brand value as evidenced by its continuing profit stream and we expect
that to be enhanced with the blood flow products launch in 2005. In
addition, Lymphoseek and RIGScan(R) have the potential to unlock
significant upside for shareholders. We look forward to working with
and supporting the Neoprobe management team as they execute their
business strategy."
David Bupp commented, "We are very pleased to have an investor of
Great Point's stature become involved with Neoprobe Corporation. The
completion of this financing will provide Neoprobe with the capital
resources to move forward with the clinical development of Lymphoseek
and to execute the commercial introduction of the Quantix products
early next year. In addition, the financing will allow Neoprobe to
devote other resources to prepare for the anticipated commencement of
clinical evaluation activities for RIGScan CR in 2005."
About Neoprobe
Neoprobe develops and provides innovative surgical and diagnostic
products that enhance patient care by meeting the critical decision
making needs of healthcare professionals. Neoprobe currently markets
the neo2000(R) line of gamma detection systems that are widely used by
cancer surgeons for intraoperative lymphatic mapping. Neoprobe is also
in the process of commercializing the Quantix(R) line of blood flow
measurement products developed by its subsidiary, Cardiosonix Ltd.,
that are designed to be used by cardiovascular surgeons, neurosurgeons
and critical care physicians. In addition, Neoprobe holds significant
interests in the development of related biomedical systems and agents
including Lymphoseek(TM) and RIGScan(R) CR. Lymphoseek is an
investigational drug being developed as a lymphatic tracing agent in
conjunction with the University of California, San Diego. The RIGS(R)
system is an investigational technology that combines the Company's
gamma detection device technology with a proprietary disease-specific
radiolabeled cancer targeting agent, and a patented surgical method to
get real-time information to locate tumor deposits that may not be
detectable by conventional methods. Before surgery, a cancer patient
is injected with one of the targeting agents, which circulates
throughout the patient's body and binds specifically to cancer cell
antigens or receptors. Concentrations of the targeting agent are then
located during surgery by the company's gamma-detection instrument,
which emits an audible tone to direct the surgeon to targeted tissue.
The Company's strategy is to deliver superior growth and shareholder
return by maximizing its strong position in gamma detection
technologies and diversifying into new, synergistic biomedical markets
through continued investment and selective acquisitions.
About Great Point LLC
Great Point Partners LLC of Greenwich, Connecticut manages the
Biomedical Value Fund, L.P., a bottoms-up, primary research oriented,
investment fund formed to invest principally in undervalued publicly
traded life sciences, medical technology and other healthcare
companies by purchasing securities in the open market, financing
growth companies through PIPE (Private Investment in Public Equity)
financings, and in other directly negotiated transactions.
Statements in this news release, which relate to other than
strictly historical facts, such as statements about the Company's
plans and strategies, expectations for future financial performance,
new and existing products and technologies, and markets for the
Company's products, are forward-looking statements. The words
"believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements that speak only as of
the date hereof. Investors are cautioned that such statements involve
risks and uncertainties that could cause actual results to differ
materially from historical or anticipated results due to many factors
including, but not limited to, the Company's continuing operating
losses, uncertainty of market acceptance of its product, reliance on
third party manufacturers, accumulated deficit, future capital needs,
uncertainty of capital funding, dependence on limited product line and
distribution channels, competition, limited marketing and
manufacturing experience, risks of development of new products,
regulatory risks and other risks detailed in the Company's most recent
Annual Report on Form 10-KSB and other Securities and Exchange
Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
KEYWORD: NORTH AMERICA OHIO UNITED STATES
INDUSTRY KEYWORD: HEALTH BIOTECHNOLOGY HOSPITALS MEDICAL DEVICES PHARMACEUTICAL
SOURCE: Neoprobe Corporation
MYMX .21/.23 Third Quarter 2005
see note below
Mymetics Receives NIH Approval to Advance HIV Vaccine Into Late Preclinical Studies
Friday December 17, 12:25 pm ET
NYON, Switzerland, Dec. 17 /PRNewswire-FirstCall/ -- Mymetics Corporation (OTC Bulletin Board: MYMX - News) announced today that it has received approval from the National Institute of Allergy and Infectious Diseases (NIAID) of the National Institutes of Health (NIH) to begin advanced preclinical testing of the Company's trimeric gp41 vaccine in nonhuman primates. The study will run through the end of the third quarter of 2005, testing the second generation of HIV vaccines in development. Based on the results of the NIH-approved study, Mymetics expects to initiate advanced toxicology testing by the end of 2005 in preparation for filing an Investigational New Drug (IND) application in 2006.
