Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Sector 10 Subsidiary, First Diversified Equities, Enters Into Diabetes Product Equity Agreement With NSC GlobeNewswire "Press Releases"
SALT LAKE CITY , Feb. 24, 2011 (GLOBE NEWSWIRE) -- Sector 10, Inc. (OTCBB:SECI) announced today that its wholly owned subsidiary, First Diversified Equities, Inc. has entered into an equity purchase agreement with NSC, LLC . NSC holds the exclusive right to distribute in the United States the diabetic supplement drinks known as "Sugar Crush" and " Sugar Crush Daily ."
The Sugar Crush product line is owned byNaturEra Corporation, which has granted an exclusive right to NSC to offer such products in the U.S. NSC has entered into the following agreements:
Entered into a contract with Liberty Diabetic suppliers, one of the world's largest and most recognizable names in the distribution of diabetic supplies.
Entered into an agreement with Invacare , one of the world's largest wholesale suppliers with $1.8 billion in annual sales.
Entered into an agreement with DLife, one of the leading on-line diabetes resource web sites.
Entered into a spokesperson contract with former CNN reporter and talk show host, Larry King .Mr. King, a diabetic himself, will provide TV, Radio and Newspaper media interviews and testimony in support of such products.
The agreement with NSC affords First Diversified the opportunity to capitalize three ways on the investment:
First Diversified shall acquire 18% interest in NSC, United States.The U.S. diabetic population is 26 million and rising.
NaturEra will grant to First Diversified an exclusive right (100%) to distribute the Sugar Crush products in China , the world's largest diabetic market with over 90 million people suffering from diabetes.
NaturEra will grant to First Diversified an exclusive right (100%) to distribute the Sugar Crush products in India , the second largest diabetic market with over 50 million people suffering from diabetes.
Sugar Crush and Sugar Crush Daily are natural, clinically tested, liquid dietary supplements.Robust human clinical studies have been completed for each product.The American Association of Diabetic Educators (AADE) has accepted a clinical study regarding the Sugar Crush product line. The product line is currently manufactured in Israel .
Dr. Raphael Kellman said, "I have studied the clinical effects of the diabetic herbal supplement called Sugar Crush.I have clinically evaluated 30 patients with the use of Sugar Crush and have found that in 26 out of 30 patients there was a significant decrease in fasting blood glucose and fasting insulin.The decrease in fasting insulin went down on an average of 20 to 13 and blood glucose drop from an average of 180 to 125 over a ten-week period.Many of my patients are able to decrease and/or eliminate their diabetes medications."
For the facts on Sugar Crush go to
www.BuySugarCrush.com
FORWARD-LOOKING STATEMENTS
This press release may include "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. All statements, other than statements of historical facts, included in this press release that address activities, events or development that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company's actual results to differ materially from those implied or expressed by the forward-looking statements. The Company assumes no duty whatsoever to update these forward-looking statements or to conform them to future events or developments.
CONTACT: IR@sector10.com LMadison@sector10.com (206) 853-4866
Source: Sector 10, Inc.
from Stockroach.com
Everyone’s favorite MaryJane stock released some huge news right before market close about how their extract seems to be killing cancer cells in patients being treated through Rockbook.
Read all about this jaw dropping news here: http://ih.advfn.com/p.php?pid=nmona&article=46574157&symbol=CBIS
If there is one thing that can send a biotech soaring it’s the news of one of it’s products being used as a treatment for cancer.
CBIS closed up 103% as traders could not get enough shares during power hour, and it appears as though the buying frenzy will continue in the morning as more and more people are alerted to this new CBIS breakthrough.
So keep your eyes on this one in the morning my saavy roacheros. Don’t say that I didn’t give you all a heads up.
Senorita “puff puff pass” Roachita
Disclosure: This corporate profile is provided for information purposes only and should not be used as the basis for any investment decision. We are neither licensed nor qualified to provide investment advice. We were not paid, nor do we hold a position in this stock. We reserve the right to buy or sell CBIS at any time after this post.
We will pursue and acquire intra-state generated data to make these cancer medicines available to the public at large as rapidly as possible. To accomplish this goal, we will seek accelerated FDA approval. We are on the verge of a revolution in medicine. Cannabis is now returning to modern medicine for all the right reasons. State generated results give us a unique ability to acquire scientific and clinical data for cannabis-based cancer treatments. As previously announced, we will use our new laboratory facility to house analytical instrumentation, tissue culture, clean rooms and additional necessary equipment. This facility will meet or exceed all federal, state, and local requirements to allow for the necessary for FDA clinical trials.”
