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CWPC - nice run ...
2.40 +0.43 2.40 2.41 2.42 2.02 2,111,404
CYPC - LOI is out ....
yesterday CYPC filled out 8K
Item 8.01 Other Events
On September 16, 2005, Century Pacific Financial Corporation (the
"Company"), a Delaware corporation, entered into a Letter of Intent to acquire
Versatile Entertainment, Inc., a California corporation ("Versatile") and Bella
Rose, LLC, a California limited liability company ("Bella Rose").
Versatile designs, develops, markets and distributes high fashion jeans,
knits and other apparel under the brand name "People's Liberation." Bella Rose
designs, develops, markets and distributes high fashion jeans, knits and other
apparel under the brand name "William Rast." Versatile and Bella Rose currently
sell their products in the United States and Japan directly to department stores
and boutiques and through distribution arrangements in Japan. Versatile was
established in April 2001 and commenced operations in July 2004, and Bella Rose
was formed and commenced operations in May 2005. Both companies are
headquartered in Los Angeles, California, and maintain two showrooms in New York
and Los Angeles.
Under the transactions contemplated under the Letter of Intent, the
Company will acquire all of the outstanding capital stock of Versatile and all
of the membership interests of Bella Rose. In the exchange, the Company will
issue shares of its convertible preferred stock ("Preferred Shares") to the
stockholders of Versatile and the members of Bella Rose (together, the "Existing
Holders"). The closing of the exchange transaction is subject to the ability of
Versatile and Bella Rose to obtain additional financing from investors.
Immediately after giving effect to the acquisition and the additional
financing, the Existing Holders and the investors participating in the financing
will own in the aggregate 95.3% of the Company's issued and outstanding shares
of common stock on a fully diluted and as-converted basis. At the close of the
transaction, it is contemplated that a new board of directors will be designated
by the Existing Holders. The current stockholders of the Company are expected to
own 4.7% of the issued and outstanding common stock after completion of the
exchange transaction and financing on a fully diluted and as-converted basis.
2
The completion of the acquisition is subject to certain conditions to
closing, including but not limited to, the negotiation and execution of a
definitive acquisition agreement, the delivery of audited financial statements
of Versatile and Bella Rose prepared in accordance with generally accepted
accounting principles in the United States of America, and required board,
stockholder and member approvals.
The acquisition agreement will provide that the Company take the following
corporate actions ("Actions") promptly following the closing of the exchange
transaction: (a) change the Company's name to a name selected by the Existing
Holders; and (b) a reverse stock split of the Company's common stock, on such
terms as mutually agreed to by the parties, to permit the Company to issue the
additional shares of its common stock upon the conversion of the Preferred
Shares and to allow the Company to have additional shares of authorized and
unissued common stock for other corporate purposes. The Preferred Shares will
automatically convert without further action of the holder thereof into shares
of the Company's common stock upon stockholder approval of the Actions. As a
condition of closing of the exchange transaction, Keating Reverse Merger Fund,
LLC and the Existing Holders will enter into a voting agreement under which each
of them agree to vote their shares of capital stock of the Company in favor of
the Actions following the Closing.
Subject to the satisfaction of the above conditions and other customary
conditions, the acquisition is presently expected to close in the fourth quarter
of 2005. However, there can be no assurances that the acquisition will be
completed.
The Company is currently a "shell company" with nominal assets and
operations whose sole business has been to identify, evaluate and investigate
various companies with the intent that, if such investigation warrants, a
reverse merger transaction be negotiated and completed pursuant to which the
Company would acquire a target company with an operating business with the
intent of continuing the acquired company's business as a publicly held entity.
3
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.
Century Pacific Financial Corporation
(Registrant)
Date: September 19, 2005 By: /s/ Kevin R. Keating
-----------------------------------------
Kevin R. Keating, President and Secretary
CYPC - quit similar situation as was with QRUS in April a few days before LOI was announced ...
CYPC - something is going on
Another Keatings darling is alive ...
0.45 +0.16 0.42 0.46 50x50 0.45 0.40 30,000
Keating's darlings rocks ... PDAC former CSTC
PDAC 0.25 +0.07 0.25 0.27 50x50 0.28 0.18 430,899
QRUS - did anybody check today's 8-K , any tougths on the deal ?
QRUS - just released 8-K , reverse merger anouncment
QRUS - Reverse merger anouncment
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)
August 11, 2005
----------------------------
QORUS.COM, INC.
(Exact name of registrant as specified in charter)
Florida
(State or other Jurisdiction of Incorporation or Organization)
0-27551 65-0358792
(Commission File Number) (IRS Employer Identification No.)
936A Beachland
Boulevard, Suite 13
Vero Beach, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
N/A
(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 obligation of registrant under any of the
following provisions:
/_/ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
/_/ 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))
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Qorus.com, Inc. ("Qorus") and Kangping Aluminum Factory Co., Ltd. ("Kangping")
to be materially different from future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe the Qorus' and Kangping's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "should," "expect," "anticipate," "estimate," "believe,"
"intend" or "project" or the negative of these words or other variations on
these words or comparable terminology. Forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections or other expectations included in any forward-looking statements
will come to pass. Qorus' and Kangping's actual results could differ materially
from those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, Qorus undertakes no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Section 1 - Registrants' Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Effective August 11, 2005, Qorus.com, Inc., a Florida corporation
("Qorus"), entered into an Exchange Agreement ("Exchange Agreement") with Elwin
Group Limited, an International Business Company incorporated in the British
Virgin Islands ("Elwin"), each of the equity owners of Elwin (the "Elwin
Members"), and Keating Reverse Merger Fund, LLC ("KRM Fund"). Under the terms of
the Exchange Agreement, Qorus will, at closing, acquire all of the outstanding
capital stock and ownership interests of Elwin (the "Interests") from the Elwin
Members, and the Elwin Members will transfer and contribute all of their
Interests in Elwin to Qorus. In exchange, Qorus will issue to the Elwin Members
983,265 shares of Series A Convertible Preferred Stock, par value $0.01 per
share, of Qorus ("Preferred Shares"), which shall be convertible into
576,193,290 shares of Qorus' common stock ("Conversion Shares"). The issuance of
the Preferred Shares and, upon conversion, the shares of Qorus common stock
underlying the Preferred Shares, to the Elwin Members is intended to be exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to Regulation S promulgated thereunder. A copy of the Exchange
Agreement is included as an Exhibit to this Current Report and is hereby
incorporated by this reference. All references to the Exchange Agreement and
other exhibits to this Current Report are qualified, in their entirety, by the
text of such exhibits.
