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THUNDER
SO HERE IT IS
TODAY 4:12
DNA BRANDS INC, INST HOLDERS, 2Q 2017 (DNAD)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN DNA BRANDS INC COM (DNAD) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
MOTLEY FOOL WEALTH MANAGEMENT 19,237,358 0.321 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 20, 2017
THUNDER
SO HERE IT IS
TODAY 4:12
DNA BRANDS INC, INST HOLDERS, 2Q 2017 (DNAD)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN DNA BRANDS INC COM (DNAD) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
MOTLEY FOOL WEALTH MANAGEMENT 19,237,358 0.321 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 20, 2017
THUNDER
SO HERE IT IS
TODAY 4:12
DNA BRANDS INC, INST HOLDERS, 2Q 2017 (DNAD)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN DNA BRANDS INC COM (DNAD) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
MOTLEY FOOL WEALTH MANAGEMENT 19,237,358 0.321 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 20, 2017
THUNDER
SO HERE IT IS
TODAY 4:12
DNA BRANDS INC, INST HOLDERS, 2Q 2017 (DNAD)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN DNA BRANDS INC COM (DNAD) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
MOTLEY FOOL WEALTH MANAGEMENT 19,237,358 0.321 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 20, 2017
THUNDER
SO HERE IT IS
THUNDER NEWS
SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR
TODAY 4:12
HERBORIUM GROUP INC, INST HOLDERS, 2Q 2017 (HBRM)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN HERBORIUM GROUP INC COM (HBRM) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
VANTAGE INVESTMENT ADVISERS LL 100 0.000 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 20, 2017
SOURCE: HOSSEYN
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HERE IT IS
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Marketwired
SOURCE: High Performance Beverages Co.
High Performance Beverages Co.
July 20, 2017 08:00 ET
High Performance Beverages Announces the Hiring of New President & CEO Ryan Coulston and the Appointment of New Board Chairman Cameron Calaway
Company Announces Strategic Reposition and Focus On The Dairy Industry
CAVE CREEK, AZ--(Marketwired - Jul 20, 2017) - High Performance Beverages Co. (OTC PINK: TBEV) (the "Company") is pleased to announce the hiring of its new President & CEO, Ryan Coulston, and the appointment of its new Board Chairman, Cameron Calaway.
Ryan Coulston, Director, CEO & President of High Performance Beverages, comes with a broad background that includes customer relations, sales, business development and strategic planning. Earning his BA degree in Business from Utah Valley University, he emphasized in entrepreneurship and strategy. His alma-mater's philosophy 'Engaged Learning' has stuck with him ever since he graduated.
With additional experience in finance and consultation, Ryan has helped several new companies develop and implement strong new marketing plans, while learning to operate in a lean and efficient manner, thereby creating competitive advantages in various industries.
Cameron Calaway, Director & Chairman of High Performance Beverages, is a Central Washington native. With roots deeply embedded in agriculture, he is a 3rd generation farmer and cattle raiser. He has always known that his interest and passion would be working in agriculture. He earned his BA degree in Agricultural Business and has over 30 years of experience growing crops, cattle and companies in the agricultural industry.
Mr. Calaway's success can be attributed to his strong will and work ethic. He has acquired dairies with low performance and sustainability, and has turned them into profitable, multi-million dollar operations. His vast knowledge in agriculture has aided in producing efficient labor systems and procedures that consistently drive-up effectiveness and foster great employee and client relationships.
The Company is also pleased to announce its plan to strategically reposition its business model into the dairy industry with a focus on dairy production and the value-added dairy processing market.
The Company will first focus plans on opportunistic acquisitions of existing dairies. The Company will then begin to implement plans for dairy value-added production, introducing vertically integrated processing that will allow for the Company to draw upon the liquid milk from the acquired dairies in order to produce higher value products, such as shelf-stable UHT milk and bulk milk powder, for domestic and international markets.
Ryan Coulston, CEO & President, stated, "We are pleased to bring our vision for dairy management and dairy value-added processing to High Performance Beverages Company. The new direction we intend to take the Company will create tangible value for shareholders and have a high impact in the rural economy where we operate by creating good paying full time employment."
Effective immediately, Toby McBride and Mike Holley have resigned their positions as Officers and Directors of High Performance Beverages.
About High Performance Beverages Company
High Performance Beverages Company is a beverage company in the process of transitioning itself into the dairy production and value-added dairy processing industry.
