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Sure does seem that those who run GNZR could give a damn. I would like to see some forthcoming information that first acknowledges that we, as share holders, exist in their minds, and give us some idea of what this company is planning for the future.
Retired as Mod? Must have read the 10-Q.
Just resigned as mod.
I don't have the time any more.
10-Q filing just out...
http://www.sec.gov/Archives/edgar/data/1390072/000143209310000638/gen-zero10q063010.htm
georgia34...GNZR financing.....
"No link. Can only go by the letter that I received as a Scientigo note holder who signed away find.com to Generation Zero in exchange for a re-structured Generation Zero note. Got paid a sliver of principal before the closing, but have not received a second payment as promised, (was supposed to occur thirty days after find.com closing).
I was told by a member of the advisory board for Gen Zero, that the company had not raised sufficient capital in order to make the second principal payment, (this amount totals $250,000).
My concern is that by not making this payment on time, it suggests that the company is hurting for capital. The money certainly will not come from beach.org ad profits. Hopefully, they will find some suckers pretty soon, and get me paid."
I sold my position in GNZR awhile back when I started becoming extremely uncomfortable with some of the business/financial decisions that GNZR management was making (in particular, the handling of the convertible debt -- see posts below).
I think in one of my previous posts on this board I mentioned the only reason(s) I could envision for Matthew Krieg's interest in maintaining such dilutive debt was if the debt holders had some assets that would be transferred to GNZR at an extremely attractive price, or if the debt holders would be providing financing at attractive terms.
One of GNZR's debt holders is facing SEC fraud charges on another stock/investment, so I think it is now highly unlikely that anything "positive" will result from that convertible debt. IMO, the combination of the fully-diluted share count and the legal issues surrounding one of the debt holders is probably going to make it very difficult for GNZR to raise a significant amount of money at reasonably attractive terms from outside/independent investors and institutions.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=52393913
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=52590703
Little bit frustrating. No posts in this beach.org forum since weeks!
good link:
http://www.beach.org/forum/
Still waiting :)))))))))))))))) Havent had reason to dump this... So..... ???
It's will@find.com
Thanks. Maybe you can get a email address of Mr. Goldstein, the IR person?
It should be any day. I will call again today and see what I can find out...
Still no idea when they will file ?
Submitted for "late" 8/16 gives them till when ?
I've got a better idea. I'll buy you an imaginary ice cream cone if the restricted shares I own are north of $0.25/share when I am allowed to sell in 2011.
then why don't you scan and post the imaginary letter that you received???
What happened to Weiner? He is not on the current management team.
http://www.generationzerogroup.com/management-team/
jsthefacts,
Sorry if my last post was harsh on GNZR. I wish them the best of luck. You certainly have no reason to believe a word I say. Maintaining neutrality and advocating hope on past penny investments has not worked so well for me. Thought I would see what venting could net me.
Cheers.
georgia34...pardon me for being skeptical, but I've never heard of an individual getting a direct payment for a deal that is between two publicly owned companies. I also checked your bio and see you just joined iHub and have made two posts. I am always a little weary about posters on iHub who show up making claims with only there word to back it up. I'd love to hear if maybe my take is wrong, but I always try and make decisions with verifiable information and I am not seeing that yet. Have a great day.
No link. Can only go by the letter that I received as a Scientigo note holder who signed away find.com to Generation Zero in exchange for a re-structured Generation Zero note. Got paid a sliver of principal before the closing, but have not received a second payment as promised, (was supposed to occur thirty days after find.com closing).
I was told by a member of the advisory board for Gen Zero, that the company had not raised sufficient capital in order to make the second principal payment, (this amount totals $250,000).
My concern is that by not making this payment on time, it suggests that the company is hurting for capital. The money certainly will not come from beach.org ad profits. Hopefully, they will find some suckers pretty soon, and get me paid.
can you put a link to the information regarding default? Thank you.
In Default to Scientigo note holders. Hope they raise money quick.
I'll call and find out...
How long is the 8/16 extension good for ?
I for see money only being spent to hopefully produce 4th quarter / maybe by 2nd of 2011 ?
10Q projected date ?
Waiting for the 10-Q filing...
Why is GNZR still down here ?
All those Months at $1.90, and now what.
Looking forward for some kind of relaunch of the find.com website.
I think they are working pretty hard behind the scenes...
Something´s up. Bid upticks. Took a small position of SCNG in the last days. Could be a nice win-win situation. SCNG could be even more explosive (short time). GNZR becomes for me more and more a longterm position.