Elwin currently owns 100% of Shenyang Elwin Non Ferrous Metals Co.,
Ltd. ("Shenyang"), a wholly foreign owned enterprise ("WFOE") under the laws of
the Peoples' Republic of China ("PRC"). Prior to the closing of the exchange
transaction, Shenyang, Kangping and the equity owners of Kangping will enter
into a Cooperation Agreement ("Cooperation Agreement"), under which Shenyang has
agreed to advise, consult, manage and operate Kangping's business in exchange
for Kangping's payment of all of its net profits (as defined in the Cooperation
Agreement) to Shenyang.
Prior to closing of the exchange transaction, each of the equity owners
of Kangping will grant Shenyang the exclusive right and option to acquire all of
their shares of Kangping or all of the assets of Kangping ("Option Agreement")
and will further authorize Shenyang to vote the shares of Kangping and to act as
the representative for such holders in all matters respecting Kangping's shares
pursuant to proxies (the "Proxies").
In connection with the execution of the Exchange Agreement, Qorus, KRM
Fund and Shenyang entered into a Guarantee and Assumption Agreement ("Guarantee
Agreement"), under which Shenyang has agreed to be jointly and severally liable
with Elwin and the Elwin Members for each and every obligation and liability of
Elwin and the Elwin Members under the Exchange Agreement as if it were a party
to the Exchange Agreement. KRM Fund is currently the majority stockholder of
Qorus. A copy of the Guarantee Agreement is included as an Exhibit to this
Current Report and is hereby incorporated by this reference
Upon the closing of the exchange transaction, Qorus intends to file a
Current Report on Form 8-K announcing the closing of the exchange transaction
and will include proper disclosures required under Item 1.01 with respect to the
Cooperation Agreement, the Option Agreement and the Proxies, with each of the
foregoing agreements being included as Exhibits in such Current Report.
Following completion of the exchange transaction, Elwin will become a
wholly-owned subsidiary of Qorus.
Qorus is presently authorized under its Articles of Incorporation to
issue 50,000,000 shares of common stock, par value $0.001 per share, and
5,000,000 shares of preferred stock, par value $0.01 per share. Of the 5,000,000
shares of preferred stock authorized, 1,200,000 shares will be designated as
Series A Convertible Preferred Stock pursuant to Articles of Amendment to the
Articles of Incorporation of Qorus.com, Inc. ("Articles of Amendment"), which is
to be approved by Qorus' board of directors, and filed with and accepted by, the
Secretary of State of the State of Florida prior to the closing of the exchange
transaction (the "Closing").
As of the date of this Report, Qorus has 49,184,800 shares of its
common stock issued and outstanding (which includes 3,010,000 shares of common
stock issued and held in treasury, which is to be cancelled prior to the
Closing) and no shares of preferred stock issued and outstanding. However,
immediately prior to the Closing and pursuant to the Exchange Agreement, Qorus
is to issue 18,410 Preferred Shares to Worldwide Gateway Co., Ltd. ("Gateway")
for acting as a finder in connection with the exchange transaction, which
Preferred Shares will be convertible into 10,788,260 shares of Qorus common
stock.
Under the terms of the Exchange Agreement, all of the outstanding
Interests of Elwin will be exchanged for 983,265 Preferred Shares of Qorus. Each
Preferred Share will be convertible into 586 shares of Qorus common stock (the
"Conversion Rate"). The Preferred Shares will immediately and automatically be
converted into shares of Qorus common stock (the "Mandatory Conversion") upon
the approval by a majority of Qorus' stockholders (voting together on an
as-converted-to-common-stock basis), following the exchange transaction, of an
increase in the number of authorized shares of Qorus' common stock from
50,000,000 to 150,000,000, and a 1 for 10 reverse stock split of Qorus'
outstanding common stock ("Reverse Split").
The holders of shares of Series A Preferred Stock will be entitled to
vote together with the holders of the common stock, as a single class, upon all
matters submitted to holders of common stock for a vote. Each share of Series A
Preferred Stock will carry a number of votes equal to the number of shares of
common stock issuable in a Mandatory Conversion based on the then applicable
Conversion Rate. As such, immediately following the exchange transaction, the
Elwin Members will own 91% of the total combined voting power of all classes of
Qorus' outstanding stock entitled to vote.
Upon Mandatory Conversion of the Preferred Shares, and subject to an
adjustment of the Conversion Rate as a result of the Reverse Split, the Elwin
Members will, in the aggregate, receive approximately 57,619,331 shares of
Qorus' common stock, representing 91% of the outstanding shares of Qorus' common
stock immediately following the Mandatory Conversion. The existing stockholders
of Qorus will, following the Mandatory Conversion and Reverse Split, own
approximately 4,617,481 shares of Qorus' common stock, representing 7.3% of the
outstanding shares of common stock. Gateway will, following the Mandatory
Conversion and Reverse Split, own approximately 1,078,826 shares of Qorus'
common stock, representing 1.7% of the outstanding shares of common stock
Accordingly, if the exchange transaction closed, and the Mandatory
Conversion and the Reverse Split occurred, as of the date of this Report, Qorus'
currently outstanding common stock (currently 46,174,800 shares) would be
converted into 4,617,481 shares of common stock and would represent 7.3% of
Qorus' total common stock outstanding.