Current report filing (8-K)
Date : 02/22/2011 @ 1:42PM
Source : Edgar (US Regulatory)
Stock : (OCTI)
Quote : 0.05 0.006 (13.64%) @ 1:25PM
- Current report filing (8-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2011
OCTuS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-21092 33-0013439
(State or other jurisdiction of incorporation) (Commission
File Number) (IRS Employer
Identification No.)
2020 Research Drive, Suite 110
Davis, CA 95618
530-564-0200
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Current Report on Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference. The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K by reference, and the consolidated financial statements and notes thereto included in our annual and quarterly reports. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.
You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.
In this Current Report on Form 8-K, references to “we,” “our,” “us,” “OCTuS, Inc. “OCTI”, “Registrant” or the “Company” refer to OCTuS Inc.., a Necada corporation.
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 15, 2011, Registrant entered into an Acquisition Agreement with Alternative Energy Partners, Inc. (“AEGY”), under which Registrant, a Nevada corporation with its principal offices located in Davis, California, will acquire from AEGY its ownership of all of the issued and outstanding stock of Élan Energy Corp., and Sunarias Corporation in exchange for 100 percent of a newly issued class of preferred stock, designated as Series E Convertible Preferred Stock, to be held by an agent, until (1) Registrant has authorized sufficient shares of common stock, and (2) Registrant has registered sufficient underlying common shares to be issued to the shareholders of AEGY, as provided in the Acquisition Agreement. When these two conditions have been met, the Series E Preferred Stock of Registrant will automatically convert into 100 million shares of common stock and will be distributed on a proportionate basis to the shareholders of record of AEGY on February 25, 2011. Prior to the signing of the Acquisition Agreement, there was no relationship between Registrant or any subsidiary or affiliate of Registrant, and AEGY or any affiliate of AEGY.
2
--------------------------------------------------------------------------------
AEGY is a publicly traded (OTC BB: AEGY), SEC reporting company incorporated in Florida engaged in the development and installation of alternative energy products and energy management solutions that enable public sector and private organizations to reduce their energy expenses. OCTuS provides building efficiency services to significantly reduce the utility costs of commercial and institutional buildings through the combination of energy-efficient lighting, HVAC and water management systems and products. This is the same basic market segment in which Sunarias Corp. operates, and Registrant will use the platform of commercial HVAC companies operating under Élan Energy to expand these energy technologies. The transaction is scheduled to close on or before March 15, 2011.
On February 15, 2011, Registrant also signed an Investment Agreement with Lin-Han Equity Corporation, a privately held California corporation, under which Lin-Han will acquire 50 million common shares and 40,000 shares of Series D Convertible Preferred Stock of Registrant in exchange for a total of 35,000 shares of common stock of Healthcare of Today, Inc., a California corporation, valued in the Investment Agreement at $630,000. The Series D Preferred Stock carries voting rights equal to 51 percent of the outstanding vote, and is convertible into common shares at the election of the holder equal to 51 percent of the resulting common shares of Registrant then outstanding.
Also as part of the Investment Agreement, the existing operating business of Registrant will be distributed to a new wholly-owned subsidiary of Registrant, where it will continue operations. The existing management of Registrant will resign from their positions as officers and directors of Registrant and will assume management positions in the new operating subsidiary.. Furthermore, Lin-Han shall provide the wholly-owned subsidiary new working capital of an agreed amount of up to Two Hundred Fifty Thousand Dollars ($250,000). An additional investment with the amount and terms to be agreed upon prior to Closing will be provided to the subsidiary for expansion and development of the current business which shall be funded by Lin-Han from a source or sources arranged by it within 60 days after Closing. Conversion of any Preferred Shares to be issued at Closing hereunder to Common Stock will be contingent upon the consummation of these financings.
The Investment Agreement also provides that all existing liabilities of Registrant will be resolved or brought current, that there will be no defaults or delinquencies in any outstanding liabilities, and that all remaining liabilities will have a term ending at least six months after closing. Registrant previously announced in December, 2010 that it has received notice of default on a $500,000 loan due to an unrelated third party, which default must be resolved to the satisfaction of Lin-Han before closing. The transaction is scheduled to close on or before March 15, 2011.
3
--------------------------------------------------------------------------------
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Acquisition Agreement dated February 15, 2011 between Alternative Energy Partners, Inc. and OCTuS, Inc.