GNZR is looking poised to looking for a huge breakout, and I can see alot of good things happening with this company in the future!
To me it looks like that SJLS is a short just trying to ride this one and sooner or later there going to get there shorts handed to them, I see this company going stronger and heading in the right direction with a breakout could happen at any time:)
Only buys today so far.
Let's see when NITE and SJLS retreat...
http://www.otcmarkets.com/stock/gnzr/quote
I will say that the lil company that did the acquisition and allowed GNZR to aquire the total amound of FIND.com, that company went from a sub penny, to I believe it was .19 and with huge volume, and im sure the shorts were pissing and moaning wonderilg what just had happened. The bottom line is that (GNZR) Generation Zero owns all of the assets from all of these comapnies and now completely owns all of GNZR; just no one really knows of GNZR yet( im excited to see what happens and wait until they do) now Im not saying it wouldnt of been nice owning GOOGLE at at .80 but everyone of there employes became instant millionairs the week they went public. Now FIND.com may not be anything or close to of any starture to GOOGLE, but it sure reminds me of a company called ASK.com, I guess we can sit back ad see where this lil pup can run too, it looks healthy and might be able to go along way.
The OS is around 35 million now, I'll check with the TA later...
39,7% of O/S = 14 million
100 % of O/S = 35,2 million
From the 8K regarding find.com aquisition:
Asset Purchase Agreement
Pursuant to the Asset Purchase Agreement, the Company purchased and extinguished Scientigo’s pre-existing option to purchase a 40% interest in URL Holdings (the “Option”). In consideration for the Option, we issued Scientigo 14,000,000 shares of restricted common stock (representing approximately 39.7% of our then outstanding shares (not including the 1,000,000 shares we agreed to issue to the Note Holders, as described above) and agreed to pay Scientigo $120,000 in cash (the “Cash Payment”). A total of $15,000 of the Cash Payment was paid at the closing of the Asset Purchase Agreement on June 30, 2010, and a total of $55,000 is due within 30 days of closing (i.e., prior to July 30, 2010); provided that the Company committed to use good faith efforts to pay the $55,000 as soon as reasonably possible, which $55,000 payment is evidenced by a Promissory Note and is due within 30 days of closing. Pursuant to the Asset Purchase Agreement, we agreed that if we sell a 40% interest in URL Holding for an amount in excess of $50,000,000 (plus capital expenditures) within eighteen months of the closing of the Asset Purchase Agreement, we would issue Scientigo additional shares of our common stock equal in value to $1,000,000, based on the greater of the then current market value of our common stock or $1.00 per share.
Scientigo also has the right pursuant to the Asset Purchase Agreement to name two members to the Company’s advisory board in order to oversee activities that may affect the collateral pledged to the Note Holders (as described above).
The Company obtained the $15,000 which was due upon closing in the form of a loan, which does not bear interest or have a stated due date, from its Chief Executive Officer, Matthew Krieg.
Generation Zero Group Inc(GNZR) closes on acquisition with Find.com
Closing on this acquisition creates the opportunity for the business structure and huge opportunity for the company to grow in the future.
Generation Zero Group Inc.(GNZR) Recently closed the acquisition in aquiring www.Find.com, Alot of people might not understand the immediate stature of the situation. Alot of individuals out there are very familiar with Ask.com. Find.com, whiich seems to be of similar stature has recently been making acquisitions and aquiring other companies to add to there structure, Now, if Im correct, the company has approx. or alittle over 11 million shares in the outstanding, now if the company comes out with a book value of 40-80 mill( with all assets combined) then that would put as price value or 4.00-8.00 trading. Curently there is no research company that has confirmed these numbers, but by looking on the outside at a company thats currently trading around .90, GNZR, in my understanding could be a great buy, has huge growth potential.
Generation Zero Group, Inc. (www.generationzerogroup.com) Based in Atlanta, Georgia, Generation Zero Group, Inc. is focused on having controlling or significant ownership interests in Premium Domain names, next-generation Technologies and Businesses with strong growth potential. The Company intends to use its expertise in Internet marketing, search engine optimization, and cutting edge technology to build and expand its business interests in their respective markets.
