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JKRI EARNS .66 CENTS A SHARE--WHAT IS THIS ABOUT-THANKS
I have almost 1 million shares now I did a bit of the buying the last few weeks
like to see the tape painted .0085 at close!~
those last four trades were sells but the three before were buys
recent buys 12K 50K i missed the other i think 60K
recent sells24K 12K 35K 5K
Income Statement
Revenue (ttm): 2.19M
Revenue Per Share (ttm): 0.669
go to yahoo key stats it shows .66 cents a share for earnings
printing last three buys as sells level2 got it right streamer has it wrong..fyi!
How do you know? Can you please back up your statement with more information? Thanks in advance.
Ihavenogoodnameidea, what's that mean pls? Recent news???
JKRI EARNS .66 CENTS A SHARE
old news! 'Traffic cop' software to make Mid East debut at Chemtex & Corrosion
http://www.ameinfo.com/3658.html
Future Recording Requirements and Capabilities in the
Oil and Gas Pipeline Industry
Turning Science Fiction into Practical Applications
Daniel W. Nagala (dnagala@utsi.com)
UTSI International Corporation
http://www.ntsb.gov/events/symp_rec/proceedings/authors/nagala.htm
old article by Bob Trott..
http://www.cnn.com/TECH/computing/9807/02/ntlag.idg/
very interesting old news...
UTSI International Corporation offers PROCYS SCADA
http://www.pipelinedubai.com/press/2004/pr_04_0120.htm
According to zoominfor..."UTSI's current staff consists of approximately thirty (30) full-time engineers, programmers and support staff. Our principal office is located in Friendswood (Houston area), Texas, USA, and we have full service branch offices in Abu Dhabi, UAE, and Madrid, Spain."
http://www.zoominfo.com/search/CompanyDetail.aspx?CompanyID=40517826&cs=QECakDC7k
I agree now is up to the market to justifies the value of JKRI eom
It appears like it is ready to RUN.
looking forward to see some numbers relating to UTSI's sales, as well as contracts, etc.
The Jackson Rivers Company, Inc. Completes Acquistion of UTSI International Corporation, a Leader in SCADA Design and Management for Oil and Gas Industry
Wednesday May 10, 9:43 am ET
HOUSTON, May 10 /PRNewswire-FirstCall/ -- The Jackson Rivers Company, Inc. (OTC Bulletin Board: JKRI - News) announced today that it has completed the acquisition of UTSI International Corporation. Based in Houston, Texas, UTSI International Corporation is a 21 year old international company that has grown into one of the leaders in engineering and information solutions for the oil and gas pipeline industry. UTSI provides supervisory control and data acquisition (SCADA), telecommunications and other specialized services to major pipeline operators and utility companies worldwide. Additionally, UTSI provides leak detection and hydraulic modeling consulting services, and is considered to be one of the leading independent sources of such expertise.
ADVERTISEMENT
Founded in 1985 by Daniel Nagala, UTSI has been responsible for the design and implementation of sophisticated telecommunication and control systems for many of the world's largest energy and telecommunication corporations. Many of these services and systems are now being reengineered and designed to fit in the growing Machine to Machine (M2M) space, which is the focus of JRKI's business development plan.
UTSI will now join JKRI's other Houston based subsidiary, Diverse Networks, Inc. and focus their expertise to expanding the market share of JKRI in many of the M2M market segments. Daniel Nagala was elected to the Board of Directors of The Jackson Rivers Company.
Daniel Nagala, President of UTSI said, "I am delighted to have this acquisition process completed, and we look forward to combining our respective capabilities so we can expand our business services to a much broader market segment. We have known the principals at Diverse Networks for many years and have previously worked together on many projects with them. There are no doubts in my mind that now that we have joined forces, our services to current and new clients will be both expanded and enhanced."
