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For anyone that's interested:
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The overall market is in a funk, so don't feel bad. Good day to add.
Yes, I checked this morning and saw SARO still on there. Buying more "cheaper" shares today!
Yes, unfortunately after looking at the statement AGAIN I see you are right.....
If you look on the "revised list" link you will see SARO is NOT on it.....
Certain securities included in the July 7, 2006, Regulation SHO Threshold List published on the NASDAQ Trader website should not have been included. Firms are advised to refer to NASDAQ's General News item and review the revised list of securities subject to the Regulation SHO requirements for July 7, 2006.
http://www.nasdaqtrader.com/Trader.aspx?id=RegSHOThreshold
I think you're on to someone's agenda, LOL
There are several reasons I see to only increase the o/s by 200m. One is that the company has stated the board has the capability/power to decrease the a/s count to the level of the o/s share count. So keeping the o/s limited makes sense to me. They have the additional shares available IF NEEDED but at this point they are not needed and may never be.
They still have over 3billion sitting there available which is about twice the current o/s if they need funds. I do not see a need for an r/s so why try and put the bogieman out there with no basis. They just grew the size of the company to about 35X what it was and probably used the 200m shares to help open some offices and get some folks moved in. It takes common sense to figure some of this stuff out and keep your cool at the beginning until news is released without taking pot shots at the share price. You hurt everyone except the shorters when you put unfounded rumors out there. Hmmmm, maybe that's your agenda?
What makes you think so? Any facts to back up your potentially price damaging statement? Hmmmmm?
Your very eloquent post (no sarcasm, it's a good one) states many of the reasons people like me put their money in these startups. I've missed out on some winners while my poor little investment sat there shrinking, my stomach dropping every time I checked my balance. I have kept looking for a winner, checking the facts, the stats, the 8Ks, the 10Ks, the CCs, the stock charts, the technical indicators, you name it. This one looks like real potential to me. I have read everything I could find in there, on this company and all of the acquired companies, on the industry, the futures indexes, the opinions posted, the opinion sites, WHEW! I'm sticking this one for at least 6 months just to see if I'm right. That might not sound like very long but I think it's enough time for SARO to make a showing or not. The industry for this company is in a downtrend according to some analysts but I still think it will do well. Thank you for your post, I enjoyed it and found we have much in common. GLTUA
Oh- and I will be adding more as soon as funds clear
I agree that pulling financials together and tying up loose ends of the merger is the priority right now. But think about the fact that employee stock purchase plans are in the works as well, and the stock price is going to reflect additional investors in the process...lots more buying just around the bend, IMO, and throw in the first few pr's in the coming months and, well, you get the picture? I foresee a steady rise...
This recommendation from Americanbulls.com
SARO
SARS CORP
Daily Commentary
Our system posted a BUY CONFIRMED today. The previous SELL recommendation was issued on 07.29.2009 (5) days ago, when the stock price was 0.0011. Since then SARO has fallen -9.09% .
BUY-IF is confirmed by a white candlestick which has an open equal to the previous close but closing higher. The buying price is the previous close ( 0.0009 ) according to the Rules of Confirmation.
The recent bullish formation leading to the BUY-IF signal is confirmed today. The market is ready for a new bullish move. Though the market opened lower today, the day’s activity created a white candlestick that closed above the previous close. This is a valid confirmation criterion.
We hope that you acted quickly and already bought this stock . Your important benchmark was the previous close. You were supposed to watch the session carefully, feel its bullish tendency despite the lower opening, and go long after making sure that the prices stay over the previous close.
If you bought, continue to hold this stock until the confirmation of the next SELL-IF signal. You are on safe grounds as long as the future prices continue to trade above the benchmark price. What to do if you did not buy? Maybe, you did not have time to follow the session or you simply delegated the delicate job of confirmation to us. Well, it is a bit late, but not too late. You may still find suitable prices for buying in the following sessions.