Dr. Sylvain Fleury, Chief Scientific Officer of Mymetics, commented, "We are greatly pleased to have received our first formal recognition from the NIH for our program in HIV vaccinology. We have had strong results in this program to date, including neutralizing antibodies capable of blocking transcytosis and primary T cell and macrophage infections by primary HIV isolates. Our goal with the NIH-approved study is to further examine the potential of our gp41 vaccine approach and to gain additional data, including immunogenicity and stability, relevant to advancing our next-generation product."
Mymetics' Chief Executive Officer, Christian J.-F. Rochet, stated, "The NIAID-approved studies will place us among a small group of research teams poised to enter the clinic with a promising vaccine candidate. As we have previously announced, we anticipate signing in 2005 a partnership agreement with a major health sciences company to assist us in human clinical trials, for which we plan to file by 2006, pending the results of our preclinical program."
Mymetics' HIV Vaccine Program
In 2003, Mymetics created its first-generation trimeric gp41 HIV vaccine candidate. The Company is now developing next-generation vaccines that contain a more complete sequence of the wild-type gp41, including key neutralizing epitopes. A primary objective in the Company's vaccine design program is to impair the molecular mimicry between gp41 and the IL-2 cytokine (Interleukin-2) of the infected host. Mymetics' researchers discovered this mimicry in 1997 and believe that it is a major reason underlying the shutting down of the immune system seen in patients with HIV and AIDS.
Mymetics Corporation is a biotechnology company focused on the development of human and animal vaccines and therapies in the field of retroviral and viral autoimmune diseases, including HIV-1 infection. The Company's key discovery is a fundamental though subtle three-dimensional mimicry between the viral envelope glycoprotein gp41 of HIV-1 and the IL-2 cytokine (Interleukin-2) of the infected host. Based on this understanding of molecular mimicry, Mymetics has been able to engineer gp41 proteins capable of eliciting neutralizing antibodies against primary HIV-1 strains and has also designed specific therapeutic molecules which have the potential to prevent and/or delay the disease. Mymetics' platform technology can also be applied to other retrovirus-related diseases that involve similar mimicries, including certain oncoviruses often associated with human leukemia. For more information, please visit Mymetics' Web site at http://www.mymetics.com .
NOTE: On 12/07 they filed a SB2 for 89 million. This is a good example of a backburner play as the PPS may fall considerably as the SB2 works it way through the system. By 3Q 2005, this may be a much cheaper play as we anticipate the completion of the preclinical trials and the possible partnership with a "major health sciences company."
IMCG .47/.52 First Quarter 2005:
Intelligent Motor Cars Group Announces 7-for-1 Forward Split
Monday December 13, 5:28 pm ET
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Dec. 13, 2004--Intelligent Motor Cars Group Inc. (OTCBB:IMCG - News), today announced that, through a board resolution on 12-9-04, its Board of Directors has declared a 7-for-1 stock split in the form of a common stock dividend to shareholders of record. As a result, shareholders of record will see seven additional shares for each share held as of the close of business on record date. The effective date will sometime during 1st quarter 2005, with the actual date to be announced after 1st of year.
Mike Magolnick, IMC's chief operating officer, stated, "We are delighted to reward our shareholders for their investment with this stock dividend. The decision was driven by several factors, including our confidence in the Company's improving fundamentals and future opportunities, as well as an indication to our shareholders and interested investors that we consider the market prospects for the Company to be excellent."
About Intelligent Motor Cars Group Inc.
Intelligent Motor Cars Group Inc., through its wholly owned subsidiary, Intelligent Motor Cars Inc. d/b/a Sun Auto Sales and Leasing, is a diverse South Florida car company, which provides, among other services, sales, service, reconditioning and financing. In addition to retail sales, IMCG is also engaged in wholesale, auction and Internet programs to market and sell vehicles to the financially challenged consumer market.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Intelligent Motor Cars Group Inc. ("the Company"), or automobile related industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements, including that the Company's current revenue levels are not necessarily indicative of its future revenue levels or future financial performance. The Company's future operating results are dependent upon many factors, including but not limited to: (i) whether the Company is able to obtain sufficient funding to fund its expansion plans; (ii) whether the Company is able to build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments in the automobile industry; (iv) federal, state and local regulations pertaining to health and environmental quality standards; licensing/registration; financing; consumer protection; and safety; (v) the Company's ability to collect on receivables from high risk credit clients; (vi) the Company's ability to efficiently price and negotiate acquisitions on a favorable basis; (vii) whether the Company efficiently integrates the operations of other automobile dealerships it may acquire; and (viii) any negative economic conditions that would negatively affect the Company's business and expansion plans. Further information regarding the Company's business and its financial results may be obtained from the Company's periodic and other filings with the Securities and Exchange Commission which are available for review at www.sec.gov under "Search for Company Filings."
--------------------------------------------------------------------------------
Contact:
Intelligent Motor Cars Group Inc., Fort Lauderdale
Brian Heckathorne, 713-297-8886
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