Stockguru.com: Generation Zero Group Inc. is in the StockGuru Spotlight for July 19, 2010
[url]http://www.otcmarkets.com/stock/GNZR/news/url][tag]insert-text-here[/tag]
Jul 19, 2010 (M2 PRESSWIRE via COMTEX) -- DALLAS, TEXAS : StockGuru announces that Generation Zero Group Inc. (OTCBB: GNZR) is in the StockGuru Spotlight. Generation Zero Group, Inc. is focused on having controlling or significant ownership interests in Premium Domain names, next-generation Technologies and Businesses with strong growth potential. The Company intends to use its expertise in Internet marketing, search engine optimization, and cutting edge technology to build and expand its business interests in their respective markets.
On Friday, the company put out news announcing that it has closed on the previously announced acquisition of the domain www.Find.com. The Company also acquired Scientigo, Inc.'s option to purchase 40% of the www.Find.com domain name in connection with the transaction. The Scientigo option was acquired for stock. Scientigo, Inc. is a public company that trades under the symbol (Pink Sheets: SCNG).
Shares for Generation Zero Group Inc. (OTCBB: GNZR) were down during the afternoon of trading on Friday and closed down four cents at closing.
To view our StockGuru Spotlight on Generation Zero Group Inc. (OTCBB: GNZR), please visit: http://www.stockguru.com
What is the StockGuru Spotlight? The StockGuru Spotlight features stocks that we expect some action in. Generally speaking we expect a strong showing in the market based on the market, our knowledge of the stock and the buzz in the markets. Many times these will be stocks that have big news out recently, there is fresh interest in getting the word out on these stocks or we hear a buzz in our day to day contacts on these stocks. If we think it is going to move or see action, we put it in the StockGuru Spotlight. If we are compensated for a stock in the Spotlight, it will be clearly disclosed within this Spotlight Announcement.
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NEWS: Generation Zero Group, Inc. closes find.com acquisition
Press Release Source: Generation Zero Group, Inc. On Friday July 16, 2010, 8:43 am
ATLANTA, July 16 /PRNewswire/ -- Generation Zero Group, Inc. (the "Company") (OTC Bulletin Board:GNZR.ob - News) today announced that it has closed on the previously announced acquisition of the domain www.Find.com.
The Company also acquired Scientigo, Inc.'s option to purchase 40% of the www.Find.com domain name in connection with the transaction. The Scientigo option was acquired for stock. Scientigo, Inc. is a public company that trades under the symbol (Pink Sheets:SCNG.pk - News).
Commenting on the announcement, Generation Zero Group, Inc. Chief Executive Officer Matthew Krieg commented: "I am thrilled that we have closed this transaction and we intend to move quickly to make www.Find.com a valuable property. We perceive Find.com as being a premium domain with tremendous potential."
About Generation Zero Group, Inc.:
Generation Zero Group, Inc. (www.generationzerogroup.com) Based in Atlanta, Georgia, Generation Zero Group, Inc. is focused on having controlling or significant ownership interests in Premium Domain names, next-generation Technologies and Businesses with strong growth potential. The Company intends to use its expertise in Internet marketing, search engine optimization, and cutting edge technology to build and expand its business interests in their respective markets.
This press release may contain forward-looking statements, including information about management's view of the Company's future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on the Company's future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company.
Company & Investor Relations Contact:
William Goldstein
888-214-1710
http://finance.yahoo.com/news/Generation-Zero-Group-Inc-prnews-2826915761.html?x=0&.v=1
Risky but could pay off, what do you all think?....it was nice to see Matthew Krieg put up his own money as a loan.... Hmmmmm
8-K is out [url]http://ih.advfn.com/p.php?pid=nmona&article=43562500&symbol=NB^GNZR/url][tag]insert-text-here[/tag]
- Current report filing (8-K)
Date : 07/12/2010 @ 6:04AM
Source : Edgar (US Regulatory)
Stock : (GNZR)
Quote : 0.9 0.0 (0.00%) @ 2:05AM
- Current report filing (8-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: June 30, 2010
DATE OF REPORT: July 9, 2010
COMMISSION FILE NUMBER: 333-146405
GENERATION ZERO GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
1311
20-5465816
(STATE OR JURISDICTION
OF INCORPORATION OR
ORGANIZATION)
(PRIMARY STANDARD
INDUSTRIAL
CLASSIFICATION
CODE NUMBER)
(IRS EMPLOYER
IDENTIFICATION NO.)
FIVE CONCOURSE PARKWAY
SUITE 2925
ATLANTA, GA 30328
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(770) 392 4898 ext 2742
(REGISTRANT'S TELEPHONE NUMBER)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[__]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[__]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[__]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[__]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On or around June 30, 2010, Generation Zero Group, Inc. (“ we, ” “ us, ” and the “ Company ”) entered into a Share Exchange Agreement (the “ Exchange Agreement ”) with Find.com URL Holdings, LLC., a Georgia limited liability company (“ URL Holding ”) and an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Scientigo, Inc. (“ Scientigo ”).