UTSI's current customers include Shell Pipeline, Koch Industries, Panhandle Energy, New York City Transit Authority, Baltimore Gas & Electric, Louisiana Offshore Oil Port (LOOP), LLC, gasNatural, SDG (Spain) and Sakhalin Energy Investment Company, Ltd. (Russia).
"We are extremely happy to welcome our old friends at UTSI to the new and exciting Jackson Rivers Company," stated James Nelson, President of Jackson Rivers Company Inc. and CEO of Diverse Networks, Inc. "I can't help but believe that this formal joining of our respective companies will bring significant benefits for all of us in the future."
Further terms and conditions of the merger agreement will be published in the recent Form 8-K filed by the Company with the Securities and Exchange Commission. More information on Jackson Rivers Company can be found at ww.jacksonrivers.com. Information on Diverse Networks can be found at www.diversenet.com. Information on UTSI International can be found by visiting their web site at www.utsi.com.
Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of JKRI officials are "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "believes," "anticipates," "intends," "plans," "expects," and similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future JKRI actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this report. These statements are not guarantees of future performance and JKRI has no specific intention to update these statements.
--------------------------------------------------------------------------------
Source: The Jackson Rivers Company, Inc.
I'm glad this turned out to be a good thing. I sold out of my PLNI position to get in here last week and it looks like I made the right choice.
(I'm still baby-sitting PLNI on the sly, but they have to get there act together)
Go JKRI!!
9-May-2006
Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 5, 2006, The Jackson Rivers Company, a Florida corporation ("JRC"), through its wholly-owned subsidiary, JKRI Acquisition Corp., a Texas corporation ("JKRI"), consummated its acquisition of UTSI International Corporation, a Texas corporation ("UTSI"), pursuant to that certain Agreement and Plan of Merger, dated May 5, 2006, by and among JRC, JKRI, UTSI, and each of the stockholders of UTSI (the "Merger Agreement"). Pursuant to the Merger Agreement, UTSI merged with and into JKRI, with JKRI as the surviving corporation, and each share of UTSI common stock outstanding at the effective time of the merger was converted into the right to receive .6953959 share of a JRC Series C Preferred Stock (i.e., the 1,529,871 shares of common stock of UTSI outstanding are convertible into an aggregate of 2,200,000 shares of Series C Preferred Stock of JRC).
Each share of Series C stock will initially be convertible, starting after May 5, 2008, into that number of shares of The Jackson Rivers Company common stock obtained by multiplying the number of shares to be converted by a fraction, the numerator of which is $1.00 and the denominator equal to the "market price" of The Jackson Rivers Company common stock at the time of conversion. The conversion rate is subject to adjustment. See Item 5.03.
The terms of the Merger Agreement provide that certain events (Section 8) shall constitute an Event of Default thereunder, which events shall give the non-defaulting party the right to require all parties to the Merger Agreement to take all actions required to unwind and effectively rescind the Merger.
This description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities
In connection with the Merger Agreement described above, we issued an aggregate of 2,200,000 shares of Series C Preferred Stock of JRC. We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of the Series C Preferred Stock.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On May 5, 2006, in connection with the transaction described under Item 2.01 above, pursuant to a resolution the Shareholders by written consent, appointed Daniel W. Nagala as a Director. Mr. Nagala will also serve as the Chairman of the Board, Chief Executive Officer and President of UTSI International Corp., the wholly-owned subsidiary of JRC pursuant to the Merger Agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
On May 5, 2006, our Board of Directors approved an amendment to our Articles of Incorporation (filed with the Florida Secretary of State on May 5, 2006) to provide for a new series of preferred stock, as permitted by our Articles of Incorporation, such series of preferred stock being entitled "Series C Preferred Stock". Our Articles of Incorporation provide for our Board of Directors to fix the terms of preferred stock by resolution without the vote of stockholders.