The market is currently cold for short-sellers. Avoid any short sales and cover the short positions immediately if there are any.
If you have done any comparisons, and I see you have~ Emcor Group has a similar history of buying similar companies and building a conglomerate of HVAC, engineering, environmental systems, etc...and look where they are now. It took a few years but they still pick up companies here and there. It has even crossed my mind that they might be interested in buying SARO...but of course that's just MY thought. I'm actually more interested in where SARO may be going and IMO it is UP.
The only changes I have found after comparing the two documents are:
1. the contact information for SARS has changed.
2.Shelver's preferreds (with voting rights)were previously stated at 2,500,001 giving him 1 share majority over Otto's 2,500,000 and the revision shows that Shelver's 1 odd preferred share is now Class A preferred which has no voting rights and the remaining preferreds he holds are now Class B with voting rights even steven w/ Otto's preferred share count.
That's all I have found so far.
Your comments are full of common sense- I for one appreciate the wisdom and thank you for sharing your experience. I have gained and lost through trading pennies and am improving, though I still have plenty of red in my account to show for the learning pitfalls I've made, LOL. I read and learn from others with experience as well as from the books and information they recommend. My account will grow thusly. Thanks!
Just trying to start something negative IMO- ignore it
I think we'll see .002 today- easy
Day traders who sell the highs and buy the dips- why they do it is fairly evident.
BLACKHAWK FUND (THE) (NASDAQ:BHWF) Uptrend Smart Scan Chart Analysis confirms that a short term counter trend move is underway. When this action is over look for the longer term positive trend to resume. Uptrend with money management stops.
Based on a pre-defined weighted trend formula for chart analysis, BHWF scored +80 on a scale from -100 (strong downtrend) to +100 (strong uptrend):
+10 Last Hour Close Above 5 Hour Moving Average
+15 New 3 Day High on Friday
-20 Last Price Below 20 Day Moving Average
+25 New 3 Week High, Week Ending July 18th
+30 New 3 Month High in July
+80 Total Score
Open High Low BHWF Price Change
0.0007 0.0014 0.0007 0.0011 +0.0004
Streaming Chart
I agree, as it seems to have become an issue the last day or so it needs to be addressed and cleared up once and for all.
I haven't been able to divvy up the shares to my satisfaction but I don't believe a r/s is undeniable. The T/A will know and give the information they have to date.
Posting bits and pieces of the agreement allows the facts to be manipulated to the benefit of a few and to the detriment of the understanding of many. Here is the deal. It SAYS 24,000,000 RESTRICTED shares are being distributed and if you can read you will understand that those shares are NOT the total A/S NOR are they the total O/S. They are not even 60% anymore. READ IT.
Posted by: prufrock Date: Thursday, July 09, 2009 5:33:20 PM
In reply to: None Post # of 4330
Merger completed. 8k filed.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 8, 2009, SARS Corporation (“SARS” or the “Company”) closed a merger agreement (the “Agreement”) between its US-based monitoring and management services business and an Illinois based conglomerate. The conglomerate of companies, specializing in mechanical and electrical construction, energy infrastructure, and facilities services, design and installation, includes Environmental Insulation, Inc., ESDD, LLC, Alternatech, Inc., Swank Enterprises, Inc. d/b/a Art & Print, Inc., Associated Mechanical, Inc. and R.J. Power Plumbing & Heating Company, (collectively referred to as “Associated Mechanical”). SARS and Associated Mechanical amended the Agreement, executed on May 22, 2009 to extend the closing date to July 8, 2009 and to reallocate the previously contemplated share distribution from 75% of its issued and outstanding common stock of SARS to Associated Mechanical to 60%.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements. The financial statements of the Seller for the period preceding the consummation of the Agreement shall be filed in pursuant to Rule 3-05(b) of Regulation S-X within 70 days following this Form 8-K.
(b) Pro forma financial information. Pro forma financial information, as required under pursuant to Rule 11 of Regulation S-X, shall be filed within 70 days following this Form 8-K.