Exchange Agreement
Pursuant to the Exchange Agreement, we purchased approximately 51 membership interests in URL Holding totaling over 99% of the outstanding membership interests of URL Holding (the “ URL Holding Members ”); however that percentage is expected to grow to up to 100% as additional URL Holding Members are provided additional time to elect whether to participate in the transaction. URL Holding owns the domain name Find.com. URL Holding acquired the domain name through a consensual foreclosure process prior to the acquisition of the majority ownership of URL Holding by the Company. Scientigo was a party to the consensual foreclosure process and had an option to acquire 40% of the domain name in exchange for Scientigo’s consent to the foreclosure. The Company acquired and extinguished Scientigo’s option rights in connection with the Asset Purchase Agreement in order to secure the maximum ownership the Company could acquire from URL Holding, which the Company expects will reach 100% as certain members of URL Holding were not available at the time of closing (June 30, 2010) to elect to participate in the transaction.
The Exchange Agreement provided for (a) the issuance of an aggregate of approximately 1,000,000 shares of the Company’s restricted common stock, and (b) the issuance of secured promissory notes (“ Notes ”) in an aggregate principal amount of approximately $3,070,000 (representing the aggregate amount of money owed to such URL Holding Members pursuant to previously outstanding promissory notes) to the URL Holding Members (the “ Note Holders ”). The Notes are in favor of the selling members of URL Holding and are secured by the assets of the Company including the URL Holding membership units purchased by the Company. The Exchange Agreement also required that the Company make a closing payment in an aggregate amount of $50,000 to the URL Holding Members.
Notes
The Notes, which totaled approximately $3,070,000 at the closing of the Exchange Agreement bear interest at the rate of 12% per annum, and are payable as follows: (a) $50,000 which was due on the closing of the Exchange Agreement (June 30, 2010, the “ Closing Date ”), and which was paid to the Note Holders on such date; (b) $250,000 which is due to the Note Holders within 30 days of the closing date of the Exchange Agreement Closing Date; (c) by way of six equal quarterly payments, due three months, six months, nine months, twelve months, sixteen months and twenty months after the Closing Date, each representing 1/6 th of the Note Holder’s portion of an aggregate of $299,510.82 (approximately $49,918.47 which is due at the end of each quarter); (d) by way of interest payments representing the accrued interest on the Notes which are due quarterly, beginning three months after the Closing Date and continuing until 18 months from the Closing Date; and (e) by way of twelve monthly payments of principal and interest (which monthly principal payments will total approximately $2,450,000 or $204,000 per month) representing the then outstanding balance of the Notes, the last of which payment is due December 31, 2012 (the “ Maturity Date ”). The Notes may be prepaid at any time without penalty.
Upon the occurrence of any event of default under the Notes (as defined and described therein) the Notes will accrue interest at 14% per annum, and the Company may obtain a thirty day extension to cure any event of default by issuing the Note Holders an aggregate of 50,000 shares of the Company’s common stock (an “ Extension ”). If any event of default occurs and is not cured within sixty days of the date of occurrence of such event of default (subject to any Extension), the Note Holders may enforce their rights under the Notes, declare the entire amount of the Notes immediately due and payable and seek to enforce their security interests (as described below). Additionally, pursuant to the Notes, the Company is required to provide the Note Holders prompt notice of their knowledge of the occurrence of any event of default.
-2-
The Company’s repayment of the Notes are secured by a security agreement providing the Note Holders a security interest in substantially all of the Company’s assets, personal property, and URL Holdings’ ownership of Find.com (the “ Security Agreements ”). Scientigo serves as collateral agent for the benefit of the Note Holders under the Security Agreements (the “ Collateral Agent ”). Until the Notes are repaid in full, the Collateral Agent has the right to appoint two Managers of URL Holding, solely for the purpose of protecting the collateral securing the Notes. Matthew Krieg, the Company’s Chief Executive Officer and President serves as President and Chief Executive Officer of URL Holding.
The Company obtained the $50,000 which was due upon closing in the form of a loan, which does not bear interest or have a stated due date, from its Chief Executive Officer, Matthew Krieg.