In connection with the Reverse Split, Qorus' board of directors may, in
its discretion, provide special treatment to certain Qorus stockholders to
preserve round lot holders (i.e., holders owning at least 100 shares) after the
Reverse Split. In the event Qorus' board determines to provide such special
treatment, Qorus stockholders holding 1,000 or fewer shares of common stock but
at least 100 shares of common stock will receive 100 shares of common stock
after the Reverse Split, and persons holding less than 100 shares of common
stock would not be affected. The terms and conditions of special treatment
afforded to Qorus stockholders to preserve round lot stockholders, if any,
including the record dates for determining which stockholders may be eligible
for such special treatment, will be established in the discretion of Qorus'
board of directors.
Effective as of the closing of the exchange transaction, and subject to
applicable regulatory requirements, including the preparation, filing and
distribution to the Qorus stockholders of a Schedule 14(f)-1 Notice to
Stockholders at least ten (10) days prior to the Closing, the existing officers
and directors of Qorus will resign, and the newly-appointed directors of Qorus
will consist of one member of Kangping's current management, Shushun Feng
(Kangping's Chairman and Chief Executive Officer), one person who shall have
been selected by Shushun Feng and shall be an independent director, two persons
who shall have been selected by Shushun Feng and may be either independent or
non-independent directors, and one independent director to be designated by KRM
Fund and acceptable to Shushun Feng ("KRM Designate"). Shushun Feng has agreed
that by the earlier of the date Qorus submits the listing application to any
exchange or June 30, 2006, the board composition shall be in compliance with the
rules of the American Stock Exchange or NASD Marketplace Rules.
Additional information concerning Shushun Feng and other persons who
will serve as Qorus directors will be included in the Schedule 14(f)-1 Notice to
Stockholders which will be filed with the SEC and mailed to stockholders at
least ten (10) days prior to the closing of the exchange transaction.
At or prior to the Closing, pursuant to the terms of the Exchange
Agreement, Qorus will also enter into a certain financial advisory agreement
with Keating Securities, LLC ("Keating Securities"), a registered broker-dealer,
under which Keating Securities will be compensated by Qorus for its advisory
services rendered to Qorus in connection with the exchange transaction. The
transaction advisory fee will be $440,000. This fee shall be paid as follows:
(i) $360,000 shall be paid at the closing of the exchange transaction, and (ii)
the remaining $80,000 will be paid by November 30, 2005.
Qorus' completion of the transactions contemplated under the Exchange
Agreement are subject to the satisfaction of certain contingencies including,
without limitation, the delivery of U.S. GAAP audited annual, interim reviewed
and pro forma financial information of Elwin (on a consolidated basis with
Shenyang and Kangping) acceptable to Qorus, compliance with regulatory
requirements, the execution of the Cooperation Agreement, Option Agreement and
Proxies, execution of a certain debt repayment agreement between Kangping,
Shenyang Fangyuan Aluminum Group Co., Ltd. ("Fangyuan Group"), Kangping's
majority owner, and Shushun Feng , and the filing with and acceptance by the
Secretary of State of the State of Florida of the Articles of Amendment.
Consummation of the exchange transaction is also conditioned upon, among other
things: (i) execution by KRM Fund and each Elwin Member of a certain voting
agreement; (ii) continued quotation of Qorus' common stock on the NASD
Over-the-Counter Electronic Bulletin Board ("OTC BB"); (iii) receipt of all
required licenses, permits, certificates and approvals by the PRC government
authorities; and (iv) delivery of legal opinions from Elwin's U.S. and PRC legal
counsels satisfactory to Qorus.
The directors of Qorus and the managing member of KRM Fund have
approved the Exchange Agreement, the Guarantee Agreement, and the transactions
contemplated under the Exchange Agreement. The directors and members of Elwin
have approved the Exchange Agreement and the transactions contemplated
thereunder. The directors and owners of Shenyang have approved the Guarantee
Agreement.
The parties expect the closing of the transactions under the Exchange
Agreement to occur on or about September 15, 2005. However, there can be no
assurances that the exchange transaction will be completed.
The Exchange Agreement may be terminated as follows: (i) by mutual
consent, (ii) by either party if the exchange transaction is not consummated by
September 15, 2005 , (iii) by either party if the exchange transaction is
prohibited by issuance of an order, decree or ruling, and (iv) by either party
if the other is in material breach of any representation, warranty, covenant or
agreement.
Kevin R. Keating is the father of the principal member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KRM Fund,
which is the majority stockholder of Qorus, and Keating Securities, LLC, the
registered broker-dealer affiliate of Keating Investments, LLC. Kevin R. Keating
is not affiliated with and has no equity interest in Keating Investments, LLC,
KRM Fund or Keating Securities, LLC and disclaims any beneficial interest in the
shares of Qorus' common stock owned by KRM Fund. Similarly, Keating Investments,
LLC, KRM Fund and Keating Securities, LLC disclaim any beneficial interest in
the shares of Qorus' common stock currently owned by Kevin R. Keating.
Business of Qorus
Qorus is currently a public "shell" company with nominal assets whose
sole business has been to identify, evaluate and investigate various companies
with the intent that, if such investigation warrants, a reverse merger
transaction could be negotiated and completed pursuant to which Qorus would
acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
Business of Kangping
Pursuant to the Exchange Agreement, Qorus intends to acquire 100% of
the capital stock of Elwin Group Limited ("Elwin"), an international business
company incorporated in the Territory of the British Virgin Islands on November
5, 2004. Elwin was organized by Shushun Feng and Yuying Liu, his wife. Shushun
Feng and Yuying Liu are the beneficial owners of Kangping. They own
approximately 60% and 23%, respectively, of the capital stock of Elwin.
