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RBCF - Rubicon Financial Incorporated Announces Acquisition of Its First Financial Services Subsidiary
IRVINE, Calif., Mar 15, 2007 (BUSINESS WIRE) -- Rubicon Financial Incorporated (OTCBB:RBCF) today announced that on February 1, 2007 it closed on the acquisition of Rubicon Financial Insurance Services, Inc., RBCF's first financial service company acquisition.
Rubicon Insurance is a full service insurance agency offering personal and commercial lines, health and life insurance products to individuals and companies. Rubicon Insurance is currently licensed to do business in California and intends to expand to other states on the West Coast over the next two years.
"Clearly this acquisition marks a milestone in implementing and executing on our business model to become a diversified financial services company," stated RBCF CEO, Joe Mangiapane. "Rubicon Insurance is an important building block for the implementation of our business strategy of providing a bundled, single-source, financial services boutique."
Rubicon Insurance markets its services to other financial services companies by implementing the "Innovative Insurance Integration" (i3) marketing plan.
"By implementing the "i3" marketing approach, we hope to become the preferred outlet for insurance services for all of our referral partners; including the real estate and funding sector, individual tax accountants, tax attorneys, stockbrokers and investment banking firms," stated Todd Torneo, President of Rubicon Insurance.
With regards to the mortgage and real estate sector, Rubicon Insurance is able to provide new home buyers and clients refinancing loans with homeowner's, automobile and life insurance products.
When working with tax attorneys and tax accountants, Rubicon Insurance can implement life insurance and annuities that will compliment existing retirement plans and create tax advantages for their clients.
Rubicon Insurance currently partners with securities brokers to provide insurance products necessary for the broker to achieve their client's goals, such as term and universal life insurance, annuities, and long term care insurance.
Finally, investment banking firms can work with Rubicon Insurance to provide directors and officers insurance, errors and omissions insurance, and key man insurance for their corporate clientele.
Rubicon Insurance intends to integrate its insurance products into the services offered by these companies, to effectively bundle the two products together.
About the Acquisition:
The acquisition was accomplished through a reverse triangular merger among RBCF, a wholly owned subsidiary of RBCF, and Rubicon Insurance. The agreement and plan of merger provided that the subsidiary merged with and into Rubicon Insurance, with Rubicon Insurance as the surviving corporation. RBCF issued 50,000 shares of its common stock in exchange for 100% of the outstanding securities of Rubicon Insurance. Upon the closing of the Merger, Rubicon Insurance became a wholly owned subsidiary of RBCF.
A copy of the Rubicon Insurance merger agreement was filed as an exhibit to a Form 8-K filed on February 23, 2007, which is currently available through the SEC's website (www.sec.gov). This Form 8-K will be amended within 71 days of the completion of the merger to attach Rubicon Insurance's financial statements for the period from Inception (October 27, 2005) through December 31, 2006.
About Rubicon Financial Incorporated:
Rubicon Financial Incorporated is a publicly-traded holding company that intends to acquire private companies in the financial services industry and leverage their strengths within a holding company structure. Rubicon has located its headquarters to the Orange County area of Southern California in order to capitalize on the perceived large and sophisticated customer base located there. The types of financial services Rubicon intends to offer are those of: insurance, both personal and commercial; mortgage and real estate services; retail brokerage services; securities market making; online trading; and investment banking for small to midsized companies. Each segment of these services will be an individual licensed entity under the parent holding company of Rubicon. Rubicon currently has several letters of intent to acquire private companies that it plans to execute in the near future.
Forward-Looking Statements:
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."
Such statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to: any implied or perceived benefits resulting from the Rubicon Insurance acquisition; the size of Rubicon Insurance and its financial results; the ability of Rubicon to execute its business plan and become a diversified financial services company; the ability of Rubicon to successfully integrate Rubicon Insurance's business into its own; the successful acquisition of other financial services companies; any other effects resulting from the Rubicon Insurance acquisition; risks and effects of legal and administrative proceedings and government regulation; future financial and operational results; competition; general economic conditions; and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.
Important factors that could cause actual results to differ materially from the forward-looking statements Rubicon makes in this press release include market conditions and those set forth in reports or documents it files from time to time with the Securities and Exchange Commission. Rubicon undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
SOURCE: Rubicon Financial Incorporated
CONTACT: Rubicon Financial Incorporated
Terry Davis, 949-798-7220
Copyright Business Wire 2007
-0-
KEYWORD: United States
North America
California
INDUSTRY KEYWORD: Professional Services
Finance
Insurance
SUBJECT CODE: Merger/Acquisition
Search for Dun & Bradstreet reports on this company.
U wascle...thank you Patricia....!
PKTO - Pocketop Corp. Is Debt Free With Assets Only!
Pocketop Corp. Explains Balance Sheet
Pocketop Corp. (PINKSHEETS: PKTO) today clarified its Balance Sheet to counter any speculation by its new shareholders. The company explained that although millions have been spent on development and sales to date the secured creditors and Cyberhand Technologies International Inc. have agreed to create a new debt free entity that would start with only assets on the balance sheet and no debt whatsoever. Tangible assets in hardware, inventory, designs, patents, trademarks and parts totaling hundreds of thousands of dollars and the investment credit for the millions more that was spent were simply placed in the new company. The new Pocketop Corp. will have all it needs to produce new products on time and on budget regardless of the complexity and feature set. It has also been agreed that Cyberhand Technologies International Inc. will provide its existing design files at no charge and to use its design studios and software group at a preferred rate unmatchable in the industry to speed production.
"We have no debt, plenty of assets and millions already spent to help us," commented Nino Caldarola, President and Chief Executive, Pocketop Corp. "No debt, assets, superior designs ready to go, proven manufacturing expertise on tap and a team ready to go with little overhead to worry about. We are going to be a hard to beat technology provider with a price point unmatched in the industry. If you thought we were hard to beat in the past, come and try our new products and enjoy what a debt free working environment brings to the market. We will be delivering the world's best products at the industry's best price and offering service no one can even hope to touch," stated Nino Caldarola.
About Pocketop Corp.
Pocketop Corp is a leader in the design, manufacture and marketing of solutions for the mobile handheld device market. Pocketop Corp.'s initial product will have far more features than the previous best selling Pocketop Original Keyboard which was the first and wireless, portable, folding keyboard for the PDA market and the first to offer device compatibility with all major brands of PDA's. The new state of the art keyboard is half the volume and weight of competing products and has traditional keyboard touch-type functionality with an expanded line of user features. In addition to its core line of keyboards the Company has expended its line of products to include a vast array of compatible accessories. The primary objective of the merger is to maximize the shareholder value to all of the PKTO shareholders.
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended; such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in operating results due to a number of economic, competitive and other factors. These factors could cause operations to vary significantly from those in prior periods, and those projected in forward-looking statements. Information with respect to these factors which could materially affect the Company and its operations are included on certain forms the Company files with the Securities and Exchange Commission.
Distributed by Filing Services Canada and retransmitted by Market Wire
Source: Market Wire (March 12, 2007 - 3:30 PM EDT)
News by QuoteMedia
www.quotemedia.com
CNSO - CNS Response Completes Reverse Merger Into Strativation
Friday March 9, 11:59 am ET
Raises $7 Million in Private Placement
COSTA MESA, Calif., March 9 /PRNewswire-FirstCall/ -- CNS Response, Inc. ("CNSR") today announced the completion of its reverse merger into publicly held Strativation, Inc. (OTC: STVT - News). The combined company will operate as CNS Response, Inc. under the leadership of the CNSR management team and will trade on the Over-the-Counter Stock Market under the symbol "CNSO."
The merger creates a publicly traded company uniquely focused on the first proven neurophysiologic biomarker system for psychiatric treatment and CNS drug development. CNSR's business is focused on the commercialization of a patented statistical probability system that aids physicians in the identification of effective medications for patients with certain behavioral (mental or addictive) disorders. This methodology is called "Referenced-EEG" or "rEEG."
CNSR also announced that it raised approximately $7 million in gross proceeds through a private placement of 5.84 million units at $1.20 per unit. Each unit consists of one share of common stock and a five-year non-callable warrant to purchase three-tenths of a share at an exercise price of $1.80. As a result of the private placement, CNS Response will have approximately 25 million basic shares outstanding.
Leonard Brandt, Chief Executive Officer of CNS Response, said, "Our merger into Strativation and simultaneous capital raise provides the public vehicle and funds to continue to pursue the validation and commercialization of our core Referenced-EEG (rEEG) technology. Reported open-label, retrospective and blinded prospective studies have shown rEEG to have successfully guided physician treatments of patients between 70% and 90% of the time. Most of the patients in these studies were considered treatment-resistant based on failure to respond to previous medication efforts. rEEG also affords numerous applications in CNS drug discovery and development, a field which has been plagued by the same lack of physiologic markers as clinical psychiatric care."
Under terms of the transaction, CNS Response has committed to use its best efforts to register the privately placed shares by filing a Registration Statement with the U.S. Securities & Exchange Commission (SEC) within the next 45 days.
Brean Murray, Carret & Co., LLC served as financial advisor to CNS Response on the reverse merger and acted as sole placement agent in the $7 million capital raise.
About CNS Response
CNS Response is the first company to commercialize an objective system for matching mental and addiction patient physiology to treatment outcome (a biomarker system) thereby fundamentally altering the treatment of neuropsychiatric illness. Referenced-EEG (rEEG) is a patented technology that utilizes common electroencephalography (EEG) in conjunction with a normative database and a proprietary clinical (symptomatic) database to identify abnormal patient physiology. Appropriate medications are then selected specifically based upon proprietary treatment algorithms that correlate treatment to identified abnormalities. CNS Response has developed this technology to assess the presence of individual neurophysiologic abnormalities and to guide subsequent psychiatric treatment. Retrospective and prospective studies of treatment-resistant patients in managed care, outpatient psychiatric and residential substance abuse clinical settings have reported treatment success of 70% or greater. rEEG can also be used to stratify study populations to improve the success of FDA clinical trials, to provide insight on effective therapeutic dosing of investigational drugs, to identify additional indications for psychiatric medications, to provide insight into effective drug combinations, and to identify psychiatric indications for non- psychiatric medications.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Except for the historical information contained herein, the matters discussed are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements involve risks and uncertainties as set forth in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from any forward-looking statements made herein.
Contacts:
The Ruth Group
John Quirk / Sara Ephraim (investors)
(646) 536-7029 / 7002
jquirk@theruthgroup.com
sephraim@theruthgroup.com
Janine McCargo / Jason Rando (media)
(646) 536-7033 / 7025
jmccargo@theruthgroup.com
jrando@theruthgroup.com
--------------------------------------------------------------------------------
Source: CNS Response, Inc.
TDA still resticting RGNO (.02)
SURG - Synergetics USA, Inc. Announces Record Revenue and Announces Net Income for the Second Quarter of Fiscal 2007
Thursday March 8, 4:45 pm ET
O'FALLON, Mo., March 8 /PRNewswire-FirstCall/ -- Synergetics USA, Inc. (Nasdaq: SURG - News), a leading manufacturer of precision-engineered, microsurgical instruments, capital equipment and devices primarily for use in vitreoretinal surgery and neurosurgical applications announced its operating results for the second quarter of fiscal 2007 which ended January 30, 2007.
Synergetics reported record sales of $11.4 million for the quarter, representing a 15.0 percent increase over the comparable quarter of the prior year. Synergetics reported an operating income of approximately $182,000 for the second quarter of fiscal 2007 as compared to an operating income of approximately $1.5 million for the second quarter of fiscal 2006. Operating income for the second quarter of fiscal 2007 was impacted by increased research and development costs of approximately $223,000 and increased selling, general and administrative ("SG&A") expenses of approximately $1.3 million. SG&A expenses were impacted by increased selling expenses due to higher royalties on an increasing amount of sales and an investment we have made in our ophthalmic sales force as we expand both domestic and international distribution. We also recorded compensation expense of $119,000 on options granted to independent directors during the second quarter of fiscal 2007. Options granted in fiscal 2006 were recorded in the first quarter of that fiscal year. In addition, expenses associated with legal costs and Sarbanes-Oxley consulting and compliance costs increased $197,000 and $111,000, respectively, compared to the second quarter of fiscal 2006. Net income for second quarter of fiscal 2007 was approximately $182,000, or $0.01 per basic and diluted share, compared to net income of approximately $858,000, or $0.04 per basic and diluted share, for the second quarter of fiscal 2006.
Synergetics reported record sales of $21.3 million for the six months ended January 30, 2007, representing a 24.9 percent increase over the comparable period of the prior year. Synergetics reported an operating income of approximately $900,000 for the six months ended January 30, 2007, compared to an operating income of approximately $2.2 million for the comparable period of fiscal 2006. Operating income for the first six months of fiscal 2007 was impacted by increased research and development costs of approximately $494,000 and increased SG&A expenses of approximately $2.4 million. SG&A expenses were impacted by increased selling expenses due to higher royalties on a higher sales volume. The Company also made an investment in our ophthalmic sales force as we expand both domestic and international distribution. In addition, expenses associated with legal costs, Sarbanes-Oxley consulting and compliance costs and additional expense associated with the former Valley Forge Scientific Corp. as it is included in the full six month period this year increased $331,000, $291,000 and $650,000, respectively. Net income for the six months ended January 30, 2007 was approximately $558,000, or $0.02 per basic and diluted share, compared to net income of approximately $1.3 million, or $0.08 per basic and diluted share, for the six months ended January 30, 2006.
"Synergetics had a good second quarter in fiscal 2007," said Gregg D. Scheller, Chief Executive Officer and President of Synergetics. "Although we are pleased with 15.0 percent revenue growth, we know that we can do better. Both Domestic and International Neurosurgery grew strongly on our continued increase in Omni(TM) sales and on the initial shipment of customer Malis® Advantage(TM) units near the end of the quarter. Our product offering and products will continue to evolve. I am excited about the future products that we are working on."
Mr. Scheller further commented, "Ophthalmology is about one quarter behind where we thought it would be at this time. Ophthalmology is undergoing a major change in both domestic and international distribution. Five new independent territories have been added and two territories internationally have recently transitioned from independent agent distributors to direct sales. The Vitra(TM) laser and PHOTON(TM) II started to be sold in earnest near the end of the quarter, but the UL approval on PHOTON(TM) II did not occur until February 8, 2007. Sales of both products are strong. New products in research and development ('R&D') include continuations of existing product lines and some entirely new lines. I remain excited about the future prospects in this business. We have a lot of opportunities to improve both our products and our distribution channels."
Net Sales
The following table presents net sales by category (dollars in thousands):
Quarter Ended January 30
2007 2006 % Increase
(Decrease)
Ophthalmic $5,958 $5,805 2.6%
Neurosurgery 4,357 3,156 38.1%
Other 1,038 907 14.4%
$11,353 $9,868 15.0%
Ophthalmic sales growth was 2.6 percent from the second quarter of fiscal 2006. Although sales in most areas grew effectively, the recovery from the disruption of distribution in a major European market continued to have an impact during the quarter as domestic sales grew 5.7 percent while international sales fell 2.8 percent. The recent restructuring of the domestic sales organization is almost complete, although there are still a few open territories and the Company continues to train its new territory managers.
Neurosurgery net sales of Synergetics during the second quarter of fiscal 2007 were 38.1 percent greater than the second quarter of fiscal 2006, primarily attributable to the sales in the core technology area of power ultrasonic aspirators, the Malis® Advantage(TM) and their related disposables. The Company expects that sales of these products will continue to have a positive impact on net sales for the remainder of fiscal 2007.