2.2 Certificate of Designations of Series E Convertible Preferred Stock of OCTuS, Inc.
2.3
2.4
Investment Agreement dated February 15, 2011 between Lin-Han Equity Corp. and OCTuS, Inc.
Certificate of Designations of Series D Convertible Preferred Stock of OCTuS, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OCTuS, INC.
Date: February 22, 2011 By: /s/ Christian Soderquist
Christian Soderquist, President and CEO
OCTI 8K OUT JUST NOW
OCTI 8K OUT JUST NOW
OCTI 8K out now regarding acquisitions
OCTI 8K Out Just now...
OCTI Octus Announces Definitive Agreements to Acquire Two Energy Companies and Receive
Growth Capital
DAVIS, CA, Feb 22, 2011 (MARKETWIRE via COMTEX) -- Octus, Inc. (OCTI), a leading
building efficiency company, today announced the signing of a definitive
agreement with Alternative Energy Partners, Inc. (AEGY) to acquire one hundred
percent of Elan Energy Corp. and Sunarias Corporation in exchange for common
shares of Octus. AEGY previously acquired Elan Energy Corp. and its operating
subsidiary, R.L.P. Mechanical Contractors, Inc., in a transaction with a stated
value of $5 million, and acquired Sunarias in a transaction with a stated value
of $2 million.
In addition, Octus signed a definitive agreement with Lin Han Equity Corporation
to transfer majority ownership of Octus to Lin Han, in exchange for common stock
in privately-held Healthcare of Today, Inc., and working capital to fund Octus's
growth strategy.
"The addition of Elan Energy, a proven, profitable and vibrant HVAC and
refrigeration efficiency contractor, immediately boosts Octus's financial
strength, customer offerings and market reach," said Octus CEO Chris Soderquist.
"Market demand for combined energy and water-saving solutions, coupled with
utility company rebates and project financing, has increased steadily in the last
few months and these transactions will enable Octus to aggressively pursue
existing and new business opportunities."
As part of the transaction, the existing business operations of Octus will be
transferred to a new, wholly-owned subsidiary operating company, and Octus will
become a public holding company for its operating subsidiaries, providing
administrative and related services to the entire corporate group.
Both transactions are expected to close by March 15, 2011 pending completion of
standard closing activities and due diligence. A summary of the transactions and
copies of the definitive agreements are available via a Form 8(k) filed by Octus
today.
About Octus, Inc. Octus, Inc. (OCTI) is a leading building efficiency company
headquartered in Davis, California that significantly reduces the utility costs
of commercial and institutional buildings through energy-efficient lighting, HVAC
and water management systems and products. Octus' project development division,
Quantum Energy Solutions, has completed more than 1,500 smart energy projects for
300-plus clients including ARCO, Bank of America, Blockbuster, Chevron, Delta
Airlines, Frito Lay, Hewlett-Packard, Home Depot, Ikea, Nabisco, Pepsi, Petco,
Safeway, Sears, Siemens, and University of California.
Forward-Looking Statements This press release contains forward-looking
statements, including, without limitation, statements as to financial projections
and management's beliefs, expectations, goals and opinions. The company does not
undertake to update or revise these statements, which are based on a number of
assumptions concerning future conditions that may ultimately prove to be
inaccurate. Future events and their effects on the company may not be those
anticipated, and actual results may differ materially from the results
anticipated in these forward-looking statements. The risks, uncertainties and
factors that could cause or contribute to such material differences are discussed
in the company's annual report on Form 10-K for the year ended December 31, 2009,
filed by the company with the Securities and Exchange Commission, as updated or
supplemented from time to time in subsequent filings. In addition, this press
release contains a number of forward-looking statements concerning anticipated
operations for 2011. The company has only recently become engaged in the smart
energy business and does not have a history of operations on which future results
can be based.
Contact:
Chris Soderquist
Octus
Email Contact
530/564-0200
http://octusenergy.com
SOURCE: Octus, Inc.
http://www2.marketwire.com/mw/emailprcntct?id=87480F78E1512FB5
http://octusenergy.com/
Copyright 2011 Marketwire, Inc., All rights reserved.