Elwin organized Shenyang Elwin Non Ferrous Metals Co., Ltd.
("Shenyang") as a limited liability company in the PRC on May 18, 2005. Shenyang
was organized to be a wholly foreign owned enterprise ("WFOE") and received its
WFOE approval from the appropriate PRC government agency on May 18, 2005.
Prior to and as a condition of the closing of the exchange transaction,
Shenyang and Kangping will enter into the Cooperation Agreement. Under the
Cooperation Agreement, Shenyang has agreed to advise, consult, manage and
operate Kangping's business in exchange for Kangping's payment of all of its net
profits (as defined in the Cooperation Agreement) to Shenyang. Accordingly, as a
result of the Cooperation Agreement, Shenyang will control substantially all of
the operations of Kangping and will be entitled to receive all of the net
profits generated by Kangping's operations.
Kangping is a limited liability company under the laws of the PRC
organized on May 28, 1998 and a domestic enterprise with exclusively domestic
capital registered in Liaoning Province in the PRC. Kangping is currently owned
80% by Fangyuan Group and 20% by Yuying Liu. Fangyuan Group, a former
state-owned enterprise in the PRC established in the 1960s and privatized in
1997, is owned 90% by Shushun Feng and 10% by Yuying Liu, his wife. In 1998,
Fangyuan Group established Kangping to produce primary aluminum ingots with an
initial registered capital of $12 million. Kangping received its business
operating license on May 28, 1998 from the PRC government authorities. Fangyuan
Group is engaged in aluminum fabrication and procures of all of its primary
aluminum products from Kangping.
Kangping is a producer of primary aluminum ingots and is located in
Kangping County, Shenyang, Liaoning Province, an industrial area in the
northeastern part of the PRC. Kangping's products consist of aluminum foundry
ingots which are used for remelting and aluminum alloy ingots which are used for
fabrication and extrusion. Kangping's primary manufacturing operations involve
the extraction of aluminum metal from aluminum oxide (alumina) through
electrolytic reduction in a process commonly known as smelting. Kangping further
processes the extracted liquid aluminum into primary aluminum ingots through a
casting process. Primary aluminum ingots are commodity aluminum suitable for
commercial aluminum product market consisting of foundries, fabricators and
others who supply finished aluminum products for the energy, electric power,
railway, automotive, construction, mechanics, electronic appliance and consumer
goods industries.
The principal executive office of Kangping is located at Daolantaohai
Village, Shengli Town, Kangping County, Shenyang, People's Republic of China.
Shushun Feng, Yuying Liu, Zhibin Tong and Zhengyu Du are the executive officers
of Kangping. A brief background description of each executive officer is set
forth below.
Kangping's plant occupies about 27.6 acres and has two electrolytic
potlines, with 84 and 88 electrolytic pots, respectively. The Kangping plant
commenced construction in 1998 and started operations at the beginning of 2000.
It is a modern primary aluminum plant equipped with facilities and technology
imported from Japan and Taiwan. Kangping's plant uses a self-baking electrolytic
pot facility, an older manufacturing process as compared to a pre-baking
electrolytic pot facility. However, with a specially-designed, advanced
computerized production process which incorporates anti-pollution devices,
Kangping believes that it is the first self-baking facility in PRC meeting the
increasingly stringent local environmental standards. Kangping's management also
believes it is one of the most technologically advanced and environmentally
friendly self-baking primary aluminum plants in the PRC. The self-baking
electrolytic pot facility also incorporates some of the technology used in
pre-baking electrolytic pot facility.
Kangping currently has an annual production capacity of primary
aluminum ingots of approximately 30,000 tons and is the only primary aluminum
ingot manufacturer in Shenyang City, a major industrial city in the PRC with a
population exceeding 7 million people. Based on available information,
Kangping's management believes Kangping was the 47th largest primary aluminum
producer in the PRC in terms of production volume capacity in 2003. However,
Kangping is one of only three primary aluminum producers in the industry heavy,
northeastern region of the PRC. The only larger producer in this region is
Fushun Aluminum Factory, a state-owned enterprise also located in Liaoning
Province, with a capacity of over 100,000 tons per year.
Alumina is the main raw material in the production of primary aluminum.
Kangping purchases about 50% of the alumina required for its smelting operations
from China Corporation of Aluminum ("Chalco"), a state-owned enterprise and the
major domestic supplier of alumina in the PRC. The remainder of its alumina
requirements are sourced from state-sanctioned import and export companies such
as China Tianjin Non-Ferrous Metal Imports and Exports Co. Ltd and China
Aluminum International Trade Co. Ltd. The PRC government does not set or
regulate prices for alumina. Chalco sets prices for domestically produced
alumina by reference to the then prevailing prices for imports. The prices of
alumina imported into China are based on international prices for alumina, a
market which has been recently volatile due to the strong demand from the PRC. .
Smelting primary aluminum requires a substantial, continuous supply of
electricity. So the availability and price of electricity are among the key
considerations in primary aluminum production operations. Electricity costs
account for about 30-40% of the total cost to manufacture primary aluminum.
Kangping relies on electricity from local power grids for its smelter
operations. Prices for electricity supplied by the power grids under one to
three year, renewable power supply contracts are set by the PRC government based
power generation costs in the region and consumers' ability to pay. Industrial
users within each region are generally subject to a common electricity tariff
schedule, but rates vary, sometimes substantially, across regions according to
costs of each power grids. Kangping accesses its power supply from the Northeast
Power Grid, which Kangping management believes is one of the largest and more
reliable electric power supply networks in the PRC. Kangping has applied for and
received preferential electricity tariff rates in the past, but there is no
assurance that these preferential rates will continue in the future.