(c) Shell company transactions. Not applicable.
(d) Exhibits.
Exhibit 10.3 Merger Agreement Incorporated by reference in the Company’s Form 8-K filed June 3, 2009
Exhibit 10.5 Amendment to Merger Agreement Filed Herewith
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.
Date: July 9, 2009
SARS Corporation
/s/Geoff Meagher
By: Geoff Meagher
Its: Interim Chief Executive Officer, Chairman
EX-10.5
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (the “Amendment”), entered into July 7, 2009, to the Agreement and Plan of Merger (the “Agreement” or “Merger Agreement”) executed on or around May 22, 2009, by and between SARS Corporation (“SARS”), a corporation formed under the laws of the State of Nevada, and/or its assignees, Environmental Insulation, LLC (“EI”), a limited liability company formed under the laws of the State of Nevada, EI Acquisition Corp. (the “EI Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, ESDD, LLC (“ESDD”), a limited liability company formed under the laws of the State of Tennessee, ESDD Acquisition Corp., a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS (the “ESDD Merger Sub”), Alternatech, Inc. (“Alternatech”), a corporation formed under the laws of the State of Illinois, Alternatech Acquisition Corp. (the “Alternatech Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, Associated Mechanical, Inc. (“AMI”), a corporation formed under the laws of the State of Illinois, AMI Acquisition Corp. (the “AMI Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS, Swank Enterprises, Inc. (“SEI”) d/b/a Art and Print, Inc. (“A&P”), a corporation formed under the laws of the State of Illinois, A&P Acquisition Corp. (the “A&P Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS and R.J. Power Plumbing & Heating Company (“RJP”), a corporation formed under the laws of the State of Illinois, RJP Acquisition Corp. (the “RJP Merger Sub”), a corporation to be formed under the laws of the State of Nevada and a wholly owned subsidiary of SARS. Hereinafter, EI, ESDD, Alternatech, AMI, A&P and RJP shall be referred to collectively as the “Acquisition Entities”:
WHEREAS, the Parties desire to revise the Closing Date of the Agreement;
WHEREAS, the Parties wish to consolidate the individual merger subsidiaries, as previously contemplated by the Parties into one (1) merger subsidiary;
WHEREAS, the Parties wish to revise the number of SARS shares received by the EI, ESDD, Alternatech, AMI, A&P and RJP collectively;
WHEREAS, the Parties desire the effective date of this Amendment to be retroactively effective as of June 30, 2009;
WHEREAS, the Parties now wish to amend the Agreement, as set forth herein; and
WHEREAS, except as set forth herein, all other terms to the Agreement shall remain in full force and effect.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, it is hereby covenanted and agreed to by the Parties as follows:
1. The “Closing Date” in the Agreement shall be defined as July 8, 2009.
2. All references to the “EI Merger Sub, ESDD Merger Sub, Alternatech Merger Sub, AMI Merger Sub, A&P Merger Sub, the RJP Merger Sub and the Merger Subs” shall be removed and replaced by “FasTech Services, Inc.” FasTech Services, Inc. shall be formed by SARS as a wholly-owned subsidiary of SARS.
3. Section 1.01”The Share Exchange” subsection (b) shall be stricken and replaced in its entirety by the following:
“The Acquisition Entities shall receive twenty four million (24,000,000) shares of SARS’ restricted common stock shares, on a pro rata basis, otherwise known herein as the ‘Merger Shares’;”
4. Section 1.02 “The Merger” subsection (b)(i)(3) shall be stricken and replaced in its entirety by the following:
“The Merger Shares acquired in the Share Exchange shall represent, when issued, the equivalent of approximately, but no less than, sixty percent (60%) of SARS’ issued and outstanding common stock at the Effective Time (defined, herein below).”