Each share of Series C stock will initially be convertible, starting May 5, 2008, into that number of shares of The Jackson Rivers Company common stock obtained by multiplying the number of shares to be converted by a fraction, the numerator of which is $1.00 and the denominator equal to the "market price" (as defined in the Amendment) of The Jackson Rivers Company common stock at the time of conversion. The conversion rate is subject to adjustment in certain circumstances, as set forth in the amendment. The Series C Preferred Stock can be redeemed at "market value" (as defined in the Amendment)and has a right to be paid a liquidation preference at "market value" prior to any payments to the Series A Preferred Stock and the common stockholders in a liquidation. The Series C Preferred Stock is non-voting.
This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a)(4) of Form 8-K, we will file such financial statements by amendment as soon as possible, but not later than July 21, 2006.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b)(2) of Form 8-K, we will file such financial statements by amendment as soon as possible, but not later than July 21, 2006.
(c) Exhibits.
Exhibit
Number Description
3.1 Articles of Amendment to the Articles of Incorporation
of The Jackson Rivers Company amending and restating the
terms of the Series C Preferred Stock, filed with the
Florida Secretary of State on May 5, 2006.
10.1 Agreement and Plan of Merger dated May 5, 2006, by and
among The Jackson Rivers Company, JKRI Acquisition
Corp., UTSI International Corporation, and the
stockholders of UTSI International Corporation.
CONGRATS TO ALL LONG! Finally the USTI acquire is now officially completed.
PAIN? Is SB2 NOT S8 why OUCH? New shares? What do you mean by said new shares? Care to explain that? Thanks.
Here comes the pain again.
Filed on 4/27/06, an SB-2 for 752,674,418 new shares
http://knobias.10kwizard.com/filing.php?repo=tenk&ipage=4120275&doc=1&total=&back=2&...
OUCH!
Subject to completion, dated April 27, 2006.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.
Prospectus
752,674,418 Shares
THE JACKSON RIVERS COMPANY
Common Stock
The selling stockholders will determine when they will sell their shares, and in all cases, will sell their shares at the current market price or at negotiated prices at the time of the sale. Although we have agreed to pay the expenses related to the registration of the shares being offered, we will not receive any proceeds from the sale of the shares by the selling stockholders. We may, however, receive $3,850,000 from the exercise of the warrants.
Thursday April 27, 2006
By Jim Nelson, President and COO of Jackson Rivers
I would like to take the opportunity with this letter to accomplish two things. First I want to introduce myself to the shareholders and share with everyone a small bit of my background and experience. Secondly, I will explain more of the details of our plans and strategy for expanding our business opportunities in Western Africa, beginning with our efforts in Nigeria.
I am a native Houstonian and surprisingly, there really aren't too many of us even in the 4th largest city in America, a city with a metropolitan area population in excess of 5,000,000. I was born in downtown Houston but grew up and attended high school in a small town just north of the city. In 1963, I graduated from Texas A&M with a BSEE degree and a commission in the United States Army as a 2nd Lieutenant in the Signal Corp. I served two years on active duty and in September 1965 was discharged from active duty and returned to Houston to start a job as a Junior Pipeline Engineer at what was then named Humble Pipeline Company.
I worked at Humble, then after the name change, Exxon for approximately 10 years, in a wide variety of both departments and positions. When I resigned in 1975 I was a Senior Project Manager at what was at the time an Exxon subsidiary, Plantation Pipeline Company, in Atlanta, Georgia. At Plantation I was the Project Manager of a large project with a goal to modernize and automate the entire pipeline. I left Exxon to form what was the first of numerous small, private companies that I have established. Most of these companies were primarily focused on providing engineering services to the pipeline and production departments of both large and small oil and gas producing and transportation companies.
I consider myself extremely fortunate in that I have been able to work on some of the largest pipeline projects in the world. For a year I lived in Alaska and helped organize and initially staff the Operational Engineering Department for Aleyska Pipeline, then I helped start up the entire Trans-Alaska pipeline. I was the Project Manager for all SCADA, local control systems, advanced applications, and telecommunications for the nation's first deep water port, the Louisiana Offshore Oil Port (LOOP).