Other net sales during the second fiscal quarter of 2007 were 14.4 percent greater than in the second fiscal quarter of 2006, primarily attributable to sales to Stryker in the pain control market and sales of the BiDent(TM) electrosurgical generator and its related disposables.
The following table presents national and international net sales (dollars
in thousands):
Quarter Ended January 30
2007 2006 % Increase
United States $8,856 $7,768 14.0%
International (including Canada) 2,497 2,100 18.9%
$11,353 $9,868 15.0%
Domestic and international sales growth was primarily attributable to the sales in the core technology areas of power ultrasonic aspirators, the Malis® Advantage(TM) and their related disposables. The Omni® power ultrasonic aspirator received the CE ("Conformity European") mark during the second quarter of fiscal 2006, thus allowing the Company to begin selling these medical devices internationally into European countries that require the CE mark registration.
Gross Profit
Gross profit as a percentage of net sales was 56.2 percent in the second quarter of fiscal 2007 compared to 62.2 percent for the same period in fiscal 2006. Gross profit as a percentage of net sales from the second quarter of fiscal 2007 to the second quarter of fiscal 2006 decreased 6.0 percentage points, primarily due to the change in mix toward higher Synergetics' neurosurgery sales and additional costs experienced in manufacturing some of the Company's new and yet to be introduced products and product redesigns. The Company anticipates that margins will improve as experience is gained in manufacturing recently added products and product redesigns since initial production runs for new products typically involve a learning curve.
Operating Expenses
R&D as a percentage of net sales was 5.6 percent and 4.2 percent for the second quarter of fiscal 2007 and 2006, respectively. R&D costs increased to $640,000 in the second quarter of fiscal 2007 from $417,000 in the same period in fiscal 2006, reflecting an increase in costs associated with product redesigns and an increase in spending on active projects focused on areas of strategic significance. Synergetics' pipeline included approximately 72 active, major projects in various stages of completion as of January 30, 2007. The Company has strategically targeted R&D spending as a percentage of net sales to be consistent with what management believes to be an average range for the industry. The Company expects over the next few years to invest in R&D at a rate ranging from approximately 4.0 percent to 6.0 percent of net sales.
SG&A increased by $1.3 million to approximately $5.6 million during the second quarter of fiscal 2007 compared to approximately $4.3 million during the second quarter of fiscal 2006. The percentage of SG&A to net sales increased from 43.2 percent for the second quarter of fiscal 2006 to 48.9 percent for the second quarter of fiscal 2007. Selling expenses, which consist of salaries, commissions and royalties, the largest component of SG&A, increased approximately $473,000 to $2.6 million, or 23.3 percent of net sales, for the second quarter of fiscal 2007, compared to $2.2 million, or 22.0 percent of net sales, for the second quarter of fiscal 2006. This increase was not only due to increased royalties on a higher level of sales but was also due to an investment Synergetics made in its ophthalmic sales force as it continues to expand both domestic and international distribution. Selling headcount increased by 29.5 percent from January 30, 2006 to January 30, 2007. General and administrative headcount increased approximately 26.7 percent over that same timeframe, which resulted in an increase in general salaries and benefits of approximately $202,000 in the second quarter of fiscal 2007, compared to the second quarter of fiscal 2006. The Company also recorded compensation expense of $119,000 on options granted to independent directors during the second fiscal quarter of 2007 in accordance with Statement of Financial Accounting Standards No. 123 (Revised 2004), "Share-Based Payment." Options granted in fiscal 2006 were recorded in the first quarter of that fiscal year as the options were granted on September 22, 2005, or the day following the consummation of the Company's merger with Valley Forge Scientific Corp. The Company's legal expenses increased by $197,000 during the second quarter of fiscal 2007 compared to the second quarter of fiscal 2006. In addition to the internal costs associated with the Company's Sarbanes-Oxley compliance efforts, the Company also recorded an additional amount of approximately $111,000 in consulting expense.
Other Expenses
Other expenses for the second quarter of fiscal 2007 increased 55.8 percent to $243,000 from $156,000 for the second quarter of fiscal 2006. The increase was due primarily to increased interest expense on a note payable to the estate of Dr. Leonard Malis and increased borrowings on the Company's working capital line due to working capital needs during the first quarter of fiscal 2007.
Operating Income, Income Taxes and Net Income
Operating loss for the second quarter of fiscal 2007 was $61,000 as compared to an operating profit of $1.3 million in the comparable 2006 fiscal period. The decrease in operating income was primarily the result of a 6.0 percent decrease in gross profit margin on 15.0 percent more net sales, an increase of $223,000 in research and development costs and an increase of $1.3 million in SG&A expenses.
The Company recorded a $23,000 provision on a pre-tax loss of $61,000 due to the state tax impact on a small pre-tax loss in the second fiscal quarter of 2007, compared to a 34.0 percent tax provision for the second fiscal quarter of 2006. In addition, the Company recorded an income tax credit for re-enactment of a research and experimentation credit of $266,000 during the second quarter. The impact of this credit was due to the continuation of the research and experimentation credit in January, 2007 which had not been recorded during fiscal 2006 or the first quarter of fiscal 2007.
Net income decreased by $676,000 to $182,000, or 78.8 percent, from $858,000 for the second quarter of fiscal 2007, compared to the same period in fiscal 2006. Basic and diluted earnings per share for the second quarter of fiscal 2007 decreased to $0.01 from $0.04 for the second quarter of fiscal 2006. Basic weighted average shares outstanding increased from 23,934,251 to 24,214,322.
Financial Highlights
For the three months ended For the six months ended
Jan 30, 2007 Jan 30, 2006 Jan 30, 2007 Jan 30, 2006
(in thousands, except share and per share data)
Net sales $11,353 $9,968 $21,259 $17,016
Gross profit 6,378 6,134 12,581 10,973
Selling, general and
administrative expenses 5,556 4,261 10,493 8,063
Research and development
expenses 640 417 1,188 694
Operating income 182 1,456 900 2,217
Other income (expense) (243) (156) (399) (180)
Provision for income taxes 23 442 209 692
Provision for re-enactment
of the research &
experimentation credit (266) -- (266) --
Net income 182 858 558 1,344
Basic income per share $0.01 $0.04 $0.02 $0.08
Diluted income per share $0.01 $0.04 $0.02 $0.08
Common shares
outstanding:
Basic 24,214,322 23,934,251 24,212,531 17,196,651
Diluted 24,410,302 24,148,395 24,412,642 17,413,406
Reconciliation of Non-GAAP Financial Measurements to GAAP Financial Measurements
The non-GAAP financial comparisons utilized above are the measurement of earnings per share for Synergetics USA, Inc. prior to utilizing the 4.59 conversion ratio agreed to in the merger agreement with Valley Forge Scientific Corp. for the six months ended January 30, 2007. Management believes this measurement gives a more accurate comparison of how the Company is performing versus the comparison to Synergetics Missouri pre-merger. The following is a reconciliation between the GAAP measures and the non-GAAP measures:
Six Months Ended
Net income and share information
Net Income for the period ended January 30, 2006: $1,344,000
Pro Forma Shares Outstanding (as if Valley Forge
shares and shares issued in the acquisition were
outstanding for entire quarter 23,008,600
Basic Earnings Per Share $0.06
About Synergetics USA, Inc.
Synergetics USA, Inc. resulted from the September 2005 combination of Valley Forge Scientific Corp. and Synergetics, Inc., bringing together their respective unique capabilities in bipolar electrosurgical generators and design, and manufacture of microsurgical hand instruments. Synergetics USA, Inc. designs, manufactures and markets medical devices for use primarily in ophthalmic surgery and neurosurgery and for other healthcare applications. Its products are designed and manufactured to support micro or minimally invasive surgical procedures. In addition to its surgical devices and equipment, it designs and manufactures disposable and non-disposable supplies and accessories for use with such devices and equipment. It also manufactures and sells bipolar electrosurgical generators and other generators, based on its DualWave(TM) technology, and complementary instrumentation and disposable products for use in neurosurgery, spine surgery, pain control and in dental applications. Synergetics sells its products primarily to hospitals, clinics and surgeons in approximately 70 countries.
Forward-Looking Statements
Some statements in this release may be "forward-looking statements" for the purposes of the Private Securities Litigation Reform Act of 1995. In some cases forward-looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important facts that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These facts, risks and uncertainties are discussed in our Annual Report on Form 10-K for the year ended July 31, 2006, as updated from time to time in our filings with the Securities and Exchange Commission.
Company Contact:
Pamela G. Boone, Executive Vice President & CFO
Phone: (636) 939-5100
http://www.synergeticsusa.com
--------------------------------------------------------------------------------
Source: Synergetics USA, Inc.
get'm trix, I got..
em at .03 also.
TPDI - True Product ID Beijing Signs (US) $100 Million Agreement to Protect Artwork for 5 Million-Member China Painting & Calligraphy Organization
Thursday March 8, 2:00 pm ET
BEIJING & PHILADELPHIA--(BUSINESS WIRE)--True Product ID, Inc. (TPID) (OTCBB:TPDI - News) announced today that its Chinese joint venture affiliate, True Product ID Technology (Beijing) Limited, has signed a groundbreaking agreement with the China Painting & Calligraphy Organization (the "Organization"), a Chinese national organization of artists composed of approximately 5 million dues-paying members.
To safeguard China's rich cultural heritage, the Chinese Ministry of Culture has decreed that each member artist must obtain their own unique identification/authentication tag and apply it to every piece of artwork the artist produces during his or her career. The Ministry's decree is part of the Chinese Government's efforts to implement its Law on the Protection of Intangible Cultural Heritage and is part of the Chinese Government's initiative to maintain a comprehensive inventory of China's artwork and other cultural relics. The Organization has chosen TPID's anti-counterfeiting technology (now registered with the Chinese National Industrial and Commercial Bureau) as the exclusive intellectual property protection tool for its members.
The exclusive sales agreement term is 5 years. Under this agreement, the Organization is required to make minimum sales in the amount of approximately (US) $100 million over the next 5 years. Additionally, there will also be minimum quarterly and annual sales requirements for the Organization. TPID anticipates the fulfillment of this agreement will begin in April 2007. This guaranteed amount is based only on approximately 1% of the Organization's 5 million membership, who will pay a fee to use TPID's proprietary nationally registered technology. The total agreement amount could increase as more members utilize TPID's technology. For more information and pictures of the contract signing ceremony, go to http://www.trueproductid.com/.
Richard Bendis, TPID's US CEO, and Mr. Li Ning, President, of TPID Technology Beijing Limited, commented, "With a culture and heritage over 5,000 years old, China maintains many of the world's greatest cultural artwork, relics, and artifacts. We humbly and respectfully thank the Chinese for the honor and privilege of being part of their laws and initiatives to safeguard China's grand cultural heritage."
For additional information related to the factual basis of China's Government and Ministry's laws and their efforts to safeguard cultural heritage, see: http://www.china.org.cn/e-news/news060525-3.htm
About True Product ID
True Product ID produces integrators for anti-counterfeiting and security surveillance applications and is a provider of integrated tracking devices. The Company delivers turnkey solutions for governments, armed forces, and industry, through its own proprietary technology and through aggregating the technology, products, and services of third parties via licensing agreements and or joint ventures. For more information go to: http://www.tpid.net for TPID US / http://www.trueproductid.com/ for TPID Beijing.
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements.
Contact:
True Product ID, Inc. (TPID)
Richard Bendis, 215-496-8102
rbendis@tpid.net
--------------------------------------------------------------------------------
Source: True Product ID, Inc. (TPID)
RBCF - Rubicon Financial Incorporated Announces Additional $1,000,000 Financing and Hiring of Chief Financial Officer
Rubicon Financial Incorporated (OTCBB: RBCF) today announced the closing of an additional private placement in the fourth quarter of 2006 for an aggregate of $1,000,000 through the sale and issuance of 500,000 shares of restricted Common Stock at a purchase price per share of $2.00.
Proceeds from this financing are anticipated to be used for general working capital, acquisitions, executive recruitment and potential funding of new financial service divisions of Rubicon.
“These additional funds are anticipated to greatly enhance our ability to execute on our business model to become a diversified financial services company,” said Rubicon CEO, Joe Mangiapane.
Rubicon also announced the hiring of Michael Sederoff as its Chief Financial and Chief Operating Officer. Mr. Sederoff brings over 25 years in financial and operating experience, predominantly in the real estate, mortgage brokering, insurance and high tech industries, to Rubicon.
Mr. Sederoff, age 53, prior to joining Rubicon, worked at Security Pacific Financial as their Chief Financial Officer from 2001 through January 2007. Additionally, Mr. Sederoff has held senior executive positions at TRW, Inc., Nortel, Inc. and Sony Electronics. Furthermore, he has held the position of Executive Vice President, Chief Financial Officer, and Chief Operating Officer of three publicly traded high tech corporations. Mr. Sederoff graduated from McGill University with a Bachelor of Commerce degree in Accounting/Finance and Masters Degree in Business Administration (MBA) in Finance and Computer Science. Mr. Sederoff is a Certified Management Accountant (CMA).
“Obviously we are very pleased to have a CFO with the corporate breadth and financial experience that Mr. Sederoff brings to our management team,” stated Mr. Mangiapane. “At a time when we are poised to expand our development and implementation plans in the financial services industry, it is reassuring to have a CFO with proven skills in corporate development.”
About Rubicon:
Rubicon Financial Incorporated is a publicly-traded holding company that intends to acquire private companies in the financial services industry and leverage their strengths within a holding company structure. Rubicon currently has several letters of intent to acquire private companies that it plans to execute in the near future.
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.”
Such statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to: the actual use of the proceeds from the private placement; the ability of Rubicon to execute its business plan and become a diversified financial services company; the successful acquisition of financial services companies; any implied or perceived benefits resulting from Mr. Sederoff’s experience; stated or implied capabilities of Mr. Sederoff; any other effects resulting from Mr. Sederoff’s appointment; risks and effects of legal and administrative proceedings and government regulation; future financial and operational results; competition; general economic conditions; and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.
Important factors that could cause actual results to differ materially from the forward-looking statements Rubicon makes in this press release include market conditions and those set forth in reports or documents it files from time to time with the Securities and Exchange Commission. Rubicon undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Rubicon Financial Incorporated
Joe Mangiapane, 949-798-7220
Source: Business Wire (March 8, 2007 - 9:31 AM EST)
News by QuoteMedia
www.quotemedia.com
RBCF - Rubicon Financial Incorporated Announces Additional $1,000,000 Financing and Hiring of Chief Financial Officer
Rubicon Financial Incorporated (OTCBB: RBCF) today announced the closing of an additional private placement in the fourth quarter of 2006 for an aggregate of $1,000,000 through the sale and issuance of 500,000 shares of restricted Common Stock at a purchase price per share of $2.00.
Proceeds from this financing are anticipated to be used for general working capital, acquisitions, executive recruitment and potential funding of new financial service divisions of Rubicon.
“These additional funds are anticipated to greatly enhance our ability to execute on our business model to become a diversified financial services company,” said Rubicon CEO, Joe Mangiapane.
Rubicon also announced the hiring of Michael Sederoff as its Chief Financial and Chief Operating Officer. Mr. Sederoff brings over 25 years in financial and operating experience, predominantly in the real estate, mortgage brokering, insurance and high tech industries, to Rubicon.