Safe Harbor
This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of High Performance Beverages Company, its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond High Performance Beverages ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in High Performance Beverages Company's filings with the Securities and Exchange Commission.
CONTACT INFORMATION
High Performance Beverages Co.
Public Relations and Shareholder Information
Joseph M. Vazquez III
Phone: (800) 767-9396
Email: infinityglobalconsulting@gmail.com
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SOURCE: HOSSEYN HELLO HERE IS THE NEWS YOU ASKED FOR
SOURCE: AlumiFuel
July 20, 2017 09:40 ET
AlumiFuel Staffing Subsidiaries Add Thirty New Clients in Q2 2017
CENTENNIAL, CO--(Marketwired - Jul 20, 2017) - AlumiFuel Power Corporation (OTC PINK: AFPW) ("AlumiFuel" or the "Company") today announced that its staffing subsidiaries added a combined thirty new customers in the second quarter of 2017.
The second quarter of 2017 marks the first full quarter with CEO Ryan Schadel at the helm of AlumiFuel Power Corporation. Mr. Schadel commented, "While I'm encouraged by some of our second quarter numbers, particularly average billing per client and the number of new clients, this is really just the surface of what we can scale into. Currently, we have a very small service area in our staffing businesses. With a minor investment of time and talent, I believe we can organically increase topline revenues well beyond my initial target of $10 million per year, with our staffing segment alone."
Mr. Schadel added, "As a whole, I'd like to see our staffing segment account for no more than 50% of total revenues as we build out other business opportunities, so we have some growing to do in other areas to get to that balance."
The Company previously reported topline revenue of approximately $425,000 for the second quarter ended June 30, 2017.
About AlumiFuel Power Corporation
AlumiFuel, operating through its wholly owned subsidiaries, is transforming into a diversified holding company under new leadership and is expected to be renamed Phoenix Equity Holdings Corporation. The Company is exploring several revenue producing acquisition opportunities as it works to build a robust cash flow stream. AlumiFuel currently operates three divisions in the multi-billion dollar temporary staffing industry and holds patented technology for hydrogen generation through its wholly owned subsidiary, NovoFuel.
Safe Harbor for Forward-looking Statements:
This news release may contain forward-looking statements that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, they are based on management's current beliefs and assumptions as to future events. However, since the company's operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission.
CONTACT INFORMATION
CONTACTS:
AlumiFuel Power Corporation
641-715-3900 x385402
SOURCE: GOOD BYE
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THUNDER NEWS
SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR
TODAY 4:11
HYBRID COATING TECHNOLOGIES INC CO, INST HOLDERS, 2Q 2017 (HCTI)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN HYBRID COATING TECHNOLOGIES INC CO (HCTI) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
AMERIPRISE FINANCIAL SERVICES 0 (35,125) 0.000 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 19, 2017
SOURCE: HOSSEYN
THUNDER NEWS
SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR
TODAY 4:11
ONELINK CORP COM, INST HOLDERS, 2Q 2017 (OLNK)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN ONELINK CORP COM (OLNK) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
ARVEST INVESTMENTS INC. 185,884 0.000 06/30
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 19, 2017
SOURCE: HOSSEYN
THUNDER NEWS
SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR
TODAY 4:12
SANTO MINING CORP, INST HOLDERS, 2Q 2017 (SANP)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN SANTO MINING CORP (SANP) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
VANTAGE INVESTMENT ADVISERS LL 100 0.000 03/31
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 19, 2017
SOURCE: HOSSEYN
THUNDER NEWS
SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR
TODAY 4:11
NEOMEDIA TECHNOLOGIES INC, INST HOLDERS, 2Q 2017 (NEOM)
MENTIONED: NEOM
THE FOLLOWING TABLE SHOWS THE LARGEST SHAREHOLDERS IN NEOMEDIA TECHNOLOGIES INC COM (NEOM) FOR THE QUARTER ENDED JUNE 30, 2017, LISTED BY HOLDING SIZE. THE LIST REPRESENTS UP TO 50 OF THE LARGEST HOLDERS IN THE COMPANY.