Asset Purchase Agreement
Pursuant to the Asset Purchase Agreement, the Company purchased and extinguished Scientigo’s pre-existing option to purchase a 40% interest in URL Holdings (the “ Option” ). In consideration for the Option, we issued Scientigo 14,000,000 shares of restricted common stock (representing approximately 39.7% of our then outstanding shares (not including the 1,000,000 shares we agreed to issue to the Note Holders, as described above) and agreed to pay Scientigo $120,000 in cash (the “ Cash Payment ”). A total of $15,000 of the Cash Payment was paid at the closing of the Asset Purchase Agreement on June 30, 2010, and a total of $55,000 is due within 30 days of closing (i.e., prior to July 30, 2010); provided that the Company committed to use good faith efforts to pay the $55,000 as soon as reasonably possible, which $55,000 payment is evidenced by a Promissory Note and is due within 30 days of closing. Pursuant to the Asset Purchase Agreement, we agreed that if we sell a 40% interest in URL Holding for an amount in excess of $50,000,000 (plus capital expenditures) within eighteen months of the closing of the Asset Purchase Agreement, we would issue Scientigo additional shares of our common stock equal in value to $1,000,000, based on the greater of the then current market value of our common stock or $1.00 per share.
Scientigo also has the right pursuant to the Asset Purchase Agreement to name two members to the Company’s advisory board in order to oversee activities that may affect the collateral pledged to the Note Holders (as described above).
The Company obtained the $15,000 which was due upon closing in the form of a loan, which does not bear interest or have a stated due date, from its Chief Executive Officer, Matthew Krieg.
Description of Find.com:
Find.com, which we acquired ownership of pursuant to our purchase of over 99% of the outstanding membership interests of URL Holdings, pursuant to the transactions above, is a domain name and website that is currently powered by certain technology assets that the Company acquired on or about April 28, 2010, as described in greater detail in the Company’s May 24, 2010, Form 8-K filing. This acquisition of Find.com was always contemplated to be made by the Company, but because the structure of the transaction was much more complicated for a variety of reasons unrelated to the Company, the transaction did not close until June 30, 2010. Find.com is a URL that the Company believes has tremendous attributes as a domain name for purposes of search engine maximization and marketing. The Company believes that it will be able to manage and operate the domain name in a manner that will create value for the Company. This management and operation may involve strategic partnerships and revenue sharing relationships as is common in the operation of domain names. The Company expects to generate revenue from pay per click models, acquisition fees, direct marketing and sales of products and services and other items that are conducive to being sold and marketed on the Internet. The Company believes that Find.com has a broad reach and can be used for a variety of purposes. To date Find.com has not generated significant revenue, but the Company believes that the domain name can be grown into a significant Internet based business. However, the success of the Find.com asset is subject to the availability of necessary financing for operations and to service the Notes. The Company expects to reveal a comprehensive business plan and plan of operations for Find.com within the next 60 days, however, the website will remain operational in the interim.
-3-
Risks Relating to the Company’s Acquisition of Find.com
The description of the risks set forth below include some of the risks which the Find.com operations will be subject to. The Company itself and the Company’s securities are subject to certain other risks and uncertainties as described in greater detail in the Company’s periodic filings, and potential investors are encouraged to review such other risks and uncertainties before making an investment in the Company.
The Acquisition Of Find.Com Required The Company To Pay Substantial Costs And Issue Notes Totaling approximately $3,070,000, Which The Company Does Not Currently Have Funds To Pay, and the Repayment of Which is Secured By a Security Interest In Substantially All of our Assets.
The purchase price for Find.com included, among other requirements, the requirement that the Company pay $70,000 to Scientigo within thirty days of closing (July 30, 2010), which includes $15,000 which has been paid to date, and the issuance of Notes totaling approximately $3,070,000, of which $50,000 was paid at closing, $250,000 is payable within thirty days of closing (July 30, 2010), quarterly payments of approximately $300,000 are due for the first 20 months after closing, and monthly payments of approximately $204,000 are due each month thereafter ending on the maturity date of the Notes, December 31, 2012. The Company obtained the $65,000 paid at closing in connection with a loan from its Chief Executive Officer, Matthew Krieg, and anticipates raising additional funding to make the payments due to Scientigo and the Note Holders by July 30, 2010, and the remaining payments due on the Notes, of which there can no assurance will be available on favorable terms, if at all. In the event that the Company is unable to pay any amounts due to the Note Holders as provided in the Notes (subject to any cure provision therein), Scientigo, as Collateral Agent for the Note Holders can seek to enforce the Note Holders’ security interests over substantially all of our assets, which would result in us losing ownership of Find.com and force us to curtail or abandon our business plan, which would likely cause the value of our securities to decline in value or become worthless.