Mr. Sederoff, age 53, prior to joining Rubicon, worked at Security Pacific Financial as their Chief Financial Officer from 2001 through January 2007. Additionally, Mr. Sederoff has held senior executive positions at TRW, Inc., Nortel, Inc. and Sony Electronics. Furthermore, he has held the position of Executive Vice President, Chief Financial Officer, and Chief Operating Officer of three publicly traded high tech corporations. Mr. Sederoff graduated from McGill University with a Bachelor of Commerce degree in Accounting/Finance and Masters Degree in Business Administration (MBA) in Finance and Computer Science. Mr. Sederoff is a Certified Management Accountant (CMA).
“Obviously we are very pleased to have a CFO with the corporate breadth and financial experience that Mr. Sederoff brings to our management team,” stated Mr. Mangiapane. “At a time when we are poised to expand our development and implementation plans in the financial services industry, it is reassuring to have a CFO with proven skills in corporate development.”
About Rubicon:
Rubicon Financial Incorporated is a publicly-traded holding company that intends to acquire private companies in the financial services industry and leverage their strengths within a holding company structure. Rubicon currently has several letters of intent to acquire private companies that it plans to execute in the near future.
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.”
Such statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to: the actual use of the proceeds from the private placement; the ability of Rubicon to execute its business plan and become a diversified financial services company; the successful acquisition of financial services companies; any implied or perceived benefits resulting from Mr. Sederoff’s experience; stated or implied capabilities of Mr. Sederoff; any other effects resulting from Mr. Sederoff’s appointment; risks and effects of legal and administrative proceedings and government regulation; future financial and operational results; competition; general economic conditions; and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.
Important factors that could cause actual results to differ materially from the forward-looking statements Rubicon makes in this press release include market conditions and those set forth in reports or documents it files from time to time with the Securities and Exchange Commission. Rubicon undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Rubicon Financial Incorporated
Joe Mangiapane, 949-798-7220
Source: Business Wire (March 8, 2007 - 9:31 AM EST)
News by QuoteMedia
www.quotemedia.com
AMIV - AmeriVestors' Justice by the People, Inc. Completes New Uncontested Legal Documents Available to the Public
AmeriVestors, Inc.’s (Pink Sheets:AMIV) wholly-owned subsidiary – Justice by the People, Inc., is pleased to introduce another set of uncontested legal documents to its customers and future franchisees. These legal documents are available to meet cost-conscious customer’s needs that do not require an attorney or the costly fees associated with their preparation.
The uncontested legal document preparation services are readily available to customers in the Houston, Texas area. The following uncontested legal documents have been incorporated into the company’s proprietary software.
Conservator Civil Law Answer
Deeds Guardianship
LLC OSC/Notice of Motion
Partnership Agreement Promissory Note/Deed of Trust
Will Response
Justice by the People, Inc. will incorporate the above documents along with future documents in its proprietary software for franchisees. The completed proprietary software will constitute a standard for the industry and a turnkey operation for franchisees.
About Justice by the People, Inc.
Justice by the People, Inc., a wholly owned subsidiary of AmeriVestors, Inc., serves the burgeoning number of consumers that wish to save hundreds, even thousands of dollars, in their simple, uncontested legal matters. The US legal industry is a $184 billion sector. The company offers approximately 80 legal documents for uncontested legal issues such as uncontested divorce, living trusts, incorporation, etc. The company has designed a model to create a national franchise chain providing high quality, accurate and affordable legal document preparation services for simple, uncontested legal matters. Justice by the People does not offer legal advice in the preparation of its clients’ uncontested legal documents.
For more information please visit www.amerivestors.com or www.justicebythepeople.net.
"Safe Harbor" Statement: Certain statements in this release are "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to numerous risks and uncertainties. Actual results may vary significantly from the results expressed or implied in such statements. Factors that could cause actual results to materially differ from forward-looking statements include, but are not limited to, the Company's ability to meet the terms and conditions required to obtain its project financing, risks and delays associated with product development, risk of market acceptance of new products, risk of technology or product obsolescence, competitive risks, reliance on development partners and the need for additional capital.
For AmeriVestors, Inc., Houston
The Catalyst Group, Inc.
Lauren Falato, 727-796-2555
Source: Business Wire (March 6, 2007 - 11:07 AM EST)
News by QuoteMedia
www.quotemedia.com
JLNY - Propalms USA, Inc. Signs a Membership Agreement With Leading Software Developer Hewlett Packard
Tuesday March 6, 8:31 am ET
NORTH YORKSHIRE, UK--(MARKET WIRE)--Mar 6, 2007 -- Propalms USA, Inc. (Other OTC:JLNY.PK - News) is pleased to announce the Company has signed a membership agreement with Hewlett Packard to join the Developer and Solution Partner Program. This membership is a worldwide program for independent software vendors, developers, system integrators, and consultants.
The Hewlett Packard Developer and Solution Partner Program offers members aggressive equipment discounts, technical assistance, program support centers, remote and on-site access to systems for porting, testing, optimizing and debugging applications, education & training discounts, advertising discounts, technical white papers & porting guides, and more. The agreement will provide sales, marketing, and technical resources that will enable Propalms USA, Inc. to develop, demonstrate, and deploy the TSE software using Hewlett Packard's industry-leading technologies.
"We are delighted about our new relationship with Hewlett Packard. It is an important step for our Company to create new alliances with recognized integrators around the world," stated Owen Dukes, CEO of Propalms USA, Inc.
About Propalms USA, Inc.:
Propalms USA, Inc. is a leading global provider of application delivery solutions for the server based computing market. The Company develops and sells, via its worldwide reseller channel, the award-winning solution, Propalms TSE. Propalms TSE (formally Tarantella) is a complete Server Based Management solution that extends Microsoft Terminal Services 2000/2003, offering features such as Application Publishing to Users, Groups, and OUs, Seamless Windows, Resource based Load balancing, Web based management console, Session management, Server Health Monitoring, Reporting, Single Port Relay, Universal Print Driver, Application Access via Desktop shortcut, Windows Start Menu or Browser-based via Application LaunchPad. Propalms' vision is to focus on its award-winning TSE software, and continue to develop innovative products for the server based global market, from the SMB to the large enterprise.
For more information about Propalms or our solutions please visit http://www.propalms.com
Statements contained in this news release, other than those identifying historical facts, constitute 'forward-looking statements' within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions as contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company's future expectations, including but not limited to revenues and earnings, technology efficacy, strategies and plans, are subject to safe harbors protection. Actual company results and performance may be materially different from any future results, performance, strategies, plans, or achievements that may be expressed or implied by any such forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements.
To automatically receive instant updates, press releases, and other information on this and other Big Apple Consulting USA companies, please visit www.bigappleconsulting.com/compro.php and download your FREE copy of Big Apple ComPro.
Contact:
Contact:
For more information, please visit:
http://www.propalms.com
or Call Investor Relations
+ 1-866-THE-APPL(E)
--------------------------------------------------------------------------------
Source: Propalms USA, Inc.
END - Endeavour Reports 470 Percent Increase in Reserves and 2006 Fourth-Quarter and Year-End Financial Results
Monday March 5, 6:22 pm ET
HOUSTON, March 5 /PRNewswire-FirstCall/ -- Endeavour International Corporation (Amex: END - News) announced today fourth-quarter and full-year financial and operational results that included a 470 percent increase in proved plus probable reserves.
The company's oil and gas proved plus probable reserves increased to 29.6 million barrels of oil equivalent (BOE) as of December 31, 2006 from 6.3 million BOE at year-end 2005. The increase was driven by both acquisitions and successful exploration during the year.
"Endeavour was transformed in 2006 from a start-up entity to a balanced exploration and production company with substantial growth in production and cash flows expected in 2007," said William L. Transier, chairman, chief executive officer and president. "Our reserve base increased almost five-fold with the acquisition of interests in UK fields and two exploratory discoveries during the year. We will launch our 2007 exploration campaign in the second quarter and anticipate aggressively moving forward with four development projects."
Revenues for the fourth quarter were $31.3 million compared to revenues of $11.0 million for the same period in 2005. Production for the quarter was 595,000 BOE, an increase from 205,000 BOE for the fourth quarter of 2005. Revenues for full-year 2006 were $54.1 million, up from $38.7 million the previous year. Production for the year increased 33 percent from 760,000 BOE in 2005 to 1.01 million BOE. The increase was primarily due to two months of production from the purchase of interests in seven producing fields in the United Kingdom in the fourth quarter of 2006.
The company reported a fourth-quarter operating profit of $5.4 million compared to an operating loss of $17.2 million for the same quarter in 2005. For the full-year 2006, Endeavour recorded an operating loss of $4.3 million compared to an operating loss of $28.0 million for 2005.
A net loss to common stockholders of $6.7 million or $0.06 per diluted share was recorded in the fourth quarter compared to a loss of $25.6 million or $0.34 per diluted share in the same period of 2005. For the full-year 2006, the company recorded a net loss to common stockholders of $8.8 million or $0.10 per diluted share as compared to a loss of $31.5 million or $0.42 per diluted share for the full-year 2005.
Significant events for the company include:
Increased production from acquisition of interests in the United Kingdom - Endeavour gained a position in seven producing oil and gas fields in the Central North Sea with a purchase of assets during the fourth quarter. Combined with production from its Njord and Brage interests in Norway, the company is currently producing approximately 10,000 barrels of oil equivalent per day (BOEPD).
Exploration success and ongoing progress with exploration campaign - Endeavour participated in the drilling of three wells during 2006, two of which were discoveries. Drilling will commence for the 2007 exploration program in the second quarter.
* Cygnus, Block 44/12, Southern Gas Basin -- The well successfully
tested as a gas discovery in one fault block of a potential multiple
fault block accumulation. The well extended northward the limit of
gas-bearing sands in the Leman sandstone in the Rotliegend formation.
Endeavour holds a 12.5 percent interest in the well.
* Columbus, Block 23/16f, Central Graben -- During the fourth quarter,
the company drilled the Columbus prospect and encountered a material
gas column that tested at 17.5 million cubic feet of gas and 1,060
barrels of condensate per day. Endeavour operated the drilling and
testing of the well and holds a 25 percent interest in the license.
* Bacchus, Block 22/6S (N), Central Graben -- Endeavour also
participated in the drilling of an appraisal well on the Bacchus
prospect in the fourth quarter near the Forties Field. The results of
the well were not definitive and evaluations are continuing to
determine commerciality of the field. Endeavour holds a 10 percent
interest in the license.
* Howgate, Block 9/4a, North Viking Graben -- The company has elected
not to exercise its right to take an interest in the Howgate prospect
in Block 9/4a, incurring no capital expenditures for the drilling of
the well.
* Balgownie, Block 30/23b, Central Graben -- The 2007 exploration
program will commence in the second quarter with the drilling of the
Balgownie prospect that will target a Fulmar sand objective.
Endeavour is the operator.
Moved four projects toward development - Endeavour is in final stages of development of the Enoch Field on Block 16/13a that is expected to contribute initial production of 1,000 barrels of oil equivalent per day (BOEPD) in the second quarter of the year. Endeavour holds an eight percent interest in the field. Three other projects are moving toward development that the company estimates will add approximately 4,000 net BOEPD by late 2009.
* Columbus discovery -- Plans for commercialization include the drilling
of an appraisal well during the summer to extend the limits of the
field and establish its production rate potential.
* Cygnus discovery -- The first development well is slated for drilling
at the Cygnus gas discovery around year end.
* Rochelle development -- The company expects to drill a development
well in 2008 at the undeveloped Rochelle discovery. Plans call for
the well to tie-back to a nearby floating production unit. Endeavour
is operator of Rochelle and holds a 55.62 percent interest.
Expanded exploration leasehold position - Endeavour continues to be successful in annual offshore licensing rounds held in the UK and Norway. Total leasehold position held by the company is approximately 2.4 million acres in the UK and Norwegian sectors of the North Sea and in the Irish Sea.
* UK 24th Seaward Licensing Round - The UK Department of Trade and
Industry awarded the company eight licenses covering 10 blocks, five
of which will be operated by Endeavour.
* Awards in Predefined Areas (APA Round) - Endeavour was awarded five
production licenses on the Norwegian Continental Shelf in the license
round conducted by the Ministry of Petroleum and Energy. It will serve
as operator of two licenses with a non-operated ownership in the three
other licenses.
* Slyne-Erris-Donegal Bid Round - The Department of Communications,
Marine and Natural Resources in Ireland granted Endeavour a frontier
exploration license covering an area in the Donegal Basin of the Irish
Sea.
Guidance on Year 2007 Estimates
The table below sets forth the current estimates of the company's operating statistics for the full year ending December 31, 2007. These estimates are based on the historical operating performance and trends, estimates of oil and gas reserves as of December 31, 2006 and planned capital and operating budget for 2007.
2007 Estimated Average Production (A)
Daily Production (boepd) 8,800 to 9,200
Oil Price Differentials (B) $(3.00)
Gas Percentage of Total 38%
Gas Price Differentials (B) $(0.35)
Lease operating expense (per barrel) $12-13
(A) Actual results may differ materially from these estimates.
(B) For purposes of the 2007 estimates, assumptions of price
differentials are based on location, quality and other factors,
excluding the effects of derivative financial instruments. Gas
price differentials are stated as premiums (discounts) from National
Balancing Point pricing, and oil price differentials are stated as
premiums (discounts) from Dated Brent pricing.
Earnings Conference Call Tomorrow, Tuesday, March 6, at 9:00 A.M. CST (10:00 A.M. EST)
Endeavour will host an analyst conference call tomorrow at 9:00 a.m. Central Standard Time (10:00 a.m. EST) to discuss 2006 financial and operational results and update business plans for 2007. To participate and ask questions during the conference call, dial 1-800-811-0667 (U.S., toll- free) or 913-981-4901 (international), pass code: 6402450. To listen only to the live audio web cast via the Internet access Endeavour's internet home page at http://www.endeavourcorp.com . A replay will be available by dialing toll free 1-888-203-1112 (U.S.) or 719-457-0820 beginning at 12:00 p.m. Central time on March 6 through 12:00 p.m. Central time on March 13, 2007.
Endeavour International Corporation is an international oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea. For more information, visit http://www.endeavourcorp.com .
Certain statements in this news release should be regarded as "forward- looking" statements within the meaning of the securities laws. These statements speak only as of the date made. Such statements are subject to assumptions, risk and uncertainty. Actual results or events may vary materially.
The Securities and Exchange Commission has generally permitted oil and gas companies in their filing to disclose only proved reserves a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. The use of the term "probable" reserves is prohibited in SEC filings as these volumes are only potentially recoverable through additional drilling or recovery techniques. These estimates are by their nature more speculative than estimates of proved reserves and are subject to substantially greater risk of being realized by the company.