NOTE: UNLESS OTHERWISE MENTIONED THE REPORTING DATE IS 06/30/2016
INSTITUTION SHARES SHARES % LAST
HELPED CHANGED HELD REPORT
FNY CAPITAL MANAGEMENT LP 6 6 0.000 03/31 HUNTINGTON NATIONAL BANK (INVE 4 0 0.000 03/31
EDGE WEALTH MANAGEMENT BANK LLC 0 (41) 03/31 0.000
13F DATA PROVIDED BY: FACTSET RESEARCH SYSTEMS INC.;
PLEASE SEND QUESTIONS TO
OWNERSHIP@FACTSET.COM
COPYRIGHT, FACTSET RESEARCH RESEARCH SYSTEMS, 2017.
ALL RIGHTS RESERVED
(END) DOW JONES NEWSWIRES
JULY 19, 2017
SOURCE: HOSSEYN
SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR
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Marketwired
SOURCE: Halitron, Inc.
Halitron, Inc.
July 18, 2017 17:32 ET
Halitron, Inc. Sells Two Brands in $3+ Million Deal -- To Issue Dividend
Halitron, Inc. Sells Two Archival Brands to Life's Time Capsule Services, Inc. (LTCP) and Receives 2.8M LTCP Restricted Common Shares plus 80M Preferred Stock C of LTCP
NEWTOWN, CT--(Marketwired - Jul 18, 2017) - Halitron, Inc. (the "Company," "Halitron") (OTC PINK: HAON), a holding company implementing a roll-up of sales, marketing, and manufacturing businesses and Life's Time Capsule Services, Inc. ("Life's Time Capsule,") (OTC PINK: LTCP), an online secure digital scrapbooking company, today announced that two brands owned by Halitron; Archival Photo Pages and Archival Museum Supplies, have been sold to Life's Time Capsule in a stock transaction valued at over $3.0M.
The objective of the transaction is to lever traditional scrapbooking assets with digital scrapbooking assets. Both businesses have been scaling up operations pending the completion of a capital raise and close of the Halitron / Life's Time Capsule transaction. Scaled up operations are expected to commence over the coming weeks.
Life's Time Capsule, an online secure digital scrapping booking service, issued 2,805,750 shares of restricted common stock and 80,000,000 shares of Preferred Stock C to Halitron as consideration for the two brands. Halitron currently intends to retain the shares of Preferred Stock C until around September 29, 2017, when the Company plans to distribute the preferred shares to its shareholders of record of Halitron as of September 29, 2017. The Company believes the value of the Preferred Stock C to be approximately $3M, or about $.0375 per share ($3,000,000 / approximately 80,000,000 shares outstanding = approximately $0.0375 per share). The Preferred Stock C has the right to a fixed dividend payment due in three years on July 18, 2020, in the amount of $0.0375, which shall be paid in the form of cash, assuming profitable, or Life's Time Capsule shares of common stock at the time of payment; the payment form is at the Company's discretion.
As previously reported, Management anticipates completing the audit shortly and preparing and filing a super Form 10-K with required disclosures dating back to 2008 shortly thereafter, at which time HAON will become a reporting Pink Sheet OTC Market company. After filing that report, Management intends to file the appropriate paperwork with FINRA sufficient for FINRA to announce the stock dividend discussed above with the following relevant anticipated dates:
For shareholders on record at the close of market on September 29, 2017.
Stock Dividend paid on October 27, 2017.
80,000,000 Preferred Stock C will be issued to the HAON shareholders at the following ratio:
3,102,303,373 HAON Total Shares Eligible for Stock Dividend as of July 18, 2017 *
80,000,000 LTCP Preferred Stock C
1 HAON -to- .02578 LTCP Preferred Stock C
Each holder of 1 share of HAON common stock owned at the close of business on September 29th, 2017 potentially receiving 0.02578 shares of LTCP Preferred Stock C.
For every one share of HAON common stock owned on September 29, 2017, approximately 0.02578 shares of LTCP Preferred Stock C will be issued to the holder of that share of HAON common stock. As an example, if an investor owned 1,000 shares of HAON common stock, that investor would receive 25.78 shares (1,000 x 0.02578), rounded up to 26 shares, of LTCP Preferred Stock C. The expected aggregate value of that shareholder's HAON common stock and preferred stock would therefore be as follows, based on the HAON close price on July 18, 2017, of $0.0004/ share:
1,000 HAON @ $0.0004 = $0.40
25.79 LTCP Preferred Stock C @ $0.0375 = $0.97
In the above example, the potential impact of such a stock dividend based on the above calculation would therefore be expected increase the inherent value of HAON common stock by a significant amount.