OCTI
Octus Announces Definitive Agreements to Acquire Two Energy Companies and Receive
Growth Capital
DAVIS, CA, Feb 22, 2011 (MARKETWIRE via COMTEX) -- Octus, Inc. (OCTI), a leading
building efficiency company, today announced the signing of a definitive
agreement with Alternative Energy Partners, Inc. (AEGY) to acquire one hundred
percent of Elan Energy Corp. and Sunarias Corporation in exchange for common
shares of Octus. AEGY previously acquired Elan Energy Corp. and its operating
subsidiary, R.L.P. Mechanical Contractors, Inc., in a transaction with a stated
value of $5 million, and acquired Sunarias in a transaction with a stated value
of $2 million.
In addition, Octus signed a definitive agreement with Lin Han Equity Corporation
to transfer majority ownership of Octus to Lin Han, in exchange for common stock
in privately-held Healthcare of Today, Inc., and working capital to fund Octus's
growth strategy.
"The addition of Elan Energy, a proven, profitable and vibrant HVAC and
refrigeration efficiency contractor, immediately boosts Octus's financial
strength, customer offerings and market reach," said Octus CEO Chris Soderquist.
"Market demand for combined energy and water-saving solutions, coupled with
utility company rebates and project financing, has increased steadily in the last
few months and these transactions will enable Octus to aggressively pursue
existing and new business opportunities."
As part of the transaction, the existing business operations of Octus will be
transferred to a new, wholly-owned subsidiary operating company, and Octus will
become a public holding company for its operating subsidiaries, providing
administrative and related services to the entire corporate group.
Both transactions are expected to close by March 15, 2011 pending completion of
standard closing activities and due diligence. A summary of the transactions and
copies of the definitive agreements are available via a Form 8(k) filed by Octus
today.
About Octus, Inc. Octus, Inc. (OCTI) is a leading building efficiency company
headquartered in Davis, California that significantly reduces the utility costs
of commercial and institutional buildings through energy-efficient lighting, HVAC
and water management systems and products. Octus' project development division,
Quantum Energy Solutions, has completed more than 1,500 smart energy projects for
300-plus clients including ARCO, Bank of America, Blockbuster, Chevron, Delta
Airlines, Frito Lay, Hewlett-Packard, Home Depot, Ikea, Nabisco, Pepsi, Petco,
Safeway, Sears, Siemens, and University of California.
Forward-Looking Statements This press release contains forward-looking
statements, including, without limitation, statements as to financial projections
and management's beliefs, expectations, goals and opinions. The company does not
undertake to update or revise these statements, which are based on a number of
assumptions concerning future conditions that may ultimately prove to be
inaccurate. Future events and their effects on the company may not be those
anticipated, and actual results may differ materially from the results
anticipated in these forward-looking statements. The risks, uncertainties and
factors that could cause or contribute to such material differences are discussed
in the company's annual report on Form 10-K for the year ended December 31, 2009,
filed by the company with the Securities and Exchange Commission, as updated or
supplemented from time to time in subsequent filings. In addition, this press
release contains a number of forward-looking statements concerning anticipated
operations for 2011. The company has only recently become engaged in the smart
energy business and does not have a history of operations on which future results
can be based.
Contact:
Chris Soderquist
Octus
Email Contact
530/564-0200
http://octusenergy.com
SOURCE: Octus, Inc.
http://www2.marketwire.com/mw/emailprcntct?id=87480F78E1512FB5
http://octusenergy.com/
Copyright 2011 Marketwire, Inc., All rights reserved.
OCTI Octus Announces Definitive Agreements to Acquire Two Energy Companies and Receive
Growth Capital
DAVIS, CA, Feb 22, 2011 (MARKETWIRE via COMTEX) -- Octus, Inc. (OCTI), a leading
building efficiency company, today announced the signing of a definitive
agreement with Alternative Energy Partners, Inc. (AEGY) to acquire one hundred
percent of Elan Energy Corp. and Sunarias Corporation in exchange for common
shares of Octus. AEGY previously acquired Elan Energy Corp. and its operating
subsidiary, R.L.P. Mechanical Contractors, Inc., in a transaction with a stated
value of $5 million, and acquired Sunarias in a transaction with a stated value
of $2 million.
In addition, Octus signed a definitive agreement with Lin Han Equity Corporation
to transfer majority ownership of Octus to Lin Han, in exchange for common stock
in privately-held Healthcare of Today, Inc., and working capital to fund Octus's
growth strategy.
"The addition of Elan Energy, a proven, profitable and vibrant HVAC and
refrigeration efficiency contractor, immediately boosts Octus's financial
strength, customer offerings and market reach," said Octus CEO Chris Soderquist.