Endeavour International Corporation
Comparative Condensed Statements of Operations
(Amounts in Thousands, Except per Share Data)
Quarter Year
Ended December 31, Ended December 31,
2006 2005 2006 2005
Revenues $31,284 $11,011 $54,131 $38,656
Cost of Operations:
Operating expenses 7,856 4,047 15,568 11,990
Depreciation, depletion
and amortization 12,262 2,477 20,164 9,337
Impairment of oil
and gas properties --- 17,723 849 27,116
Equity loss from entities
with oil and gas properties --- --- --- 79
General and administrative 5,728 3,967 21,924 18,223
Total Expenses 25,846 28,214 58,505 66,745
Operating Profit (Loss) 5,438 (17,203) (4,374) (28,089)
Other (Income) Expense:
Unrealized gain
on derivative instruments (17,380) --- (34,531) ---
Interest expense 4,558 1,207 7,941 4,322
Litigation settlement expense
--- 5,265 --- 5,265
(Gain) loss on sale of oil
and gas interests --- --- --- (14,966)
Other (income) expense 6,587 (465) 5,141 (2,868)
Total Other (Income) Expense (6,235) 6,007 (21,449) (8,247)
Income (Loss) Before
Minority Interest
11,673 (23,210) 17,075 (19,842)
Minority Interest --- --- --- (470)
Income (Loss) Before Income Taxes 11,673 (23,210) 17,075 (20,312)
Income Tax Expense 16,526 2,346 23,913 11,061
Net Loss (4,853) (25,556) (6,838) (31,373)
Preferred Stock Dividends (1,873) (39) (1,991) (158)
Net Loss to Common Stockholders $(6,726) $(25,595) $(8,829) $(31,531)
Net Loss Per Common Share -
Basic and Diluted $(0.06) $(0.34) $(0.10) $(0.42)
Weighted Average Number of
Common Shares Outstanding -
Basic and Diluted 107,726 75,471 86,636 74,433
Endeavour International Corporation
Comparative Condensed Consolidated Balance Sheets
(Amounts in Thousands)
December 31,
2006 2005
Assets
Current Assets:
Cash and cash equivalents $39,814 $76,127
Accounts receivable 61,104 4,876
Prepaid expenses and other current assets 27,650 8,070
Total Current Assets 128,568 89,073
Property and Equipment, Net 319,315 59,084
Goodwill 291,752 27,795
Restricted Cash --- 2,304
Other Assets 34,835 8,710
Total Assets $774,470 $186,966
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $36,928 $18,194
Current maturities of debt 2,410 ---
Accrued expenses and other 41,799 21,240
Total Current Liabilities 81,137 39,434
Long-Term Debt 303,840 81,250
Deferred Taxes 115,155 19,185
Other Liabilities 32,510 6,753
Total Liabilities 532,642 146,622
Convertible Preferred Stock 100,657 ---
Stockholders' Equity 141,171 40,344
Total Liabilities and Stockholders' Equity $774,470 $186,966
Endeavour International Corporation
Comparative Condensed Consolidated Statements of Cash Flows
(Amounts in Thousands)
Year Ended
December 31,
2006 2005
Cash Flows from Operating Activities:
Net loss $(6,838) $(31,373)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Depreciation, depletion and amortization 20,164 9,337
Impairment of oil and gas properties 849 27,116
Deferred tax expense 13,038 3,243
Amortization of non-cash compensation 11,573 7,070
Unrealized gain on derivative instruments (34,531) ---
Litigation settlement expense --- 5,265
Gain on sale of assets --- (14,966)
Other operating activities 6,408 567
Increase (decrease) in net assets
and liabilities (24,763) 21,703
Net Cash Provided by (Used in)
Operating Activities (14,100) 27,962
Cash Flows From Investing Activities:
Capital expenditures (55,496) (47,552)
Acquisitions, net of cash acquired (376,915) (1,437)
Proceeds from sale of assets --- 19,465
Other investing activities 5,293 (5,448)
Net Cash Used in Investing Activities (427,118) (34,972)
Cash Flows From Financing Activities:
Proceeds from (repayments of) borrowings, net 225,000 77,244
Issuance of common and preferred stock, net 184,624 ---
Financing costs paid (9,565) (3,661)
Proceeds from common and preferred
stock issued and issuable 3,310 ---
Other financing --- 1,828
Net Cash Provided by Financing Activities 403,369 75,411
Net Increase (Decrease) in Cash
and Cash Equivalents (37,849) 68,401
Effect of Foreign Currency Changes on Cash 1,535 (1,249)
Cash and Cash Equivalents, Beginning of Period 76,127 8,975
Cash and Cash Equivalents, End of Period $39,813 $76,127
Endeavour International Corporation
Operating Statistics
Quarter Year
Ended Ended
December 31, December 31,
2006 2005 2006 2005
United Kingdom:
Oil and condensate sales (Mbbl) 209 --- 209 ---
Oil and condensate price,
before hedging ($ per Bbl) 49.88 --- 49.88 ---
Oil and condensate price,
after hedging ($ per Bbl) 49.88 --- 49.88 ---
Gas sales (MMcf) 1,539 --- 1,539 ---
Gas price, before and
after hedging ($ per Mcf) 9.38 --- 9.38 ---
Norway:
Oil and condensate sales (Mbbl) 119 196 508 726
Oil and condensate price,
before hedging ($ per Bbl) 59.43 57.78 64.89 54.92
Oil and condensate price,
after hedging ($ per Bbl) 49.88 53.74 54.12 51.74
Gas sales (MMcf) 60 52 203 184
Gas price, before and
after hedging ($ per Mcf) 8.06 8.83 8.75 6.06
Total:
Oil and condensate sales (Mbbl) 328 196 717 726
Oil and condensate price,
before hedging ($ per Bbl) 53.33 57.78 60.51 54.92
Oil and condensate price,
after hedging ($ per Bbl) 49.88 53.74 52.88 51.74
Gas sales (MMcf) 1,599 52 1,742 184
Gas price, before and
after hedging ($ per Mcf) 9.33 8.83 9.30 6.06
--------------------------------------------------------------------------------
Source: Endeavour International Corporation
PNWIF - PhotoChannel Networks Inc. Signs Agreement with Kmart for Online Photo Service
Monday March 5, 6:20 pm ET
Kmart deploys PhotoChannel's PNI Digital Media Platform integrated with Kodak's Qualex production facilities
VANCOUVER, BRITISH COLUMBIA--(MARKET WIRE)--Mar 5, 2007 -- PhotoChannel Networks Inc. (CDNX:PN.V - News)(OTC BB:PNWIF.OB - News) ("PhotoChannel" or "Company") the leading innovator in online digital media solutions for retailers announces it has signed an agreement with Sears Holdings Corporations' Kmart division and has launched Kmart's online photo service, located at www.kmart.com. Using the PNI Digital Media Platform, the service enables Kmart customers to place photo orders online and pick them up in Kmart locations across the United States.
"We are very excited to have Kmart as a partner," says Peter Fitzgerald, Chairman and CEO of PhotoChannel. "Our alliance with Kodak's Qualex subsidiary has allowed us to deploy the system and seamlessly integrate online photo ordering into Kmart's photo business with no service disruptions."
About PhotoChannel- Founded in 1995, PhotoChannel operates PNI Digital Media to provide services for major retailers, wireless carriers and content providers. The PNI Digital Media Platform connects consumer ordered digital content with retailers that have on demand manufacturing capabilities for the production of merchandise. Currently PNI Digital Media generates transactions for retailers and their thousands of locations across North America, including Wal-Mart Canada, CVS/pharmacy, Eckerd Drugs and Costco Canada. For more information please visit www.pnidigitalmedia.com.
Contact:
Contacts:
PhotoChannel Networks Inc.
Ms. Niti Maini
(604) 893-8955 ext. 313
Email: nmaini@PhotoChannel.com
PhotoChannel Networks Inc.
Investor Information
1-800-261-6796
Website: http://www.pnidigitalmedia.com
--------------------------------------------------------------------------------
Source: PhotoChannel Networks Inc.
MRKL - As of December 4, 2006, Markland had issued and outstanding all of its authorized common stock of 500 million shares. No more common stock can be issued without a shareholder vote approving an increase in authorized common stock. As of December 4, 2006, the balance of Series D Preferred Stock was cancelled and there are no more shares of Series D Preferred Stock outstanding. As of December 4, 2006, there were no longer any shares of preferred stock outstanding that are convertible into an indeterminate amount of common stock.
Markland Technologies Provides Update on Dividend of Technest Holdings Common Stock
Monday March 5, 5:07 pm ET
Revised Dividend Registration Statement to Be Submitted to SEC
WARWICK, RI--(MARKET WIRE)--Mar 5, 2007 -- Markland Technologies, Inc. (Other OTC:MRKL.PK - News), a company transforming advanced laboratory technology into real-world products, has issued the following update on its planned dividend of shares of Technest Holdings Inc. common stock:
On May 1, 2006, the record date for the dividend distribution, there were 485,944,539 shares of Markland common stock outstanding (determined on an as-converted basis, taking into consideration the conversion of all Markland Series D Preferred Stock outstanding on such date, which by its terms was entitled to participate in such distribution). The planned dividend payout ratio is one (1) share of Technest common stock for every 194 shares of Markland common stock outstanding at the close of business on the record date. No fractional shares will be paid out and holders with fewer than 194 shares will receive no dividend stock. Of the 2,500,000 Technest shares to be issued as part of the dividend distribution, approximately 325,743 shares will be reserved for holders of Markland Series D Preferred Stock outstanding on the record date. As of December 4, 2006, Markland had issued and outstanding all of its authorized common stock of 500 million shares. No more common stock can be issued without a shareholder vote approving an increase in authorized common stock. As of December 4, 2006, the balance of Series D Preferred Stock was cancelled and there are no more shares of Series D Preferred Stock outstanding. As of December 4, 2006, there were no longer any shares of preferred stock outstanding that are convertible into an indeterminate amount of common stock.
As previously announced, the issuance of the Technest dividend shares must be registered with the Securities and Exchange Commission. A registration statement covering the issuance of the Technest dividend shares was originally filed by Technest with the SEC on June 29, 2006. Since then the SEC has been reviewing Technest on another unrelated registration statement. That review has just recently been successfully completed.
Technest is currently working diligently to revise the dividend registration statement to incorporate all comments provided by the SEC with respect to the other registration statement and to include updated financial information and we believe that the revised registration statement for the dividend will be submitted to the SEC within the next week. The SEC then has the right to comment further on the dividend registration statement. Once all SEC comments have been cleared, the registration statement can be declared effective and the dividend distribution can occur.
Furthermore, once the Technest dividend shares are registered with the SEC and a payout date is determined (which is expected to be approximately two business days after the effective date of the registration statement), the NASD will establish the ex-dividend date. The ex-dividend date is the date on or after which a security is traded without the right to receive a specific dividend or distribution. According to the NASD, the ex-dividend date in this case will most likely be the day after the payout date.
Because the NASD has not yet declared an ex-dividend date, any shares of Markland common stock outstanding on the record date (May 1, 2006) that are (or have been) traded after the record date but before the ex-dividend date are (or have been) traded with the right to receive the Technest dividend shares. Shares of Markland common stock traded on or after the ex-dividend date shall be traded without the right to receive any Technest dividend shares.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The distribution will be made only by means of the written prospectus forming part of the effective registration statement.
About Markland Technologies
Markland Technologies, Inc. is engaged in the identification of advanced technologies currently under development in laboratories, universities and in private industry, and in the transformation of those technologies into next-generation products. Markland's solutions support military, law enforcement and homeland security personnel to protect the nation's citizens, borders and critical infrastructure assets from the threat of terrorism and other dangers. Through strategic development, Markland focuses on the creation of dual-use technology and products with applications in both the defense market and civilian homeland security and law enforcement fields. For more information about the company and its products, please visit the Markland home page at http://www.marklandtech.com.
"Forward-Looking Statements"
Investors are cautioned that certain statements contained in this press release, including those related to the issuance of Technest dividend shares, as well as some statements in periodic press releases and some oral statements of Markland Technologies officers and directors during presentations about Markland Technologies, 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 "expects," "anticipates," "intends," "plans," "believes," "estimates," or 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 actions, which may be provided by management, are also forward-looking statements as defined by the Act. Some of the factors that could significantly impact the forward-looking statements in this press release include, but are not limited to, the timing of the effectiveness of the registration statement covering the issuance of the Technest dividend shares. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Markland Technologies, its products, economic and market factors and the industries in which Markland Technologies does business, among other things. These statements are not guarantees of future performance and Markland Technologies has no specific intention to update these statements. More detailed information about those factors is contained in Markland Technologies filings with the Securities and Exchange Commission. http://www.sec.gov.
Contact:
Contact:
Investor Relations
Consulting For Strategic Growth 1 Ltd.
Stanley Wunderlich
CEO
Tel: 800-625-2236
Fax: 212-337-8089
Email: info@cfsg1.com
--------------------------------------------------------------------------------
Source: Markland Technologies, Inc.
RVGC now RVNG - Raven Gold Corp. Announces Symbol Change
Monday March 5, 4:52 pm ET
VANCOUVER, BRITISH COLUMBIA--(MARKET WIRE)--Mar 5, 2007 -- Raven Gold Corp. (OTC BB:RVGC.OB - News) (the "Company") announces that the symbol will change to (OTC BB:RVNG.OB - News). This change of symbol will take effect at the open on March 6th 2007.
The Corporation would like to announce that all regulatory filings have been accepted by NASDAQ: This is in regard to news release dated March 2nd 2007, titled "Raven Gold Corp. Announces Two for One Stock Split".
About Raven Gold Corp.
Raven Gold Corp. is an international gold mining company, with advanced exploration and development projects. Raven's mandate is to initiate an aggressive acquisition policy, focusing on under-explored to advanced stage exploration gold deposits in North and South American Countries. Raven is focused on becoming a low cost gold producer in the next two years, as it puts the La Currita Mines into production in Mexico.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein which are not historical are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control with respect to market acceptance of new technologies or products, delays in testing and evaluation of products, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
Contact:
Contacts:
Raven Gold Corp.
Jesse Keller
Investor Relations
(250) 807-2971 or Toll Free: 1-877-31-RAVEN (1-877-317-2836)
Email: ir@ravengold.com
Website: http://www.ravengold.com
--------------------------------------------------------------------------------
Source: Raven Gold Corp.
VTBD - VitalTrust Business Development Company Plans Stock Dividend
Monday March 5, 9:26 am ET
Company Plans to Spin Off Client Companies in the Healthcare, Energy and Services Sector
TAMPA, FL--(MARKET WIRE)--Mar 5, 2007 -- VitalTrust Business Development Corporation ("VitalTrust" or the "Company") (OTC BB:VTBD.OB - News) today announced the Company had completed its organizational Board Meeting and approval of its business model.
Held at the Company's headquarters in Tampa, Florida, the Company's Directors held a Special Formation Meeting on Friday, March 2, 2007 during which three outside and two inside Directors were appointed. In addition, the Company created its Audit, Compensation, Investment and Governance Committees and will be making Committee Member appointments in the coming weeks. During this Special Formation Meeting, the Board also approved the Company's operating business model. Initial Members of the inside Board include Chairman of the Board and Chief Executive Officer Charles Broes, Director and Chief Operating Officer Mark Clancy. Initial Outside Board Members include Mr. Robert Snibbe, Mr. David Hood and Ms. June Nuckols. The Company intends to have a total of five outside and four inside Directors.
The VitalTrust business model foresees the Company providing management and finance to small, primarily private US companies. As a part of the compensation, client companies will issue 10% ownership to VitalTrust plus investment equity. At a point in time when the client company achieves positive earnings and cash-flows, VitalTrust will distribute 5% of its holding to the Company's shareholders of record and will retain 5% in the Company's portfolio. In a format typically referred to as a spin-off, VitalTrust will register the stock issued to shareholders as well as any shares owed as a result of financing and initiate trading through an NASD registered firm. Typically, VitalTrust will seek to accept client companies which can be spin-out candidates within a six to eight month window.
VitalTrust currently has active projects in the healthcare, energy and services business sectors. During the coming two weeks, VitalTrust will introduce the Company's initial slate of client companies and indicate which are spin-out candidates during the current calendar year.
About VitalTrust Business Development Corporation:
VitalTrust, a registered Business Development Company under the Investment Company Act of 1940, provides management and finance primarily to private companies that desire to become publicly traded during the course of their business cycle. The Company invests and manages enterprises in the healthcare, energy, internet and services sectors. The Company's business model foresees the finance and management of client companies through the point of profitable operations and positive cash-flows and concludes with a spin-out distribution to the VitalTrust shareholders of record. The Company's annual forecast envisions two to four spin-off distributions to the VitalTrust shareholders.