In the early 1990's I joined the only public company I have worked at since Exxon when I joined a company based in Los Gatos, California, named Metricom. I was the Vice President of Operations and Network Engineering. In that capacity I was responsible for building what at the time was the nation's first high speed (128 Kbps) wide area terrestrial packet switched network called Ricochet. While at Metricom my team deployed over 50,000 radios, designed and deployed a 7x24 Network Operations Center in Houston, and built a custom Network Management Center that was capable of managing networks with in excess of 250,000 network elements. I truly was blessed with being able to assemble a fantastic group of young engineers and systems analysts that really did all the work.
In 1998, five previous Metricom employees, including myself, formed Diverse Networks, Inc. in Houston and we commenced our quest to become a major contributor to the development and operational management of large scale wireless networks. We were fortunate to have the opportunity to work with several early pioneers such as Palm and OmniSky during their early attempts to establish wireless data connectivity to Personal Digital Assistants (PDAs). During the first 6 years, Diverse also invested substantial amounts of our earnings into the development of a scalable platform dedicated to the collection and distribution of all sorts of industrial data using virtual wireless networks built by other wireless carriers such as Sprint, Verizon, Orbcomm, etc. That work was essentially completed and demonstrated with numerous pilot projects by the end of 2004. The actual service, however, was never officially launched due to our inability to secure the proper level of funding to sustain the business until it reached a point of profitability. This platform exists today and forms the basis of our Machine to Machine (M2M) offering.
In December of 2005 we completed a reverse merger with The Jackson Rivers Company (JKRI) to create a new JKRI that was totally focused on the emerging M2M market space. Today I serve as Chairman, President, and Chief Operation officer of JKRI.
Even before the merger with JKRI, I had decided to embark on a strategy of expanding our client base by entering the international market. Although we had provided various technology services in Trinidad, Mexico, and China, I felt we could offer a wide range of technology focused services to oil and gas companies that operated in certain less developed countries around the world. I was convinced that the pricing of oil and gas would continue to rise, thereby spurring additional exploration and production activities in certain known oil and gas producing regions. For a number of reasons, I chose to commence the business development work in the general region of Western Africa and in Nigeria specifically.
To date, I have made four trips to Nigeria, doing various levels of business development activities on each trip. I have been fortunate to have had the opportunity to meet and form a business relationship with Mr. Obie Mbakwe of MPA Services, Ltd. Obie lives in Dallas and owns companies both in the United States and Nigeria. He came to the U.S. just out of high school in Nigeria and has obtained degrees from the University of Oklahoma and West Texas A&M University. More importantly, he is a highly ethical and experienced business man that grew up and knows a vast number of people that are in influential positions within the oil and gas companies that operate in Nigeria. This merely serves as an introduction to the decision makers of that country. Since he currently operates a company in Nigeria, he is also very familiar with the rules and regulations associated with the operating in the country.
Together the MPA and Diverse Networks team has made great strides in establishing business relationships in Nigeria. We have recently added a company named UTSI International to the team and have assembled a formidable group of expert consultants for offering advice and consulting services in the area of SCADA applications, pipeline local control, data communications, electronic flow measurement, as well as advanced applications for both gas and liquid pipelines.
This expert team has been extremely well received in Nigeria and we are currently pursing a wide range of business opportunities within the country. While we are cautiously optimistic about several of these opportunities, at this time we are not in a position to formally announce any new contracts. Hopefully when all details have been settled, we might be able to make such announcements in the not too distant future.
The opportunities for this team are tremendous in Nigeria. Nigeria has a large level of proven reserves of both oil and gas. The near record prices for energy today have resulted in a flurry of new activity in the country. This fact, coupled with the Nigerian federal governments announced programs for increased oil and gas exploration and production have severely stretched the small amount of support infrastructure that exists in Nigeria today. Many of our opportunities are in the form of helping Nigeria build critical infrastructure for use within the oil and gas industry.