5. Section 1.02 “Conversion of Merger Sub Stock” subsection (b)(ii) shall be stricken and replaced in its entirety by the following:
“At the Effective Time (defined, herein below), by virtue of the Merger and without any action on the part of the Acquisition Entities and FasTech Services, Inc. and SARS, or the holders of any of their respective securities, each share of capital stock of the FasTech Services, Inc. outstanding, immediately prior to the Effective Time (defined herein, below), shall be converted into one (1) unit of EI membership units, one (1) unit of ESDD membership units, one (1) share of capital stock of Alternatech, one (1) share of the capital stock of AMI, one (1) share of capital stock of A&P and one (1) share of the capital stock of RJP, whereby FasTech Services, Inc. shall be the ‘Surviving Entity,’ and the shares of capital stock of the Surviving Entity so issued in such conversion shall constitute the only outstanding shares of capital stock of the Surviving Entity shall be a wholly owned subsidiary of SARS.”
6. Section 1.05 “Effective Time” subsections (a) through (f) shall be stricken and replaced in its entirety by the following:
“At the Effective Time and subject to and upon the terms and conditions of this Merger Agreement, FasTech Services, Inc. shall, and SARS shall cause FasTech Services, Inc., to merge with and into the Acquisition Entities (as defined in the Agreement, or: EI, ESDD, Alternatech, AMI, A&P and RJP) in accordance with the provisions of the Nevada Revised Statutes. FasTech Services, Inc. shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Nevada Secretary of State, executed in accordance with the applicable provisions of the Nevada Secretary of State, the Tennessee Department of State and the Illinois Secretary of State, as necessary.”
7. Section 1.10 “Employment Agreements” shall be added to Article I of the Agreement with the following:
“Following the Closing Date of the Merger Agreement, Frank Bonadio and Mark Swank shall mutually agree to voluntarily terminate their existing employment agreements with the Acquisition Entities and to and execute terms of employment with SARS.”
8. Section 2.03 “Capitalization” subsection (b) shall be stricken and replaced in its entirety by the following:
“It is acknowledged that as of the Closing Date, the individuals named, which shall be disclosed on Schedule 2.03 and attached hereto prior to the Closing, collectively, will own of record and beneficially up to approximately twenty four million (24,000,000) of the issued and outstanding SARS Common Shares, constituting sixty percent (60%) of such shares. Five million (5,000,000) SARS Common Shares shall be reserved for issuance to as part of the employee stock option plan for SARS. There exist no other outstanding rights, warrants, options or agreements for the exchange of SARS Common or Preferred Shares except as provided in this Merger Agreement.”
9. Section 3.02 “Capitalization” subsections (a) through (f) shall be revised, with respect to issued and outstanding membership units or shares of common stock for each entity, in accordance with the capitalization table included below, otherwise the remainder of the existing language shall survive:
Acquisition Entity Membership Unit/Common Stock Ownership by Mark Swank (75%), pre-merger closing date Membership Unit/Common Stock Ownership by Frank Bonadio (25%), pre-merger closing date
Environmental Insulation 100.00 33.33
Associated Mechanical, Inc. 70.00 23.33
Swank Enterprises 100,000.00 33.333.33
R.J. Power, Plumbing & Heating 51.00 17.00
Alternatech, Inc. 178.00 59.33
Total 100,399.00 36,466.32
10. Section 3.03 “Authority for Merger Agreement” shall be stricken and replaced in its entirety by the following:
“The execution, delivery and performance of this Merger Agreement by the Acquisition Entities has been duly authorized by all necessary corporate action, and this Merger Agreement constitutes the valid and binding obligation of the Acquisition Entities, enforceable against the Acquisition Entities, in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the Merger contemplated by this Merger Agreement and compliance with its provisions by the Acquisition Entities will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Acquisition Entities’ Certificates of Incorporation or Bylaws, in each case as amended, or, to the Knowledge of the Acquisition Entities, in any material respect, any indenture, lease, loan agreement or other agreement instrument to which the Acquisition Entities are a party to or by which it or any of them or any of its or their properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to the Acquisition Entities.