Kangping serves customers throughout the PRC, with most of its
customers located in the northern and northeastern industrial regions. All of
Kangping's sales are to domestic customers consisting primarily of domestic
aluminum fabricators, which use primary aluminum as raw material for further
processing, and aluminum distributors, which resell primary aluminum products to
domestic aluminum fabricators and other purchasers. Prices for primary aluminum
products are set based on the primary aluminum spot prices on the Shanghai
Futures Exchange, which Kangping's management believes generally follows trends
in the London Metals Exchange (LME), production costs, and market supply and
demand dynamics.
Products of Kangping are mainly targeted at industrial users in the
following sectors:
o Aluminum fabrication factories
o Automobile manufacturers
o Electric power industries
o Railway and passenger train industries
o Machinery, metallurgy and chemical industries
o Medical manufacturers
o Steel manufacturers
o Aluminum foil manufacturers
o Electrical appliances manufacturers
o Cooking utensils manufacturers
For 2003 and 2004, Kangping had revenues of approximately $41.9 million
and $43.8 million, respectively. Sales of primary aluminum products in tons for
2003 and 2004 was 28,999 tons and 26,975 tons, respectively. For 2003 and 2004,
Kangping's two largest customers accounted for 41% and 38% of revenues,
respectively. Sales to these two customers were as follows:
o Sales to Shenyang Fangyuan Aluminum Group Co., Ltd., a aluminum
fabrication company controlled by Shushun Feng and Yuying Liu,
totaled $12.3 million, or 29% of sales, in 2003, and $10.2 million,
or 23% of sales, in 2004.
o Sales to Liaoning Wanxingda Wire & Cable Co., Ltd., a non-related
company, totaled $4.8 million, or 12% of sales, in 2003, and $6.4
million, or 15% of sales, in 2004.
Sales to Shenyang Fangyuan Aluminum Group Co., Ltd. are made at market
prices comparable to prices paid by Kangping's other customers.
For 2003 and 2004, Kangping had net income of approximately $3.2
million and $2.1 million, respectively.
Kangping's competition includes other local domestic smelters. There
are over 120 primary aluminum smelters operating in the PRC, all of which sell
all or substantially all of their products domestically. Kangping is considered
the second largest primary aluminum producers in northeast three provinces in
the PRC. Its major competitor in the northeast region is Fushun Aluminum
Factory, a state-owned enterprise also located in Liaoning Province, with a
capacity of over 100,000 tons per year. In this northeast region, demand for
primary aluminum generally exceeds the supply and, as a result, Kangping can
generally sell its most of its production output. Although there are a number of
primary smelters in other areas in the PRC, it is not economic to ship primary
aluminum to these northeast provinces and charge customers at the same price as
local producers. Kangping does face competition from other large domestic and
international primary aluminum producers which may be better capitalized and
have more resources than Kangping.
To meet the increasing demand on primary and high-purity aluminum in
the PRC and the world, Kangping is exploring expansion and renovation of its
current production lines to increase production capacity from 30,000 tons to
50,000 tons, including the capacity to produce up to 20,000 tons of high-purity
aluminum ingots and 10,000 tons of high-purity electric aluminum foils, products
which are high technology and higher value added. Kangping does not currently
produce them. It has developed the feasibility study on those two types of new
products and obtained the necessary local governmental approval to develop them.
Significant additional investment will be required for the expansion and
renovation and to commence production of these new products, and there can be no
assurance that such additional investment will be available, or if available,
that it will be on acceptable terms.
High-purity aluminum refers to aluminum with aluminum content over
99.995%, which is generally produced by further refining primary aluminum (with
aluminum content around 99.7%). Demand for high-purity aluminum, as a target
material for integrated circuits, is greatly driven by the growth of the
electronics industry, and is experiencing increasing applications in aerospace,
chemical, and metallurgical industries. Currently, manufacturing of electrolytic
capacitors and computer hard disks consumes 70% to 80% of the worldwide
production of high-purity aluminum.
Kangping's management believes there are fewer than 10 companies
worldwide that are able to produce high-purity aluminum at a meaningful amount.
In the PRC, only Xinjiang Joinworld Co., Ltd., a Shanghai-listed company, can
produce high-purity aluminum at 10,000 tons per annum. The major overseas
producers of high-purity aluminum in Norsk Hydro ASA, Pechinery and RUAL of
Russia. Kangping's management believes that total worldwide demand for
high-purity aluminum currently outstrips available supply by a wide margin both
in and outside the PRC.
Kangping has formed a strategic alliance with Beijing Technology
University in research and development for aluminum related products and expects
to license certain technology, including high-purity aluminum technology, from
Beijing Technology University, which currently provides technology support to
the PRC's only high-purity aluminum manufacturer (Xinjiang Joinworld Co., Ltd.).
Based on the current supply and demand imbalance in the high-purity
aluminum market, Kangping's management believes that the selling price of
high-purity aluminum can command a premium of about 100% over the current prices
of primary aluminum products.
Kangping currently has approximately 510 employees in the following
areas:
Primary aluminum production 455
Research and development 8
Sales and marketing 3
Corporate and administration 44
A brief description of the executive officers of Kangping are as
follows:
Shushun Feng, Chief Executive Officer (age 53)
Shushun Feng joined Shenyang Aluminum Material Factory, a state-owned enterprise
in the PRC and predecessor of Shenyang Fangyuan Aluminum Co., Ltd., as a laborer
in 1972 and rose to the position of General Manager in 1987. In 1997, Mr. Feng
acquired Shenyang Fangyuan Aluminum Co., Ltd. and formed Shenyang Fangyuan
Aluminum Group Co., Ltd. ("Fangyuan Group"). Mr. Feng graduated from the
University of Liaoning in 1992 with a Masters Degree in International Finance.
Yuying Liu, Chairman _(age 50)
Yuying Liu, the wife of Shushun Feng, joined Shenyang Aluminum Material Factory
in 1984 as an accountant. Ms. Liu has been Chairman of Kangping since 1998. Ms.
Liu has over 30 years' experience in finance, internal controls and corporate
management.