In addition to Nigeria's interest in increasing both production and proven reserves, they are very serious about the development of a highly skilled pool of technical human resource within the country. Our team has recognized and agrees with this philosophy and has proposed numerous projects aimed at building highly scalable critical infrastructure for use within the oil and gas industry, while at the same time using and training Nigerian engineers and analysts in the methodology of building and maintaining such infrastructure.
Just prior to my first trip to Nigeria I will admit to a certain level of apprehension concerning the visit. I feel that in general, people in America perceive Nigeria as a highly dangerous place to visit. After my 4 trips, I now realize what I should have known at the beginning. Nigeria is not a great deal different than any where else I have ever been. There are of course the natural differences in cultures, customs, and food but the people basically fall into one of three groups of being good, bad or ugly just like anywhere else in the world. I have found that for the most part Nigerians are warm and friendly people. They laugh easily and seem to have a knack for enjoying life perhaps a bit more than the people in other more "well developed" countries I have visited. I have been blessed with the privilege of being able to make quite a number of new friends during my visits and have had the opportunity to host many of them in my home here in Houston, just as they have hosted me in theirs in Nigeria.
There are no doubts in my mind that our team will be successful in our endeavor to establish business within Nigeria. I have no way of knowing if that will be on any of the projects we are currently pursuing or on the next series of projects we will propose. I also feel quite strongly that once we are successful in demonstrating our ability to perform, we will experience a rapid growth in both the size and number of projects. I am eagerly looking forward to the establishment of a Jackson Rivers/Diverse Networks office in Lagos or Abuja. I sincerely hope that time will come in the very near future.
Sincerely,
James E. Nelson
President and Chief Operation Officer
Jackson Rivers
Jackson Rivers Company, Inc. Completes Trip to Nigeria, Furthers Talks With Nigerian Gas and Oil Companies
April 26, 2006 09:01:25 (ET)
SAN DIEGO, April 26, 2006 /PRNewswire-FirstCall via COMTEX/ -- James Nelson, President of The Jackson Rivers Company, Inc. (JKRI, Trade), returned yesterday from a follow up visit to Nigeria where he met with key officials to further negotiations on the Company's bids to provide information technology and telecommunication services for oil and gas companies in that country. The Company, in conjunction with UTSI International Corporation of Houston, Texas and MPS Services, Ltd., an indigenous Nigerian company, is currently bidding on a variety of opportunities within Nigeria, one of the world's largest producers of oil and gas. Specifically, we are among the finalists for providing consulting services associated with a large modernization and automation project (including new SCADA systems) for the country's leading gas transmission company. In addition, we are in the latter stages of discussions with a division of the Nigerian National Petroleum Company (NNPC) with regards to a project to develop and install a new information management application that would enhance the ability to manage their portfolio of oil and gas development projects.
Jackson Rivers Company, Inc. is a developer of Machine to Machine (M2M) services, network engineering and data management services. Its wholly owned subsidiary, Diverse Networks, Inc, is an established provider of SCADA system consulting services, network engineering services, information technology applications, and data collection and management services for the US oil and gas industry. Some of these projects have been for the world's leading oil and gas companies.
Stated James Nelson, President of Jackson Rivers Company, "Our trip was the fourth within the past 14 months and was extremely successful. We were able to meet with some of the key personnel responsible for new technology applications within the nation's oil and gas industry. Nigeria's desire to improve and expand their ability to manage and monitor their oil and gas resources have created some very large opportunities for JKRI, and in partnership with MPA and UTSI, we feel we are the best qualified for these projects. We still have to wait to hear the final decisions but we remain extremely optimistic. We at least know that as the result of our business development efforts over this past year, we have developed relationships that we hope will return benefits for us both now and in the future."