Find.com Has Not Produced Significant Revenue To Date.
Currently, the Find.com website does not have a history of producing revenue and although the Company is optimistic about the potential for such website to generate revenues, there is no assurance that the Company will be successful in its endeavors to make Find.com into a successful revenue generating operation whether through licensing or revenue sharing opportunities or other uses for the domain name, or that Find.com will generate sufficient revenues to allow us to repay the Notes and/or support our operations. As such, we may never generate significant revenue and our securities may decline in value or become worthless.
We Face Significant Competition From Microsoft, Yahoo, Google And Other Internet Search Providers.
Although the Company does not intend to utilize Find.com in a manner to compete with established search engine websites, the Company acknowledges that we face competition in every aspect of our business, and particularly from other companies that seek to connect people with information through providing relevant search results, which could be a use for Find.com. The main competitors in the search engine space include, but are not limited to Microsoft Corporation, Yahoo! Inc. and Google, Inc. All of those companies have more employees, more resources, better brand recognition, and longer operating histories than we do. Although it is not the Company’s intent to operate websites that compete with these established brands, we may be unable to compete with these and other websites in the efforts to draw Internet traffic to Find.com, which could force us to curtail our business plan or operations, which would ultimately cause the value of our securities to decline in value or become worthless.
Our Property Rights Are Valuable, And Any Inability To Protect Them Could Reduce The Value Of Our Products, Services And Brand.
Currently, the fees to retain the use of domain names is relatively immaterial, but if the classification of domain names were to change and the costs of securing the attendants rights to domain names were to become significant or if registrations for domain names were to significantly increase, the Company could be in a position where it could not afford to maintain its rights to the Find.com domain name. Although the Company does not anticipate this to occur, any significant increase in these types of costs could harm our business or our ability to protect our ownership rights and could make it more expensive to do business and harm our operating results, if any.
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Privacy Concerns Relating To Operation of Find.com Could Damage Our Reputation And Deter Current And Potential Users From Using Find.com.
From time to time, concerns may be expressed about whether Find.com compromises the privacy of users and others. Concerns about our collection, use or sharing of personal information or other privacy-related matters, even if unfounded, could damage our reputation and operating results.
More Individuals Are Using Non-PC Devices To Access The Internet, And Find.com May Not Be Widely Adopted By Users Of These Devices.
The number of people who access the Internet through devices other than personal computers, including mobile telephones, hand-held calendaring and email assistants, and television set-top devices, has increased dramatically in the past few years. The lower resolution, functionality and memory associated with alternative devices make the use of Find.com through such devices difficult. If the Find.com website does not perform well for these non-PC devices and a suitable enhancement is not made or is not available at an affordable price, we may greatly limit the marketability of Find.com to this increasingly important non-PC device portion of the market for online services.
We May Rely On Insurance In The Future To Mitigate Some Risks And, To The Extent The Cost Of Insurance Increases Or We Are Unable Or Choose Not To Maintain Sufficient Insurance To Mitigate The Risks Facing Our Business, Our Operating Results May Be Diminished.
We currently plan to contract for insurance to cover certain potential risks and liabilities. In the current environment, insurance companies are increasingly specific about what they will and will not insure. It is possible that we may not be able to get enough insurance to meet our needs, may have to pay very high prices for the coverage we do get or may not be able to acquire any insurance for certain types of business risk. In addition, we may choose not to obtain insurance for certain risks facing our business. This could leave us exposed to potential claims. If we were found liable for a significant claim in the future, our operating results could be negatively impacted. Also, to the extent the cost of maintaining insurance increases, our operating results will be negatively affected.
We Have To Keep Up With Rapid Technological Change To Remain Competitive In Our Rapidly Evolving Industry.
Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and to improve the performance and reliability of our services. Our failure to adapt to such changes would harm our business. New technologies and advertising media could adversely affect us. In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require substantial expenditures to modify or adapt Find.com for these changing demands.
We Face Risks In Connection With Changes In The Industry that Currently Exists that Allows Websites to Generate Revenue From a variety of Means Such As Pay Per Click; Keyword Purchases; Paid Search Results; Revenue Sharing From Advertising; Banner Ads.
Currently, websites are able to generate revenue from a variety of uses and services. To the extent any of these uses become more limited or there is a trend away from online commercial activity to any degree or there is a greater shift in the economic environment away from Internet based businesses, the Company’s prospects and plans for Find.com can be diminished or made infeasible. Any of these conditions could make the Companies ability to operate more difficult and could have an adverse effect on the Company’s securities.