Notwithstanding the above, SARS acknowledges that the transfer of shares of the Acquisition Entities pursuant to the Closing of the Agreement may violate the terms of loan agreements previously entered into by the Acquisition Entities.”
11. Section 3.07 “Governmental or Third Party Consent” shall be stricken and replaced in its entirety by the following:
“No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with the Acquisition Entities, is required by or with respect to the Acquisition Entities in connection with the execution and delivery of this Merger Agreement or the consummation of the Merger contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, (ii) the Nevada General Corporation Law, the Illinois Business Corporation Act of 1983 or the Tennessee Business Corporation Act; (iii) existing lending institutions currently having the extension of credit to the Acquisition Entities; (iv) Soy Capital Bank; (v) Associated Bank; (vi) SouthSide Trust Bank; (vii) Citizens Bank of Cropsey; and (viii) the Internal Revenue Service.”
12. Section 5.01 “Conditions Precedent to the Parties’ Obligations” subsection (a) shall be stricken and replaced in its entirety by the following:
“Consents, Approvals. The Parties shall have obtained all necessary consents and approvals of their respective boards of directors, and all consents, approvals and authorizations required under their respective charter documents, and all material consents, including any material consents and waivers by the Parties’ respective lenders and other third parties, if necessary, to the consummation of the transactions contemplated by this Merger Agreement. The Parties acknowledge and accept that consent to enter this Merger Agreement was not sought or provided by: (i) Soy Capital Bank; (ii) Associated Bank; (iii) Southside Trust Bank; (iv) Citizens Bank of Cropsey; and (v) the Internal Revenue Service.”
13. Section 5.01 “Conditions Precedent to the Parties’ Obligations” subsection (c) shall be stricken and replaced in its entirety by the following:
“Absence of Certain Litigation. Notwithstanding any actions brought by: (i) Soy Capital Bank; (ii) Associated Bank; (iii) Citizens Bank of Cropsey; and (iv) the Internal Revenue Service, no action or proceeding shall be threatened or pending before any governmental entity or authority which, in the reasonable opinion of counsel for the Parties, is likely to result in a restraint, prohibition or the obtaining of damages or other relief in connection with this Merger Agreement or the consummation of the transactions contemplated hereby.”
14. Section 5.02 “Employment Agreement” subsection (i) shall be stricken in its entirety.
15. Section 5.03 “Employment Agreement” (l) shall be stricken in its entirety.
16. Section 6.01 “Termination, Unwinding” subsections (a) through (f) shall survive in their entirety, and become subsections (b) through (g). In addition, a new subsection (a) shall be added to Section 6.01 with the following:
“(a) At any time whatsoever immediately upon and during the seven (7) years following the Closing of this Merger Agreement, this Merger Agreement may be cancelled and unwound by either of the Parties should any known or unknown third party creditors of the Acquisition Entities present any act or action which would jeopardize the ownership of the Acquisition Entities’ assets by SARS or the ownership of SARS shares pursuant to this Merger Agreement by Mark Swank individually. In the event of cancellation and unwinding of this Merger Agreement by either of the Parties, as provided herein, this Merger Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Parties, and such cancellation and unwinding shall not relieve any party hereto for any intentional breach prior to such cancellation and unwinding by a party hereto of any of its representations or warranties or any of its covenants or agreements set forth in this Merger Agreement. In the event of cancellation and unwinding of this Merger Agreement, (i) the Acquisition Entities agree to make a good faith effort to return all consideration tendered and delivered by SARS, as detailed in Section 1.01 of this Merger Agreement; and (ii) SARS agrees to return the Merger Shares and the assets of the Acquisition Entities.”
Except as set forth herein, all other terms to the Agreement shall remain in full force and effect
If I am not mistaken they must be labeled "convertible" in order to do so, and that word I did not see anywhere.
I would like to know if EESO is growing stateside w interest in the hog odor/composting product and whether or not rumor is true that Korea is out of EESO's reach due to economic/political situation. Any other countries interested in that product like SA?