Nelson also pointed out that, "Nigeria has natural gas reserves in excess of 100 trillion cubic feet which are the 10th largest reserves in the world. For many years, the operating companies have flared much of the gas produced within the country. The Nigerian government has recently made strides towards the reduction and eventual curtailment of that practice. Many high level officials that I have spoken with within the country are of the opinion that the longer term future of the petroleum industry in Nigeria will be in natural gas. At this time, Nigeria has a limited level of infrastructure and technical resource to efficiently manage the transportation and distribution of the additional large quantities of natural gas. I see many opportunities for JKRI to assist the country in the development of those capabilities."
More information on the company can be found at www.jacksonrivers.com and at www.diversenet.com. Information on UTSI International can be found at www.utsi.com.
Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of JKRI and Diverse officials are "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "believes," "anticipates," "intends," "plans," "expects," and similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future JKRI and Diverse actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this report. These statements are not guarantees of future performance and JKRI has no specific intention to update these statements.
SOURCE The Jackson Rivers Company, Inc.
Janet Whitehead of The Jackson Rivers Company, Inc., +1-619-342-7443
http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved.
I think you are correct, this should start up soon amd then it will be too late. I filled at .085 and wish I had more money to buy more.
JKRI Jackson Rivers Company, Inc. Enters Into $2 Million Financing
PR Newswire - April 25, 2006 9:03 AM (EDT)
Jump to first matched term
SAN DIEGO, April 25, 2006 /PRNewswire-FirstCall via COMTEX/ -- The Jackson Rivers Company, Inc. (OTC Bulletin Board: JKRI), a developer of Machine to Machine (M2M) services, network engineering and data management services, announced today that it has entered into an agreement to receive up to two million dollars in financing from a group of accredited investors in return for 6% convertible notes of the Company and warrants to purchase 50,000,000 shares of the Company's common stock at an exercise price of $0.07 per share.
Stated Jeffrey Flannery, CEO of Jackson Rivers Company, "We appreciate the confidence the investors have in Jackson Rivers to provide us with this level of financing. These funds are critical to jumpstart our marketing program in the M2M marketplace and to move forward with potential acquisitions. Upon receipt of the total funding, we believe Jackson Rivers will be in a much stronger position to carry out its business plan over the next twelve months."
The funding consists of three tranches. The first tranche of $700,000 was received by the company on March 31, 2006. The second tranche of $600,000 will be funded within 5 days of filing of a registration statement with the Securities and Exchange Commission relating to the resale of common stock issuable upon conversion or exercise of the warrants, and third tranche of $700,000 will be funded within 5 days of effectiveness of the registration statement.
Subject to certain terms and conditions, the notes are redeemable by the Company at a rate of between 120% to 140% of the outstanding principal amount of the notes plus interest. In addition, under certain conditions, the Company may prepay the monthly portion due on the outstanding notes and no conversions will take place during such month where this option is exercised. The notes are secured by a first lien on all of our assets, including our intellectual property.
Otherwise, once the shares are registered the note holders will have the right to convert their notes according to certain terms and conditions. The conversion is based on a percentage of the average of the lowest three trading prices during the twenty trading day period prior to conversion. This percentage applied to the conversion will be based on the Company's ability to meet certain requirements in a timely manner. For example, if we are able to achieve effectiveness of the Registration Statement within 120 days, the percentage will be 60%. If we are not able to achieve effectiveness and/or are not able to file the Registration Statement within 30 days of the Note, the percentage could be as low as 50%.
"We evaluated a number of options for funding our growth," added Mr. Flannery, "and chose a program that we feel will best benefit the company, allow us to meet the goals of our business plan and ultimately create greater value for our shareholders. Our focus is on bringing business and revenues into Jackson Rivers as well as putting the Company into a position to compete aggressively in the M2M marketplace. We needed this funding to do that."