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As described above, effective June 30, 2010, we acquired more than 99% of URL Holdings, which owns Find.com.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On or around June 30, 2010, as described above, we issued the Notes which in aggregate total approximately $3,070,000, and which are described in greater detail above.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On or around June 30, 2010, the Company issued Scientigo 14,000,000 shares of our restricted common stock in connection with the Asset Purchase Agreement, described above, which shares represented approximately 39.7% of our then issued and outstanding shares. We claim an exemption from registration offered by Section 4(2) of the Securities Act of 1933, as amended (the “ Act ”) since the foregoing issuance did not involve a public offering, the recipient took the shares for investment and not resale and we took appropriate measures to restrict transfer.
On or around June 30, 2010, the Company agreed to issue the Note Holders an aggregate of 1,000,000 shares of our restricted common stock in connection with the Exchange Agreement. We claim an exemption provided by Rule 506 of the Act for the issuance of these shares.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired .
To be provided by amendment.
(b) Pro forma financial information.
To be provided by amendment.
EXHIBIT NO.
DESCRIPTION
10.1*
Share Exchange Agreement with the Members of URL Holding
10.2*
Asset Purchase Agreement with Scientigo, Inc.
10.3*
Security Agreement executed by the Company in favor of Scientigo as collateral agent for the holders of the Notes
10.4*
Form of Secured Promissory Notes
10.5*
$55,000 Promissory Note with Scientigo
* Filed herewith.
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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.
GENERATION ZERO GROUP, INC.
Date: July 9, 2010
By: /s/ Matthew Krieg
Matthew Krieg
Chief Executive Officer
Spread getting a little bit tighter. Bid support getting better slowly.
GNZR higher . . .
Before we knew what we know $1.72
6 more Months ?
This may take a while..... I'm thinking just sit back and relax and let this thing run its course......
Good luck folks.....
I wrote to the info address, but no response yet...
Anyone of the US shareholders care to make a phone call?
Will Goldstein
888-214-1710
No reaction from the market, no volume. Disappointing. We need more info for the progress about find.com soon!
News: Generation Zero Group, Inc. launches Beach.org
Website Dedicated to Gulf Coast Oil Spill Coverage at Beaches
ATLANTA, July 6 /PRNewswire-FirstCall/ -- Generation Zero Group, Inc. (the "Company") (OTC Bulletin Board:GNZR.ob - News) today announced that it has successfully launched Beach.org. The website operates as a portal for current information about the BP oil spill in the Gulf of Mexico and the beach areas that are affected. The Company also reiterated its intent to donate 5% of the gross revenue generated from the Beach.org website to not for profit causes dedicated to helping people and/or businesses impacted by the oil spill in the Gulf of Mexico.
Commenting on Beach.org, Company Chief Executive Officer Matthew Krieg commented: "I am pleased that we were able to launch Beach.org so quickly after gaining control of the domain. I hope people take advantage of the website in order to gain access to the information they seek on the Gulf oil spill, and I encourage visitors to post their comments and messages on the site. We also hope that we are able to make a meaningful donation to the victims of the oil spill."
About Generation Zero Group, Inc.:
Based in Atlanta, Georgia, Generation Zero Group, Inc. (www.generationzerogroup.com) is focused on having controlling or significant ownership interests in Premium Domain names, next-generation Technologies and Businesses with strong growth potential. The Company intends to use its expertise in Internet marketing, search engine optimization, and cutting edge technology to build and expand its business interests in their respective markets.
This press release may contain forward-looking statements, including information about management's view of the Company's future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on the Company's future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company.
Company & Investor Relations Contact:
William Goldstein
888-214-1710
http://finance.yahoo.com/news/Generation-Zero-Group-Inc-prnews-166641607.html?x=0&.v=1
... which is overdue btw.
I wrote a mail, but haven't received a response yet.
Thought we would see at least some little movement here. Seems like everyone is waiting for the find.com update...
Impressive live cams...
http://beach.org/underwater-spill-cams
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Find.com is an easy-to-use search engine that allows people to find relevant search results thro ugh a clutter-free, user-friendly Web interface. The cornerstones of the Find.com growth strategy begin with its highly memorable, easy-to-understand name: "Find.com". This simple name clearly tells consumers and all Internet users that Find.com enables users to find exactly what they are looking for in the ever-growing huge pool of information available on the Internet.