"Market demand for combined energy and water-saving solutions, coupled with
utility company rebates and project financing, has increased steadily in the last
few months and these transactions will enable Octus to aggressively pursue
existing and new business opportunities."
As part of the transaction, the existing business operations of Octus will be
transferred to a new, wholly-owned subsidiary operating company, and Octus will
become a public holding company for its operating subsidiaries, providing
administrative and related services to the entire corporate group.
Both transactions are expected to close by March 15, 2011 pending completion of
standard closing activities and due diligence. A summary of the transactions and
copies of the definitive agreements are available via a Form 8(k) filed by Octus
today.
About Octus, Inc. Octus, Inc. (OCTI) is a leading building efficiency company
headquartered in Davis, California that significantly reduces the utility costs
of commercial and institutional buildings through energy-efficient lighting, HVAC
and water management systems and products. Octus' project development division,
Quantum Energy Solutions, has completed more than 1,500 smart energy projects for
300-plus clients including ARCO, Bank of America, Blockbuster, Chevron, Delta
Airlines, Frito Lay, Hewlett-Packard, Home Depot, Ikea, Nabisco, Pepsi, Petco,
Safeway, Sears, Siemens, and University of California.
Forward-Looking Statements This press release contains forward-looking
statements, including, without limitation, statements as to financial projections
and management's beliefs, expectations, goals and opinions. The company does not
undertake to update or revise these statements, which are based on a number of
assumptions concerning future conditions that may ultimately prove to be
inaccurate. Future events and their effects on the company may not be those
anticipated, and actual results may differ materially from the results
anticipated in these forward-looking statements. The risks, uncertainties and
factors that could cause or contribute to such material differences are discussed
in the company's annual report on Form 10-K for the year ended December 31, 2009,
filed by the company with the Securities and Exchange Commission, as updated or
supplemented from time to time in subsequent filings. In addition, this press
release contains a number of forward-looking statements concerning anticipated
operations for 2011. The company has only recently become engaged in the smart
energy business and does not have a history of operations on which future results
can be based.
Contact:
Chris Soderquist
Octus
Email Contact
530/564-0200
http://octusenergy.com
SOURCE: Octus, Inc.
http://www2.marketwire.com/mw/emailprcntct?id=87480F78E1512FB5
http://octusenergy.com/
Copyright 2011 Marketwire, Inc., All rights reserved.
Octus Announces Definitive Agreements to Acquire Two Energy Companies and Receive
Growth Capital
DAVIS, CA, Feb 22, 2011 (MARKETWIRE via COMTEX) -- Octus, Inc. (OCTI), a leading
building efficiency company, today announced the signing of a definitive
agreement with Alternative Energy Partners, Inc. (AEGY) to acquire one hundred
percent of Elan Energy Corp. and Sunarias Corporation in exchange for common
shares of Octus. AEGY previously acquired Elan Energy Corp. and its operating
subsidiary, R.L.P. Mechanical Contractors, Inc., in a transaction with a stated
value of $5 million, and acquired Sunarias in a transaction with a stated value
of $2 million.
In addition, Octus signed a definitive agreement with Lin Han Equity Corporation
to transfer majority ownership of Octus to Lin Han, in exchange for common stock
in privately-held Healthcare of Today, Inc., and working capital to fund Octus's
growth strategy.
"The addition of Elan Energy, a proven, profitable and vibrant HVAC and
refrigeration efficiency contractor, immediately boosts Octus's financial
strength, customer offerings and market reach," said Octus CEO Chris Soderquist.
"Market demand for combined energy and water-saving solutions, coupled with
utility company rebates and project financing, has increased steadily in the last
few months and these transactions will enable Octus to aggressively pursue
existing and new business opportunities."
As part of the transaction, the existing business operations of Octus will be
transferred to a new, wholly-owned subsidiary operating company, and Octus will
become a public holding company for its operating subsidiaries, providing
administrative and related services to the entire corporate group.
Both transactions are expected to close by March 15, 2011 pending completion of
standard closing activities and due diligence. A summary of the transactions and
copies of the definitive agreements are available via a Form 8(k) filed by Octus
today.
About Octus, Inc. Octus, Inc. (OCTI) is a leading building efficiency company
headquartered in Davis, California that significantly reduces the utility costs
of commercial and institutional buildings through energy-efficient lighting, HVAC
and water management systems and products. Octus' project development division,
Quantum Energy Solutions, has completed more than 1,500 smart energy projects for
300-plus clients including ARCO, Bank of America, Blockbuster, Chevron, Delta
Airlines, Frito Lay, Hewlett-Packard, Home Depot, Ikea, Nabisco, Pepsi, Petco,
Safeway, Sears, Siemens, and University of California.