The documents contain certain limitations on conversion of the notes and/or exercise of the warrants. For example, at no time can the conversion (or exercise) result in ownership that would exceed 4.9% of the issued and outstanding shares of the company's stock. In addition, the Holder agrees that it will limit its conversions to no more than $60,000 per calendar month or the average daily dollar volume calculated during the ten (10) business days prior to a conversion, whichever is greater. Further, the purchasers of our convertible notes have agreed that so long as the notes are outstanding, they will not enter into or effect any "short sales" or other hedging transactions which establish a net short position in our common stock.
The Company is required to file an SB2 registration with the Securities and Exchange Commission to register 150% of shares required to cover the notes based on the current market price of the Company's stock. The actual number of shares that the note holders will convert will depend on the share prices during conversions and could be less than the registered amount if the share price appreciates, or could be more than the registered amount if the share price falls from current market value.
For a more complete review of the funding documents please refer to the Company's filings with the Securities Exchange Commission.
More information on the company can be found at www.jacksonrivers.com and at www.diversenet.com.
Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of JKRI and Diverse officials are "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "believes," "anticipates," "intends," "plans," "expects," and similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future JKRI and Diverse actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this report. These statements are not guarantees of future performance and JKRI has no specific intention to update these statements.
SOURCE The Jackson Rivers Company, Inc.
Janet Whitehead of The Jackson Rivers Company, Inc., +1-619- 342-7443
http://www.prnewswire.com
Copyright (C) 2006 PR Newswire. All rights reserved.
I am thinking of adding more at this price. Is there anything new on this stock? I am a little puzzled on were it is going.
letter from Jeff posted on ragingbull....
http://www.ragingbull.lycos.com/mboard/boards.cgi?board=JKRI&read=3392
what is your opinions base on the current 10KSB. Thx.
Difficult to predict the pps for any stock, especially basically a start-up. If the company stays with their plan and can generate contracts as well as join acquired companies like Camvera, the pps imo will be far higher than what it is now. The acquisition of UTSI alone will likely jump the pps to or past 3 to 4 cents, although many feel that the UTSI acquisition will bring a 6 to 8 cent valuation; others see the UTSI acquisition creating a 8-10 cent stock. In any event, this acquisition/merger will generate a far higher pps than what we are currently seeing.
Any Idea where we are going? price wise?
See posts below. Response from Flannery about Camvera in merger negotiations. I still do not see why there was no disclosure, but here is his answer:
"The proposed deal between CyberTel and Camvera did not conflict with JKRI. I have been working with Camvera for several months if not almost a year now. While there is still interest in bringing the company into Jackson Rivers, there was concern that JKRI would not have the capital to support Diverse, UTSI and Camvera, especially after it became apparent that Camvera's cash needs were greater than at first thought.
We explored briefly the idea of bringing Camvera first into another public company called CyberTel, helping the company work out some cash flow and other issues without impacting JKRI, then bringing the company into JKRI as part of Cybertel if appropriate. But we decided against the CyberTel deal long before the issues which were raised in this article surfaced.
So no official decision has been made and that is why I have not made any announcement about Camvera. In fact, our priorities have been the UTSI transaction as well as the funding for the company. At the same time, our annual report, because of the merger with Diverse, was a major undertaking and took up a lot of our time."
See my post below.
Now, I want to know how Flannery is acting as consultant to merging Camvera with another company while telling JKRI shareholders that Camvera is going to be acquired by Jkri. I realize both are non-binding negotiations, but this in so unethical it makes me want to cry. If he is brokering the Camvera deal with another company, he NEEDS TO DISCLOSE that to JKRI shareholders. One of the main reasons I came aboard JKRI was because I saw tremendous potential with Camvera. Now, I see where Flannery was negotiating behind our backs to broker a merger with another company. I am nost sure if this is even legal, since he did not disclose it to us.
I have an e-mail into him asking him to comment. I will post that if I can, assuming that he does answer. I cannot recommend this stock at this time imo.