According to the Forrester Research, 80% of all Internet sessions begin with a search engine. In the large arena of "search", many engines carry limitations such as returning results in a disorganized format. The Find.com search engine's strategy aims to provide high quality, easy-to-use results geared toward consumers rather than researchers. Any Internet user can use Find.com; however our search results will cater to an active consumer looking to make a purchase or prepare for a purchase of some kind. Due to the increasing number of web addresses created each day, URL's (web addresses) are getting longer and harder to remember. This makes branding and marketing inherently more expensive and time consuming. Find.com does not have this obstacle - the name "find" is clear in what it means and what it does. "Find" is easy to remember and intuitively used every day. The focus on domain names is a critical element to Internet marketing today and shows parallels between URL's, web addresses and traditional commercial real estate principles.
Search engines continue to be a growth area on the Internet and among Internet users. Find.com intends to exploit opportunities in the Internet search market by:
Search engines continue to be a growth area on the Internet and among Internet users. Find.com intends to exploit opportunities in the Internet search market by:
Introduction
On April 20, 2010, an explosion and fire erupted on an offshore drilling rig in the Gulf of Mexico called the Deepwater Horizon, which had just completed an exploratory well 52 miles from shore in 4,992 feet of water. Eleven members of the crew are missing and presumed dead. The remainder of the crew abandoned the rig and was rescued by a nearby supply vessel, the Damon Bankston. The fire destroyed the rig, which sank on April 22, 2010. The resulting oil spill has been declared "a spill of national significance" and could become one of the oil industry’s gravest disasters.
Crude oil continues to flow from a broken pipe on the seafloor, has spread across thousands of square miles, and is damaging local economies, sensitive coastlines and wildlife throughout the Gulf region. Beach.org is not maintained by BP, the US government, or any other partial party and is a source you can trust for objective information.
The site is currently fully functional and in a "soft launch" period. Because we have just launched this site (June 30, 2010), the soft launch lets people start interacting with the site while we continue to work out minor issues and add additional content and functionality. Enjoy and please let us know if you encounter any issues.
Mr. Krieg began his career as a Strategic Finance Manager for Eastern Airlines in Miami, Florida. He honed his skills in finance and the tourism industry in that capacity from 1999 - 2002. Seizing the opportunity to take on greater responsibility, he moved to Las Vegas, Nevada, to serve as a Senior Financial Analyst to Leisure Industries. In July 2003, Krieg began his role as the President of nPorta, Inc., in Atlanta, Georgia, a company which provides software development and consulting to the travel industry. Since November 2008, Mr. Krieg has been self-employed as a consultant in the online travel and e-commerce industry. He brings significant leadership experience and extensive knowledge of the finance, travel and e-commerce industries.
Mr. Krieg obtained his Bachelor's degree from the University of Miami in Management in 1993 and his Masters degree from the University of Miami in Finance in 1999.
Mr. Goldstein is an investor/entrepreneur who has founded and developed many successful businesses. Mr. Goldstein began his professional career as an entrepreneur in 1987, when he acquired a locksmith and security store with one location in Norfolk, Virginia. He grew his business to four locations with more than 20 mobile units. In 1992, Mr. Goldstein sold the firm to the largest security company in Virginia. In the same year, he founded Nationwide Medical Services, Inc., a physician staffing company. Under his leadership, Nationwide Medical grew at a rate of over 200 percent per year for its first six years, achieving $18 million in sales by 1998. Mr. Goldstein successfully negotiated and managed Nationwide through a series of transactions, including a 1998 merger with Jackson & Coker, after which the surviving entity became JC Nationwide. With Mr. Goldstein as Chairman and CEO, JC Nationwide grew to approximately $70 million in revenue. In January 2005, JC Nationwide was acquired by World Health Alternatives, a publicly traded health care staffing company. In August 2003, Will Goldstein partnered with Marc Bercoon, a colleague in various ventures since 2001. Goldstein, Bercoon and another partner purchased LA Digital Post, Inc., a company that rents post-production editing equipment to large television and film production houses in the entertainment industry. He is currently Chairman of LA Digital. Mr. Goldstein earned his Bachelor's degree in Business Administration from Old Dominion University.
L2 quote: http://www.otcmarkets.com/pink/quote/quote.jsp?symbol=gnzr
Complete SEC Filings: http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001390072&action=getcompany
A/S | 100,000,000 | |
O/S | 26,214,785 | (according to 10K from 09/17/2010) |
Float | 1,226,205 | (from GNZR website on June 15th 2010) |
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