Zhibin Tong, Chief Financial Officer (age 43)
Zhibin Tong joined Fangyuan Group as a Financial Manager in 1990. Mr. Tong
became the Chief Financial Officer of Kangping in 1998. Prior to joining
Fangyuan Group, Mr. Tong worked for Shenyang Machinery Factory as Accounting
Supervisor for seven years. He graduated from Shanghai Air Force Political
College with major in accounting.
Zhengyu Du, General Manager (age 62)
Zhengyu Du joined Shenyang Aluminum Material Factory in 1970 and was promoted to
operations chief in 1988. After the private acquisition of Shenyang Aluminum
Material Factory in 1997, Mr. Du became the general manager of Kangping. Mr. Du
graduated from Fuxin Metal & Mining College in Liaoning Province.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. Financial statements of
Kangping will be provided on a Current Report on Form 8-K following the closing
of the exchange transaction in the time required for the filing of such
financial statements on Form 8-K.
(b) Pro forma financial information. Pro forma financial information will
be provided on a Current Report on Form 8-K following the closing of the
exchange transaction in the time required for the filing of such financial
information on Form 8-K.
(c) Exhibits.
2.1 Exchange Agreement by and among Qorus.com, Inc., a Florida
corporation ("Qorus"), Keating Reverse Merger Fund, LLC, a Delaware
limited liability company ("KRM Fund"), Elwin Group Limited, an
International Business Company incorporated in the British Virgin
Islands ("Elwin"), and each of the members of Elwin dated August 11,
2005.
2.2 Guarantee and Assumption Agreement by and among Qorus, KRM Fund,
Shenyang Elwin Non-Ferrous Metals Co., Ltd. ("Shenyang"), a limited
liability company under the Company Law of The People's Republic of
China (the "PRC") dated August 11, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Qorus.com, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Qorus.com, Inc.
Date: August 17, 2005 By: /s/ Kevin R. Keating
-------------------------------
Kevin R. Keating, President and
Sole Director
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
2.1 Exchange Agreement by and among Qorus.com, Inc., a Florida
corporation ("Qorus"), Keating Reverse Merger Fund, LLC, a Delaware
limited liability company ("KRM Fund"), Elwin Group Limited, an
International Business Company incorporated in the British Virgin
Islands ("Elwin"), and each of the members of Elwin dated August 11,
2005
2.2 Guarantee and Assumption Agreement by and among Qorus, KRM Fund,
Shenyang Elwin Non-Ferrous Metals Co., Ltd. ("Shenyang"), a limited
liability company under the Company Law of The People's Republic of
China (the "PRC") dated August 11, 2005.
Copyright © 2005 QuoteMedia. All rights reserved. Terms of Use.
Financial data powered by QuoteMedia, www.quotemedia.com, SEC filings by 10kWizard.
PRZA 0.20 +0.07 78,200
another former Keating's darl'n is doing fine ...
Dutton Associates Announces Investment Opinion: Purezza (Puda) Strong Speculative Buy Rating In Initiating Coverage By Dutton Associates
Dutton Associates initiates its coverage of Purezza Group (OTCBB:PRZA), with a Strong Speculative Buy rating. Shortly, the announced name change to Puda concurrent with a 1-10 reverse split will take place. The 21-page report by Dutton senior analyst Silvia M. Kwan, CFA is available at www.jmdutton.com as well as from First Call, Bloomberg, Zacks, Reuters, and other leading financial portals.
Purezza recently completed a reverse merger with a coal washing company, Shanxi Puda Resource Inc. ("Puda"), in the People's Republic of China (PRC). Puda has a total annual coal cleaning production capacity of 500,000 tons, and its management believes Puda is one of the top three coal washing companies in the Shanxi Province in the PRC. To further strengthen its market position and enhance its competitiveness, the Company is aggressively increasing its production capacity. Puda is planning to triple its capacity in the fourth quarter of 2005 through the acquisition of production facilities from a related company, Puda Resources Group Co., Ltd, which has the same owners as Puda. Given the robust economic growth in the PRC, the demand for coal, and especially high-quality coal, is expected to remain strong. In our opinion, the Company offers investors a good opportunity to invest in China's high-growth coal industry through an attractive niche business. Net profit is projected to grow at a compound annual growth rate of 68% over 2004-2006 to US$10.4 million from US$1.97 million in 2004. For 2007, revenues and net income are forecast to be US$78 million and US$13.1 million respectively. At a target price of $0.28 ($2.80 after the above planned 1-for-10 reverse split), the Company's shares are trading at a prospective 45 times 2005 diluted earnings or 20 times 2006 diluted earnings. Investors should, however, be aware of the very limited trading volume of the stock and that insiders own 90% of the outstanding shares.
About Dutton Associates
Dutton Associates is one of the largest independent investment research firms in the U.S. Its 27 senior analysts are primarily CFAs(R), and have expertise in many industries. Dutton Associates provides continuing analyst coverage of over 100 enrolled companies, and its research, estimates, and ratings are carried in all the major databases serving institutions and online investors.
The cost of enrollment in our one-year continuing research program is US $35,000 prepaid for 4 Research Reports, typically published quarterly, and requisite Research Notes. The Firm does not accept any equity compensation. We received $31,500 from the Company for 4 quarterly Research Reports with coverage commencing on 8/16/2005. Our principals and analysts are prohibited from owning or trading in securities of covered companies. The views expressed in this research report accurately reflect the analyst's personal views about the subject securities or issuer. Neither the analyst's compensation nor the compensation received by us is in any way related to the specific ratings or views contained in this research report or note. Please read full disclosures and analyst background at www.jmdutton.com before investing.
Dutton Associates
John M. Dutton, 916-941-8119
Source: Business Wire (August 16, 2005 - 12:30 PM EDT)
TDIH - volume and price increase
TDIH 0.05 +0.02 0.046 181,129
maybe something is up ?