Anyone Read this??
Camvera Nixes CyberTel Tieup
Municipal wireless broadband provider ends merger talks after suitor gets involved with former exec.
April 7, 2006
Rural wireless broadband provider Camvera Networks ended its merger talks Friday with CyberTel Capital, citing a merger announced Monday by CyberTel with HBLN Services, a company headed by a former Camvera executive.
“Camvera had a nonbinding agreement to merge with CyberTel, but due to a number of reasons, we’ve made little progress recently to finalize the deal,” said Carl Peede, president and COO of Camvera, in a statement. “With the merger of CyberTel and HBLN, we now understand why this was the case.
Mr. Peede said that any moves by CyberTel into the municipal wireless broadband market will “face significant scrutiny.”
CyberTel’s merger with HBLN “has raised significant concerns on our part about the use of confidential information since principals of both companies and other key individuals involved with the merger are under nondisclosure agreements with Camvera Networks,” he said.
John Overley, Camvera’s executive vice president, said he found the announced merger between CyberTel and HBLN “extremely disconcerting.”
He charged that HBLN’s claim of “extensive experience” with rural broadband wireless implementations came mainly from HBLN President Walt Henley’s 22-month tenure as chief operating officer of Camvera, which ended on December 31 of last year.
“That other individual kind of aggravated us,” said Mr. Peede. “That was the irritating party. It was more of a matter of clearing the air and correcting the record.”
Mr. Henley acknowledged that he had been a former consultant to Camvera, but declined to comment on Camvera’s allegations. However, he acknowledged his industry expertise. “I’ve been in the business for 25 years,” he said.
According to CyberTel, it’s the one that called off the merger.
“CyberTel entered into exploratory discussions with Camvera looking into a merger or acquisition, but we were unable to reach an agreement on how to go forward,” said Jeff Flannery, a consultant with CyberTel. “CyberTel let Camvera know about a month ago that was not going to take place.”
He considers the disagreement over HBLN to be peripheral to the matter. “The current business transaction that took place has no bearing on the Camvera business or any of the concerns they brought up,” he said.
Mr. Flannery added that CyberTel has decided to go into an entirely different business from the one it was in earlier, so any experience Mr. Henley brings won’t be relevant. CyberTel now plans to focus on providing services for homeland security, public safety agencies, and first responders.
“Walt Henley, who is the executive in question, needs to adhere to any confidentiality agreement he had with Camvera, and we will abide by that as well,” said Mr. Flannery. “But there is no overlap and no need for concern.
Rural Wireless Broadband Grants
Meanwhile, Camvera also promoted a $34-million RUS (Rural Utilities Service) loan presented by Thomas Doerr, undersecretary for rural development at the U.S. Department of Agriculture, to its partner Broadband South for bringing rural broadband wireless access to 75 communities.
The Atlanta-based company has been in the rural broadband wireless business for four years and has deployed 25 systems, according to Mr. Overley. Most of those have been with equipment from Navini, Waverider, and Motorola. Camvera has also deployed voice in some of those
great news may be they will let it run now eom
JKRI off SHO list finally!
Real Estate news Camvera Networks Inc. has signed for 23,614 square feet.
http://www.costar.com/News/Article.aspx?id=6E34677CAD2C1762A907C3477C61C1F9
I just up date the ibox again. Read the article by Alex Goldman stated Camvera Networks revenues aiming of between $5 million and $8 million this year.
http://www.isp-planet.com/fixed_wireless/business/2005/camvera.html
Very interesting day today. It was pushed up by someone. Wonder why?
JKRI is one of the most solid penny stocks out there in the market.http://www.knobias.com/individual/public/news.htm?eid=3.1.b232e8bb60d3559d46dfac73854f567db06ea485f0...
very Interesting posted link...
http://ragingbull.lycos.com/mboard/boards.cgi?board=JKRI&read=3128
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