Realizing that releasing company names might have caused problems in the past with sh interference and harrassment, some idea of the rate of growth as in app how many "new" contracts or customers EESO has on a repeat buy or contract basis.
Is EESO still on track w financials schedule and what month can we expect them to be out?
Just an ugly rumor put out there to scare unsuspecting people and those who trade based on rumor instead of facts. DD trumps all.
I don't see where it says those preferreds are convertible or not.
Ignore is the only way I know- Sorry!
One negative poster is way outnumbered by the folks who are smart enough to see the huge potential here and where the pps is going, just put that one on ignore IMO....
Yeah, it's up 56% already and running through the usually draggy lunchtime- can't wait to see it kick into a higher gear during power hour!!!!!
Looking at the chart Brikk put up I say good chance of an "up" day ....
volume today twice what it was yesterday-good sign
key word is YET
You and I have that in common, and there are some good folks here that'll share what they know too. Some of my favorites are Taki (fulltime daytrader, knows his stuff) Glassy (daytrader par excellence and a giver of great advice) and several others I check in on regularly just to see what they're looking at....This stock I think is a very good setup for future profits- you never know when and sometimes it's hard to wait, but the wait will be worthwhile I do believe.
Just out to make a buck like the rest of us.....unfortunately sometimes at our expense. That's why it's good to study and learn, LOL, and when you get a bit of experience you tend to lose less and profit more.
Can't you see by the lower shadows versus the upper ones that buyer strength holding the ending price up? That's what those candles tell me...IMO the more DD folks do the more buying will occur in the days and weeks to come. Smart buyers will take time to research first.
market makers-•A market maker is a firm that quotes both a buy and a sell price in a financial instrument or commodity, hoping to make a profit on the bid/offer
You are right, I'm being optimistic as usual, anticipating that green candle tomorrow, LOL!
Barchart.com gives indicators as well:
shortterm 3 buy, 1 hold, 1 sell
medium term 2 buy, 1 hold, 1 sell
longterm 1 hold, 2 sell
overall hold opinion which I agree with.
Date Open High Low Last Change Volume % Change
07/23/09 0.0011 0.0013 0.0009 0.0011 -0.0001 112906016 -8.33%
Composite Indicator
Trend Spotter TM Sell
Short Term Indicators
7 Day Average Directional Indicator Buy
10 - 8 Day Moving Average Hilo Channel Buy
20 Day Moving Average vs Price Buy
20 - 50 Day MACD Oscillator Sell
20 Day Bollinger Bands Hold
Short Term Indicators Average: 40% - Buy
20-Day Average Volume - 92784039
Medium Term Indicators
40 Day Commodity Channel Index Hold
50 Day Moving Average vs Price Buy
20 - 100 Day MACD Oscillator Sell
50 Day Parabolic Time/Price Buy
Medium Term Indicators Average: 25% - Buy
50-Day Average Volume - 68373305
Long Term Indicators
60 Day Commodity Channel Index Hold
100 Day Moving Average vs Price Sell
50 - 100 Day MACD Oscillator Sell
Long Term Indicators Average: 67% - Sell
100-Day Average Volume - 35035539
Overall Average: - Hold
Price Support Pivot Point Resistance
0.0012 0.0008 0.0012 0.0016
Is that a bullish morning doji star I spy? hehehe
Looks like .001 held like Claytrader said it should....ready for the "next leg up"? I am!
I'm sure it will take a little time for the new entity to get financial and other news put together and out there, but when it does we will see a huge surge of interest and buying. This company has a greater value than some I have seen shoot up like skyrockets but they need to inform, inform, inform for it to do us any good. Look at the prs put out by SPNG beginning around the first of April and then look at the chart and you will see what I mean. A company is only valued higher if there is lots of good news "in your face". That's what needs to happen, IMO, and at this point the ball is in SARO's court to make it happen.