Forward-Looking Statements This press release contains forward-looking
statements, including, without limitation, statements as to financial projections
and management's beliefs, expectations, goals and opinions. The company does not
undertake to update or revise these statements, which are based on a number of
assumptions concerning future conditions that may ultimately prove to be
inaccurate. Future events and their effects on the company may not be those
anticipated, and actual results may differ materially from the results
anticipated in these forward-looking statements. The risks, uncertainties and
factors that could cause or contribute to such material differences are discussed
in the company's annual report on Form 10-K for the year ended December 31, 2009,
filed by the company with the Securities and Exchange Commission, as updated or
supplemented from time to time in subsequent filings. In addition, this press
release contains a number of forward-looking statements concerning anticipated
operations for 2011. The company has only recently become engaged in the smart
energy business and does not have a history of operations on which future results
can be based.
Contact:
Chris Soderquist
Octus
Email Contact
530/564-0200
http://octusenergy.com
SOURCE: Octus, Inc.
http://www2.marketwire.com/mw/emailprcntct?id=87480F78E1512FB5
http://octusenergy.com/
Copyright 2011 Marketwire, Inc., All rights reserved.
Some more info about the CEO:
CEO :TaehoanPark•Established : May 3, 2001•Paid-in capital : US$1 Million•Major business alliance & customers-Domestic : SKT, KTF, LGT, KT, LGCNS, KBS, ETRI-Overseas : Sprint, Clearwire, Telefonica, Vibo, Smart, S-Fone, Telstra•Home Page : www.hutech21.com•Location : #113 & 201, Daeryungtechnotown?, 448, Gasan-Dong, Geumcheon-Gu, Seoul, Korea?
History2001May : EstablishedcorporationJul. : Established R&D centerNov. : Developed PCS fiber optic repeater expansion unit Apr. : Moved office at current locationMay : Supplied & installed PCS fiber optic repeater expansion unit Jul. : Got the license for ICT construction & maintenanceDec. : Obtained ISO9001;2000 certification2002Jan. : Selected as an INNO-BIZ company by SMBAMay : Provided GSM band & ch. selective repeaters (Philippines) Jul. : Designated as an Superior-Tech company by Tech Credit FirmAug. : Supplied WCDMA RF repeater2003
I. About HT21
?History
Jan. : Developed GSM M/W repeater (Indonesia)Jul. : Selected as an Components & Material Expert company by MOCIEDec. : Developed WCDMA RF repeater (Taiwan)
2004Mar. : Supplied cellular & WCDMA dual band RF repeater May : Developed DTV repeater VSB re-modulator ASIC for Ministry of ICOct. : Supplied cellular M/W repeaterDec. : Developed DTV repeater OCR technology for Ministry of IC2005May : Developed DTV TxIDanalyzer for Ministry of ICJun. : Supplied Cellular & WCDMA dual band M/W repeaterNov. : Obtained ISO9001;14001 certification
2006Jul. : Developed Mobile WiMAXRF Repeater (USA)Sep. : Field Test of DTxRwith KBSNov. : Lab Test of EDOCR with Canada CRC in Ottawa 2007
http://www.tradekorea.com/product-detail/P00066691/Repeater.html
Rank Country 2009 2010
Price Increasing Rate Price Increasing Rate
Total $1,536,173,175 -3.5% $1,789,099,264 16.5%
1 Pr.China $727,722,524 -6.1% $831,489,185 14.26%
2 Hong Kong $460,932,229 45.72% $449,621,164 -2.45%
3 Brazil $95,316,322 -45.9% $153,945,588 61.51%
4 U.S.A $65,483,347 1.72% $78,822,360 20.37%
5 Viet Nam $781,106 -38.34% $62,035,062 7841.95%
6 India $36,503,730 -23.28% $58,805,716 61.1%
7 Japan $20,313,012 -22.31% $18,422,236 -9.31%
8 Austria $3,926,990 58.43% $17,354,391 341.93%
9 Netherland $14,033,348 -18.7% $14,960,607 6.61%
10 Mexico $30,061,358 -19.54% $13,325,358 -55.67%
Model Number WCDMA ICS (Interference Cancellation System)
What is ICS (Interference Cancellation System) Repeater ?