Investors are cautioned that certain statements contained in this document are "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 US Energy Initiatives actions, which may be provided by management, are also forward-looking statements as defined by the act. These statements are not guarantees of future performance.
Contact:
For information at the Company contact:
Charles Broes
Chief Executive Officer
813-287-5787, extension 222
Mark Clancy
Chief Operating Officer
813-287-5787, extension 226
--------------------------------------------------------------------------------
Source: VitalTrust Business Development Corporation
Selloff in Asia Points to Lower Open
Monday March 5, 7:04 am ET
By Tim Paradis, AP Business Writer
Stocks Head Toward Lower Open Following Selloff in Asia, Europe
NEW YORK (AP) -- Wall Street appeared headed for a lower opening Monday as stock markets around the world suffered further selloffs.
The overseas pullback, in which Japan's Nikkei stock average saw its biggest one-day drop since June, resembled the selling that triggered the recent unease in world markets last Tuesday.
The weekend respite appeared to do little to ease concerns about losses over soured loans by subprime lenders. HSBC Holdings PLC, Europe's largest bank, on Monday said its 2006 profits rose 5 percent but that it booked $10.6 billion on losses on bad loans from its U.S. subprime mortgage operations.
A rising yen stoked further concern about an erosion in the yen carry trade, which refers to the process of borrowing yen to acquire assets with greater yields in other currencies. A slowdown could hurt liquidity worldwide. On Monday, the U.S. dollar fell to about 115 yen from above 120 yen less than a week ago.
Dow Jones industrials futures fell 93 points, or 0.82 percent; Nasdaq 100 futures slipped 15.2 points, or 0.58 percent, and Standard & Poor's 500 index futures fell 10.3 points, or 0.84 percent.
After sharp declines last week, the major indexes are now lower for the year, with the Dow down 3.3 percent, the Standard & Poor's 500 index down 4.4 percent and the Nasdaq composite index lower by 5.9 percent.
Drops in Asia and Europe appeared to leave U.S. investors unnerved. The Nikkei closed down 3.3 percent, Hong Kong's Hang Seng index fell 4 percent and the Shanghai Composite Index, which has proven volatile in recent weeks, fell 1.6 percent. In Europe, the major indexes were down by more than 1 percent.
Wall Street begins the week with little economic data that could perhaps ease concerns among U.S. investors about the stamina of the U.S. economy. One noteworthy report due, however, is from the Institute for Supply Management, which is scheduled to report its index on the services sector. The market is expecting the reading on the largest slice of the economy to come in at 57.5, down slightly from 59.0 in January.
Investors will also be keeping tabs on the moves of U.S. Treasury Secretary Henry Paulson, who began a three-nation Asian tour in Tokyo on Monday.
Gold battered by stock market worries
Friday March 2, 10:52 am ET
By Daniel Magnowski
LONDON (Reuters) - The global flight from risk knocked precious metals again on Friday, with gold falling below $650 an ounce for the first time in three weeks as shaky global stock markets prompted investors to reduce positions in commodities.
Investors often buy gold as a safe bet when financial markets look unstable, but investors are keen to unload the metal after plunges in global equity markets this week, analysts said.
Many investment funds were seen to have bought commodities, including gold, over the past month with the proceeds from stocks as Wall Street reached record highs last month.
"Gold is not glittering any longer as a safe haven," Dresdner Kleinwort analysts said in a market report.
"Commodities in general are perceived as risky assets...This asset class is just sold to reduce portfolio risk and to take profits in order to compensate losses suffered in other assets like equities," the bank said.
"Thus, as long as unwinding of yen carry trades continues and equity prices head south, gold and silver remain in the wake of bear markets."
As of 1537 GMT spot gold was at $651.50/651.95 per ounce, down sharply from $662.60/663.30 in New York on Thursday. It fell as low as $649.25 on Friday, the lowest since February 8 and down almost 6 percent from the nine-month high touched on Monday.
The pan-European FTSEurofirst 300 index (^FTEU3 - News) was down 0.35 percent by 1536 GMT after losing 5 percent in the past three sessions, while in the United States the Dow Jones industrial average (DJI:^DJI - News) was down 0.22 percent.
A 9 percent fall in the Shanghai stock market (^SSEC - News) on Tuesday triggered a global flight away from stocks into less risky assets.
Technical sentiment in gold deteriorated after the price went below several near- and medium-term moving averages.
Cash gold broke below its seven-day moving average of $674 and its 30-day average around $660.
However, traders said gold might receive support from firm energy prices.
U.S. crude oil futures hit a 2007 high on Thursday on tightening fuel supplies in the United States.
On Friday, U.S. crude traded firmly above $62. It was quoted at $62.15 at 1540 GMT, up 15 cents from Thursday's close. On Thursday it hit $62.40, its highest since December 26.
Gold hit a nine-month high of $689 on Monday as firm crude oil and tensions between Iran and the United States raised the metal's appeal as a haven and a hedge against inflation.
Traders were watching whether gold could hold above $655.40 -- a low reached on February 20.
Silver was quoted at $13.06/13.11 an ounce compared with Thursday's late U.S. level of $13.56/13.61.
Platinum fell to $1,205/1,210 an ounce from $1,236/1,241 in New York.
Palladium was down $3 at 344/347.
(Additional reporting by Chikafumi Hodo in Tokyo)
QRVI, Quality Restaurant Ventures Inc. Announces Reverse Stock Split
Friday March 2, 9:17 am ET
HEATHROW, Fla., March 2 /PRNewswire-FirstCall/ -- Quality Restaurant Ventures Inc. (Pink Sheets: QRVI - News), a fast food franchise management company, announced today that its Board of Directors has voted to implement a 2,000- for-1 reverse stock split of the company's outstanding shares of common stock. The effective date of the reverse stock split was not announced.
As a result of the reverse stock split, each 2,000 shares of common stock will be combined into one share of common stock. The Company will not issue any fractional shares of its common stock as a result of the reverse split. Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Stockholders of record who hold share certificates will receive a letter of transmittal requesting that they surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split.
A prepared statement issued by Christopher M. Swartz, QRVI CEO stated, "For some time now the value of Quality Restaurant Ventures operations and QRVI stock have been undervalued by the investment marketplace. This decision is necessary to better align QRVI's share price with the equity markets that are most interested in our company and the restaurant-hospitality industry in general."
About Quality Restaurant Ventures Inc.
Quality Restaurant Ventures Inc. develops new restaurant concepts, and invests in regional fast-food concepts with high growth potential. QRVI then enhances their operations to prepare them to become national franchise opportunities.
This press release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities and Exchange Act of 1934 and is subject to the safe harbor created by these sections. Quality Restaurant Ventures Inc. assumes no obligation to update the information contained in this press release. Certain information included herein may contain statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities as well as operating costs, capital spending, financial sources and the effects of competition. Such forward-looking information is subject to changes and variations which are not reasonably predictable and which could significantly affect future results. Accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Companies.
CONTACT: Investor Relations of Quality Restaurant Ventures, Inc. 407-333-8998 x 150, Web site: http://www.QualityRestaurantVentures.com
--------------------------------------------------------------------------------
Source: Quality Restaurant Ventures Inc.
QRVI - Quality Restaurant Ventures Inc. Announces Reverse Stock Split
Friday March 2, 9:17 am ET
HEATHROW, Fla., March 2 /PRNewswire-FirstCall/ -- Quality Restaurant Ventures Inc. (Pink Sheets: QRVI - News), a fast food franchise management company, announced today that its Board of Directors has voted to implement a 2,000- for-1 reverse stock split of the company's outstanding shares of common stock. The effective date of the reverse stock split was not announced.
As a result of the reverse stock split, each 2,000 shares of common stock will be combined into one share of common stock. The Company will not issue any fractional shares of its common stock as a result of the reverse split. Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Stockholders of record who hold share certificates will receive a letter of transmittal requesting that they surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split.
A prepared statement issued by Christopher M. Swartz, QRVI CEO stated, "For some time now the value of Quality Restaurant Ventures operations and QRVI stock have been undervalued by the investment marketplace. This decision is necessary to better align QRVI's share price with the equity markets that are most interested in our company and the restaurant-hospitality industry in general."
About Quality Restaurant Ventures Inc.
Quality Restaurant Ventures Inc. develops new restaurant concepts, and invests in regional fast-food concepts with high growth potential. QRVI then enhances their operations to prepare them to become national franchise opportunities.
This press release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities and Exchange Act of 1934 and is subject to the safe harbor created by these sections. Quality Restaurant Ventures Inc. assumes no obligation to update the information contained in this press release. Certain information included herein may contain statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities as well as operating costs, capital spending, financial sources and the effects of competition. Such forward-looking information is subject to changes and variations which are not reasonably predictable and which could significantly affect future results. Accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Companies.
CONTACT: Investor Relations of Quality Restaurant Ventures, Inc. 407-333-8998 x 150, Web site: http://www.QualityRestaurantVentures.com
--------------------------------------------------------------------------------
Source: Quality Restaurant Ventures Inc.
QRVI, Quality Restaurant Ventures Inc. Announces Reverse Stock Split
Friday March 2, 9:17 am ET
HEATHROW, Fla., March 2 /PRNewswire-FirstCall/ -- Quality Restaurant Ventures Inc. (Pink Sheets: QRVI - News), a fast food franchise management company, announced today that its Board of Directors has voted to implement a 2,000- for-1 reverse stock split of the company's outstanding shares of common stock. The effective date of the reverse stock split was not announced.
As a result of the reverse stock split, each 2,000 shares of common stock will be combined into one share of common stock. The Company will not issue any fractional shares of its common stock as a result of the reverse split. Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Stockholders of record who hold share certificates will receive a letter of transmittal requesting that they surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split.
A prepared statement issued by Christopher M. Swartz, QRVI CEO stated, "For some time now the value of Quality Restaurant Ventures operations and QRVI stock have been undervalued by the investment marketplace. This decision is necessary to better align QRVI's share price with the equity markets that are most interested in our company and the restaurant-hospitality industry in general."
About Quality Restaurant Ventures Inc.
Quality Restaurant Ventures Inc. develops new restaurant concepts, and invests in regional fast-food concepts with high growth potential. QRVI then enhances their operations to prepare them to become national franchise opportunities.
This press release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities and Exchange Act of 1934 and is subject to the safe harbor created by these sections. Quality Restaurant Ventures Inc. assumes no obligation to update the information contained in this press release. Certain information included herein may contain statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities as well as operating costs, capital spending, financial sources and the effects of competition. Such forward-looking information is subject to changes and variations which are not reasonably predictable and which could significantly affect future results. Accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Companies.
CONTACT: Investor Relations of Quality Restaurant Ventures, Inc. 407-333-8998 x 150, Web site: http://www.QualityRestaurantVentures.com
--------------------------------------------------------------------------------
Source: Quality Restaurant Ventures Inc.
Yep lots of fraud going around...sad and shaking my head.
TCNH - Technest Holdings Awarded $9.0 Million in Funding for Existing Projects With the U.S. Army's Night Vision and Electronic Sensors Directorate
Thursday March 1, 5:54 pm ET
EOIR Technologies Receives Approximately $3.0 Million to Fund a New Remote Sensor Project Under its NVESD Omnibus Contract
BOSTON, March 1, 2007 (PRIME NEWSWIRE) -- Technest Holdings, Inc. (OTC BB:TCNH.OB - News), a defense and homeland security company, announced today that its wholly owned subsidiary, EOIR Technologies, received new funding awards totaling approximately $9.0 million in additional funding for labor, materials and the purchase of equipment on 15 existing delivery orders under the U.S. Army's Night Vision and Electronic Sensors Directorate (``NVESD'') omnibus contract.
Additionally, EOIR received a funding award for a new project totaling approximately $3.0 million, of which $217,000 was funded at the time of award, to provide support developing network sensor models and simulations and perform systems performances analysis. The contract has an 18-month performance review. Additional detail regarding the funding award is considered classified and cannot be disclosed by the Company.
``These latest funding awards are further evidence in the continued confidence shown by the U.S. Army in our capability to deliver strong results,'' stated Larry Bramlette, Division Director for EOIR Technologies. ``We have developed a strong track record of results over our six year relationship with the NVESD. Further, the technologies we have helped develop alongside the Department of Defense allows the U.S. Armed Forces to better equip themselves with technology in the area of ground combat systems, air systems, countermining and enemy surveillance.''
This increase in funds brings the total funding for the current performance award year under our NVESD omnibus contract, which was awarded on July 19, 2006, to $40.2 million and the total funds for this contract to $290 million.
About EOIR Technologies, Inc.
EOIR Technologies, Inc. has been providing innovative sensor engineering products and services to customers within the Department of Defense for nearly 25 years. For more information, please visit the company's website at http://www.eoir.com.
About Technest Holdings, Inc.
Technest Holdings, Inc. is a provider of: advanced remote sensor systems, chemical detectors, intelligent surveillance and advanced 3D imaging technology solutions to the defense and homeland security marketplaces. Technest is committed to setting next-generation standards in defense and security through the provision of innovative emerging technologies and expert services. Technest's solutions support military, law enforcement and homeland security personnel. Through strategic development, Technest focuses on the creation of dual-use technology and products with applications in both the defense market and civilian homeland security and law enforcement fields. For more information, please visit the company's website at http://www.technestholdings.com.
Investors are cautioned that certain statements contained in this press release 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 ``expects,'' ``anticipates,'' ``intends,'' ``plans,'' ``believes,'' ``estimates,'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, applicability, benefit and use of our product and services, and possible future actions, which may be provided by management, are also forward-looking statements as defined by the Act. Some of the factors that could significantly impact the forward-looking statements in this press release include, but are not limited to: the functionality of our product; our capabilities; a rejection of the Company's products and technologies by the marketplace; and disputes as to the Company's intellectual property rights. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Technest Holdings, its products, economic and market factors and the industries in which Technest Holdings does business, among other things. These statements are not guarantees of future performance and Technest Holdings has no specific intention to update these statements. More detailed information about those factors is contained in Technest Holdings' filings with the Securities and Exchange Commission. http://www.sec.gov
This document is available on the KCSA Worldwide Website at http://www.kcsa.com.
Contact:
KCSA Worldwide
Todd Fromer
(212) 896-1215
tfromer@kcsa.com
Garth Russell
(212) 896-1250
grussell@kcsa.com
--------------------------------------------------------------------------------
Source: Technest Holdings, Inc.
'New Science' - On the Verge of Earth-Shaking Breakthrough Free Media Resource Directory Available Soon
Thursday March 1, 6:10 pm ET
LOS ANGELES, March 1 /PRNewswire/ -- Throughout human history, our expanding and deepening understanding of the universe has always had to fight its way through the firmly entrenched, but inaccurate, beliefs of the day. For example ...
PARADIGM-SHATTERING SCIENTIFIC BREAKTHROUGHS
6th Century BC - Pythagoras: "The earth is spherical, not flat."
16th Century AD - Copernicus: "The sun, not the earth, is at the center of
the universe."
20th Century AD - Einstein: "E=mc(2) Mass and energy are equivalent."
And here we are again ...
21st Century AD - TBD: "Physical reality is a manifestation of thought."