DAAT 2.70 +0.05 8,700
Cagney congratulations - this should be good shoot on this one ...
ANDN - ANDEAN DEVELOPMT NEW
Share structure on 08/01/2005 ( after RS )
Authorized 20,000,000
Outstanding 127,337
CAML - any news on this one ?
cagney - any news on WGMC ?
TIA.
WWWT - 1.50 +1.00 1.40 1.50 11,756
Reverse merger
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 reported): July 19, 2005
W3 GROUP, INC.
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-27083 84-1108035
---------------------------- ------------------ -----------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporatio) Number Identification Number)
60 East 42nd Street, Suite 1163, New York, NY 10165
----------------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 750-7878
----------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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))
Item 1.01. Entry into a Material Definitive Agreement
On July 19, 2005, W3 Group, Inc. (the "Company"), Aftersoft Group, Inc., a
Delaware corporation ("Aftersoft") and Auto Data Network, Inc., a Delaware
corporation and the sole shareholder of Aftersoft (the "Aftersoft
Shareholder") entered into an Acquisition Agreement (the "Agreement")
pursuant to which the Company will acquire all of the outstanding shares of
common stock of Aftersoft in exchange for the issuance by the Company to the
Aftersoft Shareholder of 32,500,000 newly-issued shares of common stock of
the Company, par value $.0001 per share (the "Common Stock"). It is
anticipated that following the consummation of the transaction, the current
shareholders of the Company will own approximately 4.7% of the total
outstanding shares.
The consummation of the transaction is subject to the satisfaction of
customary conditions in similar transactions, including requisite consents,
the truth and accuracy of the parties' respective representations and
warranties, the absence of any pending litigation seeking to restrain or
invalidate the transaction and the lack of any material adverse changes
since the execution and delivery of the Agreement.
The Agreement also contemplates that concurrent with the closing of the
transaction, (a) the Board of Directors of the Company will appoint
new directors as designated by the Aftersoft Shareholders and shall
thereafter resign with such newly appointed directors to fill such posts
until the next annual election of directors; and (b) all current officers of
the Company shall resign from their positions with the Company, with new
officers to be appointed by the new Board members.
The foregoing summary of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Agreement attached as Exhibit 10.1 hereto and incorporated
herein by reference.
Aftersoft is in the automotive software business and provides a broad range
of supply chain management solutions to automotive parts manufactures,
distributors and retailers.
Item 5.01 Changes in Control of Registrant.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1. Acquisition Agreement dated July 19, 2005 by and between W3
Group, Inc., Aftersoft Group, Inc. and Auto Data Network, Inc.
2
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 22, 2005 W3 GROUP, INC., A Delaware Corporation
(Registrant)
By: /s/ Robert Gordon
Robert Gordon
President
CMEE - Invalid symbol (cmee) - do anybody has information which is new symbol for this one ?
CMEE - Invalid symbol (cmee) - do anybody has information which is new ticker for this one ?
Cagney- what's up with WGMC ...
do you have any idea ?
Guys, simple question - do you know any serious canadian brokerage company who is trading on Toronto Stock Exchange.
Thanks in advance for any tips and advices.
KTWO 0.15 +0.06 0.135 0.15 50x50 0.16 0.08 346,029
KTWO - has reverse merger news - LOI
SECTION 1. REGISTRANT'S BUSINESS AND OPERATONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 27, 2005, the Registrant signed a letter of intent with Alternative
Construction Company, Inc. ("ACC") a Florida corporation, whereby ACC will
acquire approximately 1,320,000 shares of K2 common stock or preferred shares
convertible into common stock at a purchase price of $150,000. K2, its
wholly-owned subsidiary K2 Acquisition Corp. ("Merger Sub") and ACC intend to
enter into a merger agreement whereby Merger Sub will merge with and into ACC.
In connection with the merger, the shareholders of ACC will acquire a
controlling interest in K2. ACC's designees will be appointed as directors of K2
and the Board and shareholders will approve a reverse split of K2 shares such
that the current shareholders of K2 will own a minimum of $500,000 in value of
K2 shares.
ACC is a leader in the production of patented, galvanized-steel interlocking
structural insulated panels that are used in both the residential and commercial
construction industry. The company's panel systems are used as an alternative to
conventional materials such as lumber and bricks and are at the forefront of
"green" building technology. The company also manufactures patented in-house
safe rooms used for the protection of loved ones and valuables in the event of
weather disasters or home intrusions. The company contends its' panels are
superior to frame and block construction materials due to: superior strength and
load characteristics, superior wind ratings, superior R-factor and insulation
labor costs, reduced construction labor costs, speed and ease of construction
and, additionally, its' resistance capabilities to fire, moisture, mold and
insects.
Following completion of the purchase and sale of shares, the parties anticipate
closing the transaction during K2's third fiscal quarter. The transaction is
subject to the normal conditions for closing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
K2 DIGITAL, INC.
(Registrant)
Date: June 28, 2005
By: /s/ Gary Brown
-----------------------------------------
Name: Gary Brown
Title: President
Principal Financial and Accounting
Officer
WGMC + E - thanks guzy for info ....
WGMC - when trying to lookup RT quote get alert "Invalid quote" - do have anybody idea what's going on ?
CMEE - another wannabe / soon to be ) KEATING SHELL
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Under ss. 240.14a-12
CYBER MERCHANTS EXCHANGE, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/_/ No fee required
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------
/X/ Fee paid previously by written preliminary materials.
/_/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $85.00
------------------------------------------------
2) Form Schedule or Registration Statement No.: FORM 14 A
---------------------------
3) Filing Party: CYBER MERCHANTS EXCHANGE, INC.
----------------------------------------------------------
4) Date Filed: NOVEMBER 19, 2004
------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 2005
--------------------------------------------------------------------------------
April 8, 2005
TO OUR SHAREHOLDERS:
I am pleased to invite you to attend the Annual Meeting of Shareholders of Cyber
Merchants Exchange, Inc. as detailed below:
DATE AND TIME May 16, 2005 at 5 p.m.