This repeater is new system with an interference cancellation function which cancels the feedback interference automatically with DSP (Digital Signal Processing) between donor and service antenna.
Needs ICS
* Cell extension through increased coverage areas( 2~ 3.5Km)
* Highway, Street or Rural Shadow area
* Low price repeater, Easier installation, Reduce Operation cost
* Simplicity : installation. Operation, Upgrade
* No need for a fiber optic cable and an optic module
* Stability of service quality
this works in all the countries and right now they are targeting the US market....
yes and see their website, they have customers all over the world.
This is huge.... See this http://www.hutech21.com/eng/cnt/tele/tele020101.html
and its USA Federal Government Central Contractor registered according to the website...
I meant that this is not dilution....
Usually T-trades are from the trades happened during the day and the brokers posting it after the bell.
How high are we expecting?.. just got in..
Brit,
got this filing from http://www.sec.gov/Archives/edgar/data/1177019/000120445911000352/form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2011
TENSAS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-49948 59-3283225
(Commission File Number) (IRS Employer Identification No.)
7322 SOUTHWEST FRWY STE. 1100
HOUSTON, TX. 77074
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 532-5649
2640 Fountainview Ste. 139, Houston, TX. 77057
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
--------------------------------------------------------------------------------
Item 5.01. Change in Control of Registrant.
On January 31, 2011, Marcellous McZeal, Chairman and Chief Executive Officer of PGI Energy, Inc., a Delaware corporation, formerly Tensas, Inc. and a buyers group, acquired approximately 75% of the outstanding shares of the Company directly from Lloyd Broussard and Yvonne Hardy, majority shareholders holding 80% of the outstanding shares of common stock and 2/3 of the class B preferred stock constituting a super majority of the voting rights. Our Company was previously incorporated as OSF Financial Services, Inc in the State of Delaware on July 24, 2003, for the purpose of , mortgage banking providing residential loans in the State of Texas. Previous management, however, was unable to successfully maintain operation of the business, and as a consequence, we heretofore changed the company name to Tensas, Inc and had no business operations from 2004-present. In Fall 2010, we began to seek out a partner with which to merge and engage in an alternative business plan. On January 31, 2011, we entered into an Agreement to Sale the Majority Shares we held (the “Share Purchase Agreement”) with a buyers group and re-name the Company PGI Energy, Inc., for the purpose of establishing an energy holding company, headquartered in Houston, Texas. The company’s purpose is to acquire assets in the proven producing oil and gas assets, refinery and pipeline sectors of the energy industry and other synergistic assets. The company will only acquire proven producing, and income producing assets. Funding Structures: We will acquire assets under traditional debt, revolving credit facility, Limited Partnership, direct equity ownership of assets, special purpose entity to hold assets, with the company maintaining controlling interest or joint venture interest. We may at our discretion leverage assets and to finance projects through off balance sheet methods of third party lender or investor such as establishing a special purpose entity to hold an asset being acquired through a joint venture agreement with a third party and taking out a loan under said entity through traditional debt structure, mezzanine debt structure or structured finance through the debt markets for rated corporate debt, upon which these transactions may properly categorized as off-balance sheet transaction if PGI Energy owns less than 50% of the entity or assets. The Company will fully disclose said transaction to its shareholders and provide supporting information within its financial reports to maintain transparency.
We, PGI Energy, Inc., formerly known as Tensas, Inc. (the “Company”, “we”, “us” or “our”), are providing the enclosed information statement to you in order to notify you of and provide you with information regarding action taken by stockholders holding more than a majority of our voting power. In particular, such action taken authorized the following:
1. the adoption of amended and restated articles of incorporation and bylaws, which among other things, include the following changes:
(a) an increase in the number of shares of common stock authorized for issuance from 255,020,000 to 1,000,000,000;
(b) a decrease in the par value per share of common stock from $0.001 per share to $0.01 per share;
(c) the authorization of 20,000,000 shares of undesignated preferred stock class c;
(d) changing our name to PGI Energy, Inc.
(e) change from a development stage company to a operating and fully reporting oil and gas company.
2. affecting a three for one stock split of our outstanding common stock by paying a dividend of two shares of common stock per share of common stock outstanding.