For decades, a small group of visionary scientists have been probing the boundaries of physical reality and human consciousness. These breakthrough scientists of our time -- our Pythagoras, our Copernicus, our Einstein -- have shown in experiment after experiment, study after study, that there is more to the Universe than the physical. They have demonstrated what the "New Science" has been pointing to for nearly half a century: that our universe is more like a thought than a thing, and is actually a manifestation of consciousness.
While this will be one of science's most life-changing revelations ever, for many it will not be a new notion ... just as the spherical nature of the earth and the sun's central place in our universe were not new ideas once they were finally accepted by the masses.
The truth of the creative nature of thought has also been around for a very long time. Mostly, it's been known in the domain of religion and spirituality -- "As ye believe, so shall it be," "We reap what we sow." However, in 2004, filmmaker and entrepreneur William Arntz brought these ideas -- and their scientific underpinnings -- to millions more through his groundbreaking, award-winning, hybrid documentary feature film, What the BLEEP Do We Know!? The film explored the emerging convergence of these ancient spiritual principles with leading edge science. And pointed out how adherence to these new notions of reality will utterly change the planet.
In the movie, the leading character, Amanda, played by Academy Award-winner Marlee Matlin, wends her way through a "dark night of the soul," followed by a transformative awakening. As we observe Amanda's moves through life, scientists comment on how our beliefs, brain chemistry, memories, and other factors form our lives. Animation shows how our neurobiology informs our experience, and -- in the more recent Down the Rabbit Hole "prequel" to the What the BLEEP film -- the legendary double-slit quantum physics experiment illustrates the elusiveness of physical reality.
There's More to "The Secret" than "Thought is Creative"
Lately, a popular phenomenon called The Secret has emerged on the Internet and in the media. A top-selling book and DVD, The Secret presents The Law of Attraction -- the premise that we attract into our lives the content of our thoughts, both "positive" and "negative." "While certainly true," notes Arntz, who has studied the field for decades, "The Law of Attraction is just one strand in an incredibly complex, sophisticated, and awesome tapestry of how the universe works. For example, quantum entanglement says that at the most fundamental level, all matter is intimately connected across space and time. When that concept is applied to the idea that mind and matter, like matter and energy, are the same, you realize that everything, everyone, is, in fact, inextricably woven together.
"This 'New Science' is not about to go away," says Arntz. "These scientists are pointing out that our physical reality -- both as individuals and in the largest macro sense -- is interconnected with our consciousness. They are on the verge of explaining how it works on all levels, in all fields. And that knowledge will transform our understanding of health, medicine, business, governance, and every domain of human endeavor. We are on that trajectory now, and it's just a matter of time -- and not that long a time -- before this explosion of understanding transforms us all."
Scores of individuals, organizations, research institutes, and other committed explorers are pursuing these investigations. Among the most influential experts in the field over the last 30 years are --
* Fritjof Capra, Ph.D. -- physicist and systems theorist, author or
co-author of 11 books, including the groundbreaking, The Tao of Physics
(1975).
* Rupert Sheldrake, Ph.D. -- biologist, author or co-author of 10 books,
including A New Science of Life (1981) and Seven Experiments That Could
Change the World: A Do-It-Yourself Guide to Revolutionary Science.
* Ervin Laszlo, Ph.D. -- the founder of systems philosophy and twice
nominated for the Noble Peace Prize, is the author or editor of
69 books, including The Connectivity Hypothesis: Foundations of an
Integral Science of Quantum, Cosmos, Life, and Consciousness (2003).
* Edgar Mitchell, Sc.D. -- moon-walking astronaut, founder of the
Institute of Noetic Sciences, and author of The Way of the Explorer
(1996).
* Dean Radin, Ph.D. -- Senior Scientist at the Institute of Noetic
Science, author or co-author of three books, including The Conscious
Universe: The scientific Truth of Psychic Phenomena (1997).
* Roger Nelson, Ph.D. -- Research Coordinator of Princeton Engineering
Anomalies Research (PEAR) at Princeton University. Currently heads the
Global Consciousness Project at Princeton.
* Candace Pert, Ph.D. -- pharmacologist made groundbreaking discoveries
about neuropeptides and their receptors, author of several books and
tapes including Molecules of Emotion: The Science Behind Mind-Body
Medicine (1999).
* Andrew Newberg, M.D. -- Associate Professor of Radiology and
Psychiatry, University of Pennsylvania, author of three books including
Why We Believe What We Believe (2006).
* Bruce Lipton, Ph.D. -- cell biologist and author of several books,
including The Biology Of Belief: Unleashing The Power Of Consciousness,
Matter And Miracles (2005).
* Gary Zukav, author of several books, including The Dancing Wu Li
Masters: An Overview of the New Physics (1979).
* Fred Alan Wolf, Ph.D. -- physicist and author of nine books, including
Taking The Quantum Leap: The New Physics For Nonscientists (1981).
* William Tiller, Ph.D. -- Professor Emeritus -- Stanford University,
author or co-author five books, including Science and Human
Transformation: Subtle Energies, Intentionality and Consciousness
(1997).
* Lynne McTaggart, journalist and author of five books, including The
Field: The Quest for the Secret Force of the Universe (2003).
"New Science" Media Resource Directory Available Soon
"Fascinating experiments are underway," notes Arntz, "in research facilities all around the world. The results of this scientific exploration will point humanity in an entirely new direction. We will find that many of the age-old truths of the wisdom traditions are actually grounded in solid science. This will call upon humankind to behave in ways that promote cooperation, health, and peace, for the sake of our survival and success as a species."
Arntz is committed to the dissemination of this information that will form "the basis for a new understanding of who and what we are, our actual power as individuals, and our mandate to serve life and future generations." To this end, he has compiled a New Science Media Resource Directory and is making it available free of charge to journalists and other members of the media. The directory will become available online during the week of March 12th. To request one, register at http://www.whatthebleep.com/newscience/. Or you can email your request for one to: media@whatthebleep.com. The website will also offer click-through options to visit the websites of some of the scientists and purchase various of their books.
"With these world-changing scientific breakthroughs," Arntz reflects, "there's always a small group of people who are at the leading edge of a new worldview. I want to enable as many media professionals as possible to be educated about this change before it happens. This is a change that will affect everyone."
For a media review copy of What the BLEEP Do We Know!? or the Director's Cut Down the Rabbit Hole version, please email media@whatthebleep.com
--------------------------------------------------------------------------------
Source: Captured Light
MRMT - Monster Motors Signs Co-Venture Agreement with Viamedia
Thursday March 1, 4:02 pm ET
Viamedia to Brand Monster Motors' Online Auto Auctions to National Cable Audience
NAPLES, Fla.--(BUSINESS WIRE)--Monster Motors, Inc. (Pink Sheets:MRMT - News) announces signing a co-venture agreement with Viamedia, Inc. According to the agreement Viamedia is now utilizing the Monster Motors public on-line auto auction listing service in its regional and metropolitan automotive advertising markets with thousands of localized directed cable commercials. Viamedia is the cable advertising sales representative of markets for Cable and FiOS television service and is the industry's leading independent cable rep firm.
Dan Enright, President of Monster Motors states, "Viamedia is helping bring the thousands of car dealers, and those buyers looking for the excitement of bidding for a lower price, together at our online auctions. The Viamedia sales and advertising team will encourage them to participate in the local Monster Motors online auto auction in their specific communities. We look forward to a long and fruitful relationship."
Monster Motors.com provides for value added and complementary automotive placement and advertising to Viamedia clients and their cable television affiliates, which include Verizon FiOS (NYSE:VZ - News), Surewest (NASDAQ:SURW - News), RCN (NASDAQ:RCNI - News) and Knology (NASDAQ:KNOL - News).
About Monster Motors
Monster Motors, Inc. - www.MonsterMotors.com - is a public online auto auctioneer that facilitates the buying and selling of vehicles from dealers and private parties to the public. The Company's immediate focus is the localization of the used car online auction market.
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contact:
Monster Motors, Inc., Naples
Investor Relations Contact:
Technology Partners
Jonas Olmsted, 877-289-6768
jonas@techpartners.cc
--------------------------------------------------------------------------------
Source: Monster Motors, Inc.
BRW (16.21) Bristol West Holdings, Inc. To Be Acquired by Farmers Group, Inc. for $22.50 Per Share in Cash
Friday March 2, 1:30 am ET
DAVIE, Fla., March 2 /PRNewswire-FirstCall/ -- Bristol West Holdings, Inc. (NYSE: BRW - News) announced today that BRW has agreed to be acquired by Farmers Group, Inc. (FGI), a wholly-owned subsidiary of Zurich Financial Services Group (Zurich). Under the terms of the agreements, the holders of BRW common stock will receive $22.50 per share in cash for their shares, which represents a 38.8% premium above the March 1, 2007 closing price of $16.21. The transaction is valued at $712 million, excluding the assumption of certain debt obligations of BRW pursuant to the acquisition, and exclusive of fees.
Commenting on the announcement, Mr. Jeffrey J. Dailey, Chief Executive Officer and President of BRW, said, "We are delighted that Zurich and Farmers have recognized the strength of the company we have built over the last several years and see it as a way of enhancing Farmers' non-standard auto insurance business through their own highly successful distribution network. Bristol remains committed to its constituents, including our distribution network, and we look forward to joining the Zurich and Farmers family."
"Adding Bristol's non-standard auto insurance business as an additional product line in the Farmers platform is a great fit and contributes to increase our reach," said FGI Chief Executive Officer Paul Hopkins. "Their innovative product capabilities combined with Farmers distribution breadth and focus on operational excellence, will benefit the Exchanges, our customers, our agents and all Farmers stakeholders. This is another important step in expanding the product range offered by the Exchanges and sustaining the positive growth and profit trends we have created in the last few years."
The agreement allows BRW until March 31, 2007 (the "go shop period end date") to actively solicit other possible bidders and, thereafter, subject to certain conditions, to respond to unsolicited inquiries by other persons interested in acquiring the Company. Should a superior offer be received and accepted, BRW may, subject to certain conditions (including payment of a termination fee), terminate the agreement with FGI. In connection with such termination, the Company must pay a fee of $14 million to FGI, unless such termination is in connection with a proposal received after the go-shop period end date, in which case the Company must pay a fee of $21 million to FGI.
Investment partnerships formed at the direction of Kohlberg Kravis Roberts & Co. which holds approximately 42.18% of the stock of BRW have agreed to vote in favor of the merger.
BRW was advised by the investment banking firm of JPMorgan and the law firm of Simpson Thacher & Bartlett LLP. FGI was advised by the investment banking firm of Goldman, Sachs & Co. and the law firm of Willkie Farr & Gallagher LLP.
In connection with the proposed acquisition, BRW will prepare a proxy statement for the stockholders of the Company to be filed with the SEC. Before making any voting decision, the Company's stockholders are urged to read the proxy statement regarding the merger carefully in its entirety when it becomes available because it will contain important information about the proposed transaction. The Company's stockholders and other interested parties will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. The Company's stockholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bristol West Holdings, Inc. 5701 Stirling Road, Davie, FL 33314, telephone: (954) 316-5200, or from the Company's website, http://www.bristolwest.com.
About Zurich
Zurich Financial Services Group (Zurich) is an insurance-based financial services provider with a global network of subsidiaries and offices in North America and Europe as well as in Asia Pacific, Latin America and other markets. Founded in 1872, the Group is headquartered in Zurich, Switzerland. It employs approximately 55,000 people serving customers in more than 120 countries.
Farmers Insurance Group of Companies® is the nation's third-largest Personal Lines Property & Casualty insurance group. Headquartered in Los Angeles and doing business in 41 states, the insurers comprising the Farmers Insurance Group of Companies provide Homeowners, Auto, Business, Life insurance and financial services to more than 10 million households through 17,000 exclusive and independent agents and district managers. The Farmers Exchanges are three reciprocal property and casualty insurers, including their subsidiaries and affiliates owned by their policyholders and operating mainly under the Farmers brand and in 2006 had USD 15 billion in gross written premiums. For more information about Farmers, visit our Web site at www.farmers.com.
About BRW
BRW began its operations in 1973, and provides private passenger automobile liability and physical damage insurance exclusively through independent agents and brokers in 22 states. Bristol West is traded on the New York Stock Exchange under the symbol, BRW.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the merger and the other transactions contemplated by the merger agreements. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in a forward-looking statement. Such risks include, but are not limited to, the ability of the parties to the merger agreement to satisfy the conditions to closing specified in the acquisition agreement. More information about the Company and other risks related to the Company are detailed in the Company's most recent annual report on Form 10-K for the fiscal year ended December 31, 2005, and its quarterly reports on Form 10-Q and current reports on Form 8-K as filed with the SEC. The Company does not undertake an obligation to update forward-looking statements.
--------------------------------------------------------------------------------
Source: Bristol West Holdings, Inc.
BRW (16.21) Bristol West Holdings, Inc. To Be Acquired by Farmers Group, Inc. for $22.50 Per Share in Cash
Friday March 2, 1:30 am ET
DAVIE, Fla., March 2 /PRNewswire-FirstCall/ -- Bristol West Holdings, Inc. (NYSE: BRW - News) announced today that BRW has agreed to be acquired by Farmers Group, Inc. (FGI), a wholly-owned subsidiary of Zurich Financial Services Group (Zurich). Under the terms of the agreements, the holders of BRW common stock will receive $22.50 per share in cash for their shares, which represents a 38.8% premium above the March 1, 2007 closing price of $16.21. The transaction is valued at $712 million, excluding the assumption of certain debt obligations of BRW pursuant to the acquisition, and exclusive of fees.
Commenting on the announcement, Mr. Jeffrey J. Dailey, Chief Executive Officer and President of BRW, said, "We are delighted that Zurich and Farmers have recognized the strength of the company we have built over the last several years and see it as a way of enhancing Farmers' non-standard auto insurance business through their own highly successful distribution network. Bristol remains committed to its constituents, including our distribution network, and we look forward to joining the Zurich and Farmers family."
"Adding Bristol's non-standard auto insurance business as an additional product line in the Farmers platform is a great fit and contributes to increase our reach," said FGI Chief Executive Officer Paul Hopkins. "Their innovative product capabilities combined with Farmers distribution breadth and focus on operational excellence, will benefit the Exchanges, our customers, our agents and all Farmers stakeholders. This is another important step in expanding the product range offered by the Exchanges and sustaining the positive growth and profit trends we have created in the last few years."
The agreement allows BRW until March 31, 2007 (the "go shop period end date") to actively solicit other possible bidders and, thereafter, subject to certain conditions, to respond to unsolicited inquiries by other persons interested in acquiring the Company. Should a superior offer be received and accepted, BRW may, subject to certain conditions (including payment of a termination fee), terminate the agreement with FGI. In connection with such termination, the Company must pay a fee of $14 million to FGI, unless such termination is in connection with a proposal received after the go-shop period end date, in which case the Company must pay a fee of $21 million to FGI.
Investment partnerships formed at the direction of Kohlberg Kravis Roberts & Co. which holds approximately 42.18% of the stock of BRW have agreed to vote in favor of the merger.
BRW was advised by the investment banking firm of JPMorgan and the law firm of Simpson Thacher & Bartlett LLP. FGI was advised by the investment banking firm of Goldman, Sachs & Co. and the law firm of Willkie Farr & Gallagher LLP.
In connection with the proposed acquisition, BRW will prepare a proxy statement for the stockholders of the Company to be filed with the SEC. Before making any voting decision, the Company's stockholders are urged to read the proxy statement regarding the merger carefully in its entirety when it becomes available because it will contain important information about the proposed transaction. The Company's stockholders and other interested parties will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. The Company's stockholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Bristol West Holdings, Inc. 5701 Stirling Road, Davie, FL 33314, telephone: (954) 316-5200, or from the Company's website, http://www.bristolwest.com.