PLACE Cyber Merchants Exchange
4349 Baldwin Ave., Unit A
El Monte, CA. 91731
ITEMS OF BUSINESS
I. To approve a one for eight and one-half reverse stock
split of the Company stock;
II. To approve the transfer of all of the assets and
liabilities of the Company to ASAP Show Inc., a wholly
owned subsidiary of the Company;
III. To approve the distribution of 8,500,000 shares of
common stock of ASAP Show Inc., representing all of the
outstanding shares of ASAP Show Inc., to the
shareholders of the Company on a pro rata basis;
IV. To approve the sale of 7,000,000 shares of common stock
of the Company for $425,000 to Keating Reverse Merger
Fund LLC;
V. To transact such other business as may properly come
before the meeting or any adjournment thereof.
RECORD DATE Only shareholders of record at the close of
business on March 25, 2005, the record date for the
meeting, are entitled to receive notice of and to vote
at the Annual Meeting or any adjournments thereof.
VOTING BY PROXY To assure your representation at the meeting, you are
urged to vote your shares by designating your proxies
as promptly as possible.
All of the Company's shareholders are invited to attend the Annual
Meeting. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED
ENVELOPE PROVIDED WITH THIS NOTICE OR FAX IT TO (626) 636-2536. NO ADDITIONAL
POSTAGE IS REQUIRED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU
WISH.
By Order of the Board of Directors,
/s/ Luz Jimenez
-------------------------------------
Luz Jimenez
SECRETARY
NIkita - everythng is here ...
http://www.otcbb.com/asp/Info_Center.asp
HOMI - baby let's fire me up ...
0.22 +0.07 0.22 0.24 50x50 0.25 0.17 142,100
HOMI - ressurection
HOMI 0.22 +0.07 0.19 0.22 50x50 0.22 0.17 108,900
HOMI 0.18 +0.03 0.18 0.20 50x50 0.20 0.17 53,000
HOMI - fly birdie fly ... 0.20 +0.08 132,900
HOMI - back on the stage 0.17 +0.05 47,960
... yeah, but not from this board - two weks ago the guy tried to convince me that this baby should be close to 1$ in the start of May .... and what happened is already history ...
HOMI - and the winner is ....
Tick Last Change Bid Ask BidxAsk Size High Low Volume
HOMI 0.12 -0.13 0.12 0.15 50x50 0.20 0.12 255,590
to be honest have no idea - check all info avail -> but as stated no idea ....
NVNW 0.025 +0.01 0.02 0.025 50x50 0.025 0.018 631,000
HOMI 0.16 -0.09 0.13 0.16 50x50 0.20 0.16 76,000
???????
NVNW 0.015 +0.00 0.01 0.015 50x50 0.0185 0.012 307,380
HOMI 0.30 +0.12 123,159
CIBM 0.015 121,341
HRDI 0.0012 2,315,000
HRDI - LOI to acquire Global IT Holdings Inc.
Advantage Capital Development Corp. Portfolio Company Signs Letter of Intent to Merge With California-Based Public Entity; Company Increases Stake in Global IT Holdings
via COMTEX
April 12, 2005
MIAMI, Apr 12, 2005 (BUSINESS WIRE) --
Advantage Capital Development Corp. (Pink Sheets:AVCP) announced today that one of its portfolio companies, Global IT Holdings Inc., has signed a letter of intent to merge with High Road International, Inc. (Pink Sheets:HRDI). Upon completion of the transaction, Global IT Holding Inc. will own 85 percent of all of the fully diluted shares of High Road, a Nevada corporation based in California.
"We believe that the merger of Global IT Holdings and High Road clearly validates our business model," said Jeffrey Sternberg, president and CEO of Advantage Capital Development Corp. "Our goal as a business development company is to identify specific small and emerging companies that need capital to grow to realize their full potential while creating value for our shareholders. As a stand alone public entity, Global IT Holdings will be able to avail itself of various resources to aggressively pursue its tactical approach to become a significant player in the burgeoning IT staffing industry."
Global IT Holdings Inc. is a New York-based holding company created to acquire targeted IT staffing firms. The Company's current holdings include Platinum IT Consulting and its associated company, Parker Clark Data Processing. These two companies, which have served the New York and New Jersey Markets for 25 years, have combined annual revenues in excess of $5 million.
According to the American Staff Association, U.S. annual sales for temporary help totaled $63.3 billion in 2004, nearly on par with the industry's sales peak in 2000 and 12.5% more than 2003. For the past three decades the industry has grown at a rate of 10 percent a year. Ninety percent of U.S. companies use temporary staffing services.
Sternberg also said his company has increased its ownership in Global IT Holdings from 15 to 22 1/2 percent.
High Road International has been involved in technology and service related entities. Upon completion of the merger, the new public entity will be named Global IT Holdings and its focus will be a pure-play IT staffing company.
Advantage Capital recently announced it had converted a $1 million convertible note with Cornell Capital Partners into shares of the Company's preferred stock. The Company also reported that another institutional fund, Montgomery Equity Partners LP, has purchased $475,000 of the same preferred stock. The resultant transactions virtually eliminated all of the company's debt, while the Company's tangible net worth now exceeds $2 million.
About Advantage Capital Development Corp.
Advantage Capital is a business development company, which operates specifically to meet the needs of small and emerging companies that need capital to grow. Business development companies, as defined under the Investment Act of 1940, are specifically designed to encourage the growth of small businesses. The rules provide certain financing advantages for companies that invest in small and emerging businesses. As a result, this will include investing in both public and private entities using certain types of debt and equity financing not normally available to other public companies.
Safe Harbor Statement: The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward- looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the Company is detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.
SOURCE: Advantage Capital Development Corp.