The foregoing actions were approved by written consent in lieu of a meeting of the Company’s stockholders holding more than a majority the voting power necessary to approve such actions and by our Board of Directors (the “Board of Directors”) on February 02, 2011.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On February 01, 2011, in conjunction with the acquisition of shares referenced above, Yvonne Hardy resigned as President and Chief Executive Officer and chair person of Tensas, Inc. and she remains a active board member as director. Ms. Diane Holt resigned as CFO and Treasurer and director of Tensas, Inc. The buyers group consisting of a majority shareholders proceeded to elect the following directors and appointment of officers on February 02, 2011:
Any link????
Kentucky Energy Announces Letter of Intent
Date : 02/08/2011 @ 7:42AM
Source : GlobeNewswire Inc.
Stock : Kentucky Energy, Inc. (QMIND)
Quote : 0.0045 0.0013 (40.62%) @ 9:39AM
Kentucky Energy Announces Letter of Intent
Kentucky Energy (USOTC:QMIND)
Intraday Stock Chart
Today : Tuesday 8 February 2011
Kentucky Energy, Inc. (Pink Sheets:QMIN) (Kentucky Energy), a Kentucky based operator of mineral related properties, today announced the signing of a letter of intent to sell their coal mining operations. The prospective buyers have credible assets and hope to close the transaction within a 90-day period allowing the company to continue its transition into the oil and natural gas sector. The Company recently entered into a venture development agreement on over 3,000 acres in Rockcastle County, Kentucky, with United States Energy Corp. (USE) to participate in their drilling projects. In anticipation to this endeavor, USE has surveyed three drill sites and is in the process of preparing permits for the drill sites.
Eugene Chiaramonte, Jr., President of Kentucky Energy, stated, "We are pleased to see all of the company's hard work rewarded as this pending sale of the Slater's Branch facility will result in a significant surplus of operating capital to commence our intended drilling efforts in the natural gas industry."
About Kentucky Energy, Inc.: Kentucky Energy, Inc. acquires and operates energy and mineral related properties in the southeastern part of the United States. The Company focuses its efforts on properties that produce quality compliance blend coal. For more information on Kentucky Energy, Inc., please visit our website: KentuckyEnergyInc.com.
Forward Looking Statement: This press release contains items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Kentucky Energy, Inc. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue-producing operations, lack of working capital, debt obligations, judgment and lien claims against Kentucky Energy, Inc. and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil and gas, and other energy prices, general economic conditions in markets in which Kentucky Energy, Inc. does business, extensive environmental and stock and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
CONTACT: Kentucky Energy, Inc.
Eugene Chiaramonte, Jr.
973-684-0035
www.kentuckyenergyinc.com
Stop posting the Same Questions without Having any shares
Thanks HDOG... got in AXGI after your alert. lets see how it churns out..
Thank you for your inputs...
HDOG... any idea about EBDC taking off, its related to MITD..
Still holding....
Still holding....
Still holding....
something related to charcoal soap company?...
Website directs to the japanese company.
Here is the translation..
I prefer to keep using soap is fittingly charcoal soap. Meeting will probably be more than 10 years ago. I started having met certain bath hot spring inn. It is also the hotel was good bath, just about the hotel, before dinner, walked into the bath and three times the next morning, charcoal soap is not helped at all.
And now I think I have a charcoal soap, not because of the bath is okay, I enjoy the hot spring inn in a very pleasant feeling smooth. I stopped at a kiosk in the hotel before going back and needless to say. I was very happy when you found it. Still far from the soap I used, but were expensive than your ordinary buns or purchased many pieces, including a souvenir to think that someone close to you be happy. Of course, even to myself I bought two.
Charcoal soap ?Ri?Geyou was trying to land a local product of the charcoal. Yara Yara also found rice crackers with your buns and charcoal good. So far, but could not challenge the coal is more than enough soap. Of course, it looks black.??Rashiku but look, good firm foam, I like bubbles out of the solder and Panakuyokutetotemo. Foam is a very pretty color gray. The nose is not about the air feels clean as a bathroom and somehow you are using. It is a totally my imagination, I think I think so because they've have an image of deodorizing charcoal. I had not seen the instruction manual so maybe there might be such effects.
I really like the fact that the air cleaning effect, the shiny feeling that you like is washing rise further. We have been using soap is also far higher price, it was not much to feel more shiny. I feel that the trip was really good meeting. Since then I got sent through the inn to continue using
added yesterday and today...
Bid 0.06 ask 0.12
thanks, i got in after your alert..
HDOG, Are you still in AMTA...
Ask is at 0.11...
thanks, i got in at higher price...
are we done?...