About Zurich
Zurich Financial Services Group (Zurich) is an insurance-based financial services provider with a global network of subsidiaries and offices in North America and Europe as well as in Asia Pacific, Latin America and other markets. Founded in 1872, the Group is headquartered in Zurich, Switzerland. It employs approximately 55,000 people serving customers in more than 120 countries.
Farmers Insurance Group of Companies® is the nation's third-largest Personal Lines Property & Casualty insurance group. Headquartered in Los Angeles and doing business in 41 states, the insurers comprising the Farmers Insurance Group of Companies provide Homeowners, Auto, Business, Life insurance and financial services to more than 10 million households through 17,000 exclusive and independent agents and district managers. The Farmers Exchanges are three reciprocal property and casualty insurers, including their subsidiaries and affiliates owned by their policyholders and operating mainly under the Farmers brand and in 2006 had USD 15 billion in gross written premiums. For more information about Farmers, visit our Web site at www.farmers.com.
About BRW
BRW began its operations in 1973, and provides private passenger automobile liability and physical damage insurance exclusively through independent agents and brokers in 22 states. Bristol West is traded on the New York Stock Exchange under the symbol, BRW.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the merger and the other transactions contemplated by the merger agreements. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in a forward-looking statement. Such risks include, but are not limited to, the ability of the parties to the merger agreement to satisfy the conditions to closing specified in the acquisition agreement. More information about the Company and other risks related to the Company are detailed in the Company's most recent annual report on Form 10-K for the fiscal year ended December 31, 2005, and its quarterly reports on Form 10-Q and current reports on Form 8-K as filed with the SEC. The Company does not undertake an obligation to update forward-looking statements.
--------------------------------------------------------------------------------
Source: Bristol West Holdings, Inc.
Prosecutors Crack Insider-Trading Ring
Friday March 2, 5:33 am ET
By Larry Neumeister, Associated Press Writer
Prosecutors Break Up What They Call One of the Biggest Wall Street Insider-Trading Rings
NEW YORK (AP) -- The defendants included husband-and-wife lawyers, registered representatives, compliance personnel and hedge fund portfolio managers who improperly relied on hundreds of tips during five years of illegal trading.
Investigators have broken up what they call one of the biggest Wall Street insider-trading rings since the 1980s -- a sweeping, $15 million scandal that involved power brokers at some of the nation's top financial firms and two lawyers.
In announcing the case Thursday, authorities described a criminal operation that used insiders at Morgan Stanley and Co. and UBS Securities LLC to steal valuable secrets from the companies. Prosecutors also alleged a Banc of America Securities LLC broker accepted cash kickbacks and two former representatives of Bear Stearns & Co. obtained UBS inside information.
"This conduct didn't occur in obscure boiler rooms -- but rather at what are commonly considered `top tier' Wall Street firms," said Linda Chatman Thomsen, director of the Division of Enforcement for the Securities and Exchange Commission.
She said "there is hardly a duty on Wall Street that the defendants charged today didn't breach."
U.S. Attorney Michael Garcia said Wall Street professionals repeatedly traded on secrets revealed to them by insiders at UBS and Morgan Stanley.
The case alleges that people were tipped off about stock upgrades and downgrades by UBS and impending corporate acquisitions involving Morgan Stanley clients, allowing investors to cash in before the news hit the market.
The SEC said the ringleaders of the UBS part of the scheme went to great lengths to hide their illegal conduct, with tactics including a clandestine meeting at Manhattan's famed Oyster Bar and eventually the use of disposable cell phones, secret codes and cash kickbacks.
In all, 13 people have been arrested in the criminal case. The SEC brought civil charges against 11 individuals and three entities.
Among financial professionals charged criminally in U.S. District Court in Manhattan was Mitchel Guttenberg, an executive director and institutional client manager at UBS.
Garcia said Guttenberg, who worked in UBS's equity research department, accepted hundreds of thousands of dollars as he sold nonpublic information to two men regarding upcoming upgrades and downgrades by UBS analysts.
The men, David Tavdy and Erik Franklin, used the UBS inside information to each earn more than $4 million by executing profitable trades in various brokerage accounts they controlled, Garcia said.
Guttenberg pleaded not guilty in federal court in Manhattan Thursday and was released on $500,000 bail. He declined to comment afterward.
The husband-and-wife attorneys, Randi Collotta, 30, a former employee of Morgan Stanley in Manhattan, and her husband, Christopher Collotta, 34, who worked in private practice, were also among those criminally charged. They pleaded not guilty and each were released on $250,000 bail. Their lawyer, Brian Rafferty, declined to comment.
In an indictment, prosecutors said Randi Collotta was an associate in Morgan Stanley's global compliance division when she passed inside stock tips to her husband, who gave it to others, resulting in illegal profits of hundreds of thousands of dollars between September 2004 and August 2005.
After others made money from the tips, they paid Christopher Collotta cash that represented a portion of their profits, the indictment said.
Guttenberg, Tavdy, Franklin and the Collottas all were charged with conspiracy to commit securities fraud and securities fraud, which carry potential penalties of up to 25 years in prison. Franklin pleaded guilty earlier this week to conspiracy, securities fraud and commercial bribery and awaits sentencing. Tavdy was expected to make an initial court appearance in federal court in Miami.
A lawyer for Tavdy, who was being arraigned in Florida, did not immediately return a telephone message. Five others were released on bail after pleading not guilty.
Three additional criminal defendants have pleaded guilty to conspiracy, securities fraud and commercial bribery charges, prosecutors said.
Thomsen said it was "one of the most pervasive Wall Street insider trading rings" since Ivan Boesky and Dennis Levine carried out their notorious insider-trading schemes in the 1980s.
The SEC said in a complaint that Guttenberg's trading scheme began in 2001 when he met Franklin at the Oyster Bar at a time when he owed Franklin $25,000. The SEC said Guttenberg proposed paying off that debt by giving him nonpublic UBS analyst recommendations.
Mary Claire Delaney, a Morgan Stanley spokeswoman, said, "We are outraged that a former employee allegedly stole confidential information from the firm, and we have cooperated and will continue co-operating fully with the authorities.
Bear Stearns said in a statement that "the actions described in the complaints are clear violations of our policies and procedures. We have and will continue to cooperate fully with the investigation."
Shirley Norton, a spokeswoman for Bank of America Corp., the parent company of Banc of America Securities, said: "We're aware of the indictment and we're cooperating with authorities."
A call to UBS was not immediately returned.
Thomsen said original tippers in both insider schemes, Guttenberg and Randi Collotta, took steps to evade detection including not trading in their personal accounts and accepting kickbacks in cash.
"Some defendants may have thought they were flying `under the radar' by making modest profits on individual transactions, secure in the knowledge that, over hundreds of tips, they would reap millions of dollars in illicit trading profits," she said. "And yet, despite their best efforts to avoid detection, we caught them."
SOBM (was CDCX) CDoor Corp. Completes Acquisition of Wanxin Bio-Technology Limited and Changes Name to Sinobiomed Inc.
Friday March 2, 3:15 am ET
SHANGHAI, CHINA--(MARKET WIRE)--Mar 2, 2007 -- CDoor Corp. ("CDoor" or the "Company") (OTC BB:CDCX.OB - News) (which is now named "Sinobiomed Inc.") is pleased to announce that on January 12, 2007, the Company completed a Share Purchase Agreement, dated December 21, 2006, entered into between the Company, Wanxin Bio-Technology Limited ("Wanxin") and all the shareholders of Wanxin (the "Share Purchase Agreement") whereby the Company acquired 100% of the issued and outstanding shares in the capital of Wanxin, through the issuance of 1,750,000 shares of our common stock in aggregate to the shareholders of Wanxin.
Wanxin is the sole shareholder Manhing Enterprises Limited, a company organized under the laws of Hong Kong, and Manhing Enterprises Limited is the registered owner of 82% of the capital of Shanghai Wanxing Bio-pharmaceuticals Co., Ltd. In addition, Shanghai Wanxing Bio-pharmaceuticals Co., Ltd. is the registered owner of 50.33% of the capital of Shanghai Wanxing Bio-science Cosmetic Co., Ltd.
Shanghai Wanxing Bio-pharmaceuticals Co., Ltd. ("Shanghai Wanxing") specializes in the development of genetically engineered recombinant protein drugs and vaccines, and currently has 10 products approved or in development, which respond to a wide range of diseases, including malaria and hepatitis. The development of Shanghai Wanxing's malaria vaccine candidate is supported by the World Health Organization (WHO) and the Program for appropriate Technology in Health's (PATH) Malaria Vaccine Initiative (MVI), which to date has received more than $250 million in funding from the Bill and Melinda Gates Foundation. Malaria threatens some two billion people and kills and estimated one million annually worldwide; there is currently no vaccine. Shanghai Wanxing's candidate vaccine received a US patent in September 2006.
The Company's annual meeting of stockholders was held on March 1, 2007, where the shareholders of the Company among other actions approved the name change from CDoor Corp. to Sinobiomed Inc. Effective March 2, 2007, the Company will begin trading on the OTCBB under the name SinoBiomed Inc. and new symbol "SOBM".
In addition, to the name change, the Company has effected a forward stock split of its issued and outstanding shares on a basis of 40 new shares for each one (1) old share, which is effective March 2, 2007.
Also on March 1, 2007, the shareholders of the Company elected the following individuals as directors: Mr. Ka Yu, Mr. Ban-Jun Yang, Mr. Robert Ip, Mr. Chris Metcalf and Dr. Kim Kiat Ong. The new board of directors then appointed Mr. Ban-Jun Yang as the President and CEO, Mr. Ka Yu as the Secretary and Treasurer and Mr. Asher Zwebner as the CFO.
The acquisition of Wanxin Bio-Technology Limited will fit into the overall strategy of the Company as it shifts strategic focus towards the rapidly expanding Chinese biopharmaceutical industry. The new management of the Company as well as the management of Shanghai Wanxing is well qualified to lead the Company towards further expansion in the rapidly expanding Chinese and global biopharmaceutical industries. Some of the key management of Shanghai Wanxing includes:
- Mr. Ban-Jun Yang, newly appointed President of the Company, is the President and CEO of Shanghai Wanxing. He has led Shanghai Wanxing since 1996, bringing together a world-class research team and establishing an integrated R&D and production facility that meets global standards.
- Dr. Tom Chen, Chief Medical Officer of Shanghai Wanxing, also serves as a consultant on PATH's process development and manufacturing programs for Shanghai Wanxing's malaria vaccine. He has also served as the Director of process Development for Plasma Derivatives for the American Red Cross.
- Dr. Zhifang Cao, Director and Deputy General Manager of Shanghai Wanxing, integrates an extensive clinical background with a market-driven approach to identifying and developing bio-pharmaceuticals with strong therapeutic as well as profit potential. He has extensive international experience and is leading Shanghai Wanxing's clinical trials of the malaria vaccine.
- Dr. Weiqng Pan, Advisor of Shanghai Wanxing, is an internationally recognized researcher and the inventor of the patented plasmodium fusion antigen that Shanghai Wanxing is developing and testing as a blood-stage malaria vaccine.
ABOUT SHANGHAI WANXING BIO-PHARAMCEUTICALS CO., LTD.
Shanghai Wanxing is a leading Chinese developer of genetically engineered recombinant protein drugs and vaccines. Based in Shanghai, Shanghai Wanxing currently has 10 products approved or in development: two on the market, one awaiting approval, four in clinical trials and three in research and development. The Company's products respond to a wide range of diseases and conditions, including malaria, hepatitis, surgical bleeding, cancer, rheumatoid arthritis, diabetic ulcers and burns, blood cell regeneration.
Shanghai Wanxing has proven expertise in recombinant protein drug development. This category of drugs - developed using biotechnology -- are valued for their safety, lower cost of production and efficacy compared to chemical drugs. These biopharmaceuticals are becoming one of the fastest growing segments in the global pharmaceutical industry.
China is projected to become one of the world's major biotech players in the next 15 years. The country's biopharmaceutical industry has witnessed rapid growth since the late 1980s and is continuing to expand with more than 30 percent annual revenue growth, according to Advances in Biopharmaceutical Technology in China, September 2006, a report from BioPlan Associates (www.bioplanassociates.com) and the Society for Industrial Microbiology.
Shanghai Wanxing also has proven expertise in recombinant protein manufacturing technology and a patented low-cost, high-yield production process to enhance bioactivity and guarantee the highest levels or purity. It also has one of China's largest capacities for the manufacture of recombinant bio-products. Shanghai Wanxing also has strong strategic alliances with leading Chinese research hospitals and institutes for collaborative development of patented and patentable techniques and treatments. This domestic strength is complemented by established relationships with internationally recognized health researchers and organizations.
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov.
FORWARD LOOKING STATEMENTS This news release may include "forward-looking statements" regarding CDoor Corp., and its subsidiaries, business and project plans. Such forward looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where CDoor Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. CDoor Corp. does not undertake any obligation to update any forward looking statement, except as required under applicable law.
Contact:
Contacts:
SinoBiomed Investor Relations
Toll Free: 1-866-588-0829
Email: info@sinobiomed.com
--------------------------------------------------------------------------------
Source: Cdoor Corp.
repost worth a read imo...
http://www.thegaryhalbertletter.com/Newsletters/2005/11-09-05.htm
If you would like to know how someone can start with a simple idea... and then... generate over $51,000,000 in sales in just one year... this is going to be the most interesting message you will ever read.
Here is why: There's a guy in California named Carl Palmer who, until recently, was very wealthy and very bored. He got rich (the first time) by starting a company in 1970 which he sold out to Coca-Cola just three years later in 1973. As part of the deal, he had to sign a "non-compete" agreement with a duration of five years.
After that five years ended, he went back in business and built up another company which was soon acquired by the giant AMF Corporation. After that, Carl developed Shackley's reverse osmosis home water filtration system... and... in the first year... they did $51 million in sales with that product.
And so on.
You get the idea. What this guy does is, he comes up with enormously valuable inventions, starts a company to sell those inventions... and soon... he goes nuts with all the hassles of running a business... and so... he sells out (at a huge profit) to some giant corporation that has the resources and the clout to exploit the living daylights out of whatever it is he has invented.
But now, he has outdone himself. Now, at the request of the Seychelle Technologies, Inc., he has invented something that is needed by every human being in the world... and...
This Invention Is Almost
Certain To Generate Billions In Sales!
Here's how he came up with his latest invention. He's got a horse ranch somewhere near Pomona, California and one day he was out riding one of his horses... and... he was bored to tears! You see, this guy has a mind that just won't quit. So, he gets to wondering: "What would be the world's best product to develop? Is there anything that every human being on earth must have?"
Yes, there is. It's called water. It's tasteless, odorless, colorless and calorie-free... but... it is vital to all life on earth. It doesn't matter if you are a dog, a cat, a human being, an elephant or a mere microbe, water is essential. And there is no substitute. There are more than five billion people on this planet and every single one of those people needs about 2-1/2 quarts of water... every day... to keep healthy and stay alive.
No water, no life.
But, so what? There's more water on earth than there is earth, right? Yes, that's true. However, 97% of all that water is sea water. And sea water, of course, is just chock full of salt. Anyone who drinks only sea water will soon die of thirst and dehydration as that person's body tries desperately to flush out all that excess salt. Of course, we humans can use sea water... if... we remove the salt. But, that is very expensive!
Sea water is not a good choice for agriculture or industry either. It kills most crops and literally (and very quickly) rusts out most machinery.
In truth, only a mere 3% of the world's water is fresh, not salty. But, almost all of that fresh water is locked up in glaciers and ice caps or is deep underground. Which means...
Only A Measly 1% Of All The Water
On This Planet Is Easily Accessible To Mankind!
And, much of that water is so polluted it is killing thousands upon thousands of people every day... plus... it is making millions of us horribly sick.
Do you own a house? If so, go down into your basement with a hacksaw and cut off about an inch of one of your water pipes. Then, get yourself a strong flashlight and take a careful look at the inside of that water pipe. Guess what? Chances are, what you are looking at is NOT going to be pretty. Rust... Sediment... Lead... Dirt... Little flecks of animate matter such as rodent feces... Chlorine... Mercury... and... all sorts of other junk that is really bad news when you put it into your body.
Think about what this means: Even if the city where you live does a perfect job (it doesn't; it doesn't even come close) of purifying your water supply...
Your Water, After Traveling Through Several Miles Of Pipes,
Is Still Likely To Have Lots Of Horrible Stuff In It
When It Comes Out Of Your Faucet!
But, very likely, your city simply can't do a perfect job of cleaning up your water supply. The problem is just too overwhelming. So, what they do is, they dump chlorine in the water! Which, in a way, is good... because... chlorine kills a lot of those nasty, disease-causing bugs in the water. But hey, you know why it is able to kill all those bugs? It's very simple...
It's Because Chlorine Is Poison!
That's why most U.S. citizens have fewer cavities in their teeth these days: It's because the chlorine in our drinking water kills those little organic microbes that eat away at the enamel on our teeth. However, using a poison like chlorine to kill the "bad guy" microbes is sort of like undergoing chemotherapy when you have cancer. In other words, not only do the cancer cells get zapped; many of your non-cancerous cells also get zapped... and often... your hair falls out, you get extremely tired and your zest for life is considerably diminished.
Speaking of cancer, there are five different articles in certified publications from the EPA, Massachusetts General Hospital, University of Alabama, University of Georgia, and the University of Florida that all prove...
Drinking Chlorinated Water
Increases Your Chances Of
Dying From Cancer By 44%!
Plus, it has all kinds of other bad (horribly bad) effects on your health.
But wait! Don't go getting angry at your municipal water company. They are very likely doing the best job they can considering the huge problems they are trying to solve. Yes, it's true: Chlorine is bad for you. But, the "bad guys" that would otherwise still be alive in our water supply... if... it wasn't chlorinated... is truly the stuff of which nightmares are made.
When you start talking about E-coli, omoebic cysts, cryptosporidium, giordia and so on, you are talking about "biological villains" that cause...
Health Problems You Don't Even Want To Know About!
Again, chlorine is like chemotherapy: It's the lesser of two evils. In truth, any way you look at it, it's still a terrible situation.
So, what's the answer? Well, millions of Americans now have water filtration devices in their homes... and... that does solve part of the problem. However, when Carl Palmer was doing his research, he discovered 50% to 60% of all the water we drink in our lifetime...
Is Water We Drink Away From Home!
It's no wonder the bottled water industry is such a big business. How big is it? I'm glad you asked. Just in the United States alone, the annual sales volume of bottled water... is more... than... 4.2 billion dollars!
But, there's a couple of problems with bottled water: (1) First, there are about 350 different brands and not all of them are selling good water. Some of it is as bad as plain old ordinary tap water. Some of it is worse. In fact, some of it is ordinary tap water. What a racket: Fill a plastic bottle with water from a faucet... and then... sell it at a 2,000% markup! (2) Secondly, whether it's good or bad, all bottled water is expensive.
For example, in Miami Beach at a local convenience store, an 11-ounce bottle of Perrier sells for $1.40. If you bother to do the math, you'll discover this works out to $16.29 per gallon. Actually, because Miami Beach is a resort area and Perrier is one of the more costlier brands of bottled water, this per gallon price is higher than average. However, even in non-resort areas, the usual average price for bottled water is still very high, like maybe $7.00 or $8.00 per gallon.
Plus, almost every American who buys bottled water buys a lot of it. I mean really a lot! Let's face it: You need water every day. And, if you exercise, you need even more than other people. That's why many health-conscious Americans...
Spend More Than $1,600 Per Year
Just On Bottled Water!
But now, let's talk about something truly exciting. Imagine you go to a store and you buy yourself a bottle of Avian, Perrier, Arrowhead or any other brand of bottled water. Then, you drink the water from that bottle... but... instead of throwing the bottle away and going to the store to get another one... you fill up that empty bottle with water from your faucet... or... from a lake... or... from a river... or... even from a public swimming pool! Next, you put the cap back on the bottle... and... because that cap has an incredibly effective filter on the bottom of it, the water that now comes out of the bottle will be equal to... or better (in taste and purity) than the water you originally purchased.
Only... you didn't have to buy it again!
Which means, instead of paying $7.00 or $8.00 per gallon for bottled water (that is NOT even guaranteed to be pure) you end up getting water that IS guaranteed pure for mere pennies per gallon.
Plus, you don't have to run back to the store whenever you need more water.
Plus, you can take your bottle with its new, space-age, magic filter bottle cap... anywhere you go... even Mexico... and you will always have an endless supply of the purest water you can drink.
Sounds like a dream, doesn't it? Well, because of what Carl Palmer has developed for Seychelle Technologies, it is now a dream come true. You see, Carl is the inventor of the reverse osmosis water filtration system which is what he sold to Coca-Cola, AMF and Shakley. But, that's what Carl invented 27 years ago. It's still a very effective water filtration system and it's still in widespread use. However, the water filtration system Carl has now invented exclusively for Seychelle Technologies... is... leap years ahead... of any other system on the market... including... the one he personally invented 27 years ago.
One of the reasons Carl was able to create this amazing new filter is, he owns the world distribution rights to something called "sorbent media"... which... it turns out... is very likely to be the best water filtration material on this planet. One of the reasons is, it has a "pore size" of only two microns (many water filters have a pore size of 50 to 100 microns) which means that a much higher percentage of the toxic "bad guys" can't get through the filter.
Plus, this material is so thin, if you would unravel the amount of it compressed into this tiny, new, super-effective filter...
It Would Cover A Surface Area
Of 15,000 Square Feet!
This filter also has ionic properties... which means... it has the ability to chemically bond to volatile organic compounds often found in polluted water. In other words, it just reaches out and grabs them (they're another breed of disgusting "toxic villains") and holds them to the surface of the filter.
The bottom-line: Water passed through this filter is equal to... or even better... than the water found in any bottled water you can buy anywhere in the world.
The second bottom-line: Because of the unique materials used to create this filter, it can be miniaturized to the size of a walnut and still purify an enormous amount of water. So, what Seychelle Technologies now has ready to market is not water, it's a water bottle that purifies water. It's plastic. About the same size as a bottle of Avian, Perrier, Arrowhead or what have you... but... the difference is... the cap that goes on the bottle has an amazing ionic microfiltration device (it's a major trade secret) attached to the bottom of it... and... a small plastic straw going up through the top of the cap.
Fill the bottle with water (from almost any source), screw on the cap... and then... you can sip through the straw... and drink safe water from any location on earth!
This space-age water bottle retails for $29.95 and it will purify so much water...
You Can Refill It
More Than 1,000 Times!
To get that same amount of pure water (assuming it is pure) by purchasing bottled water, you would have to spend approximately $1,700.00!
Plus, you'd have to keep going back to the store over and over.
This invention saves lives! It has the potential of eradicating a significant percentage of human health problems. It is now being introduced on an emergency basis in Mexico, Argentina, China, Malaysia, Korea, India, and 11 other countries... and... some very private market research indicates that in 1998...
This Product Is Literally
Going To Swamp The U.S. Market!
Carl Palmer is extremely passionate about this invention.... because... as stated earlier... it can save lives and prevent an enormous amount of human misery. That's why he has chosen to work exclusively with Seychelle Technologies who... in turn... have agreed not to become involved with any other projects... so... they can focus 100% on the production and marketing of this one item!
Seychelle Technologies (located at 1920 Main Street, Suite 1020, Irvine, California 92614) has enormous growth potential. They are passionately committed to producing and marketing Carl Palmer's amazing new invention... as fast... as their financing will allow them to expand! If you would like to have more information on this exciting company, you are welcome to call and leave your name and address with one of the secretaries at Seychelle Technologies.
When you do that, you will be sent immediately (and free of charge) a video tape that features Carl Palmer explaining his invention... and... another man, DuSean Berkich (CEO of Seychelle Technologies) giving an overview of the company and its plans for expansion. Here's the number:
1-800-788-6653
MPPC was HPNG interesting....
"As a condition of this reverse merger, Hampden Group had to be free of all debt and liability."
HPNG Hampden Group, Inc. Completes Reverse Merger with Color Genesis, Inc.
Business Wire - October 6, 2006 5:30 AM (EDT)
Color Genesis, Inc., (DBA MyPhotopipe.com, Inc.) Goes Public by Acquiring Hampden Group, Inc. in a Reverse Merger Stock Exchange
SCOTTSDALE, Ariz., Oct 06, 2006 (BUSINESS WIRE) -- Hampden Group, Inc., (OTC PK: HPNG), a financial services company specializing in sub-prime loan programs, today announced that it has completed a share exchange with Color Genesis, Inc., a Georgia corporation currently doing business as MyPhotopipe.com, Inc. Going forward, Hampden Group, Inc. stock will be traded under the new symbol "MPPC" on the Pinksheet Exchange and the company will change its name to MyPhotopipe.com, Inc., a Nevada corporation.
MyPhotopipe.com, Inc., a Georgia-based on-line photo processing lab, provides a variety of services and tools through their website to ensure the high level of quality expected by serious amateur and professional photographers alike. With 25 years of experience and millions of pictures processed, MyPhotopipe.com's website serves the processing needs of over 2,400 studios, and professional photographers.
Under the terms of the merger, all of the outstanding shares of MyPhotopipe.com common stock were transferred to Hampden Group for 220 million shares of Hampden Group common stock. Hampden Group shareholders received certificates for new shares in MyPhotopipe.com, Inc., at a 10 to 1 reverse split in exchange for their original Hampden Group shares. Former Hampden Group board members resigned their positions after electing new board members selected from the management of MyPhotopipe.com, Inc.
As a condition of this reverse merger, Hampden Group had to be free of all debt and liability. To accomplish this task and clear the way for this merger, the assets and substantial liabilities of Hampden Group, Inc. were acquired by Hampden Group Holdings, Inc., a privately-held, Nevada Corporation representing former Hampden Group, Inc. debt-holders.
"When we took over the company in September of last year, it was with the understanding that it would be properly funded to execute our vision for a viable and profitable business. After a year of executing on a shoe-string budget, it became very clear that continuing on this path would not yield a successful result," said Randy Humphrey, CEO of Hampden Group, Inc. "We see this as a great opportunity for Hampden Group investors to realize some return on their original investment."
About Hampden Group, Inc.
Hampden Group, Inc. (HGI) (OTC PK: HPNG) founded in 2004, is a publicly traded financial services company headquartered in Scottsdale, Arizona. HGI owns and operates several Internet websites providing short-term financing in the lucrative sub-prime loan market. The Hampden Group is currently engaged in the business of funding payday loans/cash advances, auto title loans, providing 3rd party financing programs for independent auto dealerships, and cash advance outsourcing for Professional Employer Organizations (PEOs), employers, and payroll processing companies.
Safe Harbor for Forward-Looking Statements:
Certain statements made in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the plans and objectives of management for future operations and anticipated results of operations. For this purpose, any statements contained herein or incorporated herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words, "believes", "anticipates", "proposes", "plans", "expects", and similar expressions are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements made in this press release are based on current expectations that involve numerous risks and uncertainties, including but not limited to those that might be described herein. Although the Company believes that its assumptions are reasonable, any of the assumptions could prove inaccurate.
SOURCE: Hampden Group, Inc.
Hampden Group, Inc., Scottsdale
Randy Humphrey, 480-607-5750
rhumphrey@hampdengroupinc.com
Copyright Business Wire 2006
MPPC - myPhotopipe.com Wins Contract from Department of Homeland Security
Thursday March 1, 3:37 pm ET
Company to Provide Photographic Printing and Design Support Services to DHS
ATLANTA, March 1 /PRNewswire-FirstCall/ -- myPhotopipe.com, Inc. (OTC: MPPC.PK - News), a web-based online provider of digital photo processing and related services, today announced that it has been awarded a contract from the U.S. Department of Homeland Security (DHS). The award calls for myPhotopipe.com to provide photographic printing and design support services to the DHS Office of Public Affairs. The Office of Public Affairs chronicles the agency's responders, documents incident response teams, travels with Secretary Michael Chertoff, and provides photographic prints to the agency's internal users as well as to the media and the general public.
ADVERTISEMENT
(Logo: http://www.newscom.com/cgi-bin/prnh/20061006/CLF033LOGO )
"This is a milestone event in our Company's history, and a real credit to our focus on the professional segment of the fast-growing digital photo processing market," stated L. Douglas Keeney, Chief Executive Officer of myPhotopipe.com, Inc. "We are pleased to make this announcement, especially given the fact that we were competing against 12 other companies, including a number that were much larger than us. Homeland Security has told us that a significant factor in their decision to select myPhotopipe.com involved recommendations from our current customers. They were also pleased with our use of digital templates, our digital photo tools and our Internet resources."
"The importance of this contract extends beyond the very significant revenue potential it represents, because it dramatically illustrates why the digital camera and the photographic print are enjoying such a renaissance. No matter where DHS operates, a digital camera is available, and our online photo processing tools allow the federal government to effectively document its response to a natural disaster or other incident with a photo montage, or to record a visit from the Secretary with an autographed photograph. We are thrilled, and at the same time honored, to help one of the largest branches of the United States government accomplish its mission."
The Department of Homeland Security, which was created in 2002, has 180,000 employees and includes the following agencies, among others: Transportation Security Administration (TSA), U.S. Customs and Border Protection, U.S. Citizenship and Immigration Services, U.S. Immigration Customs Enforcement, U.S. Secret Service, Federal Emergency Management (FEMA), and the U.S. Coast Guard.
About myPhotopipe.com, Inc.
myPhotopipe.com, Inc. is a web-based (2.0) online provider of digital photo processing, photo finishing, photo sharing, and related services. The Company's unique blend of 94 print options, combined with manual print inspections and professional color management, have positioned myPhotopipe.com as one of the fastest-growing providers of digital photography services for professionals and serious amateurs.
The Company is headquartered in Atlanta, Georgia, and its common stock is listed on the OTC Pink Sheets under the symbol "MPPC". Additional information is available on the Internet at www.myPhotopipe.com.
Contact:
L. Douglas Keeney, CEO, at (502) 419-5837 or via email at
dougk@myphotopipe.com
or
R. Jerry Falkner, CFA, RJ Falkner & Company, Inc., Investor Relations
Counsel at (830) 693-4400 or via email at info@rjfalkner.com
--------------------------------------------------------------------------------
Source: myPhotopipe.com, Inc.
If that was the case I would be posting news there again.
"that way maybe only you & RAGER can post on the BREAKING NEWS board in the AM!"
On watch, (.14) HABE Haber Inc. Using Its Environmentally Friendly Gold Recovery Process to Recover "Green Gold" From Ores and E-scrap in US Without the Use of Cyanide or Mercury - Market Wire
nice flip on CBRP after all.
CBRP moving ...no fill by TDA big surprise NOT (pos)
CBRP news out on watch
lol...morn. Vera
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