The above example and calculations are based on the current number of outstanding shares of common stock of the Company and the price per share of HAON common stock on July 18, 2017. Additional issuances of equity securities would be expected to materially affect the anticipated value changes associated with this transaction.
Halitron also received 2,805,750 shares of restricted common stock of LTCP. LTCP's common stock is not actively traded, and Management cannot accurately assess the value of those shares until a more liquid market develops.
Finally, Bernard Findley is the Chairman of the Board of Directors of both Halitron and Life's Time Capsule and this transaction is a related party transaction.
* Includes Outstanding Shares totaling 2,859,303,373 plus 243,000,000 HAON Preferred Stock B as of July 18, 2017.
About Halitron, Inc.
Halitron, Inc., a holding company, is focused on acquiring sales, marketing, and manufacturing businesses, and then rolling them into an efficient, low-cost operating infrastructure. The Company is structured with two Strategic Business Units; Sales & Marketing Division and a Manufacturing Division. Management targets operating entities that can either benefit from current operating infrastructure or operate autonomously and offer an additional product or service to scale existing operations. For more information on Halitron, Inc., please visit: www.halitroninc.com.
To learn more about our business model, please visit:
http://halitroninc.com/corporate-events/
Halitron is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron is not registered with FINRA or SIPC.
About Life's Time Capsule Services, Inc.
Life's Time Capsule Services, Inc., is an innovative company positioned in the social media and online secure data storage space with unique services built to capture, preserve and share your digital legacy for present and future generations to add to and pass along for centuries to come.
Life's Time Capsule, Inc., offers Individual, Family and Entity Plans, which allow the opportunity to upload and safely store digital images, videos, voice recordings, personal journal entries and all document types from your desktop or mobile device. Your media is automatically kept private, but you may choose to share it with other social media platforms. Each customer is also assigned a personalized, yet customizable URL, which allows the sharing of your media to the audience of your choosing while keeping your remaining files private. To ensure a lifetime of safekeeping and sharing of your digital legacy, Life's Time Capsule Services, Inc., has partnered with Amazon to utilize its renowned cloud storage infrastructure. The mobile app, available in iTunes and Google Play stores, makes it convenient and easy to securely upload media stored on your phone for backup and sharing. It has both free and fee-based services to choose from during sign up.
To learn more about our business model, please visit:
www.lifestimecapsule.com
OTC Markets Ticker Symbol: LTCP
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.
CONTACT INFORMATION
Contact:
Halitron Investor Relations
3 Simms Lane, Suite 2F, Newtown, CT 06470
1-877-710-9873
www.halitroninc.com
info@halitroninc.com
SOURCE: HOSSEYN
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SOURCE: Intelligent Highway Solutions
July 18, 2017 09:00 ET
Intelligent Highway Solutions, Inc. Brings Securities & Exchange Commission Filings Up-To-Date
SACRAMENTO, CA--(Marketwired - Jul 18, 2017) - Intelligent Highway Solutions, Inc. (OTC PINK: IHSI) announced it has filed its Form 10-Q for the period ended March 31, 2017 with the U.S. Securities and Exchange Commission. The 10-Q is available at www.sec.gov.
"The filing fulfills our promise to investors to bring the Company up-to-date with the SEC. It also details our acquisition of the Cresent Construction Company in North Carolina. Cresent Construction is a full service general contracting firm with an excellent reputation of over 32 years of construction. It recorded $7.2 million in revenues for its Fiscal Year ended October 31, 2016," said Devon Jones, Intelligent Highway Solutions CEO. "This acquisition will allow us to work on projects with government agencies and service some of the international companies in North Carolina that we have relationships with in California. The acquisition of Cresent Construction will also help us with expansion of our energy efficient technologies as we expand into the Southeastern U.S."
About Intelligent Highway Solutions, Inc.
Intelligent Highway Solutions, Inc. was formed in April, 2011. IHSI develops high and low voltage electrical solutions for a variety of platforms. The Company performs electrical installations, temperature control systems, communication and wireless integration and advanced lighting systems.
Safe Harbor:
Any statements contained herein that are not historical facts are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date such information was released. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after release of this information.
CONTACT INFORMATION
Contact:
Paul Knopick
pknopick@eandecommunications.com
940.262.3584
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SOURCE: HOSSEYN
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SOURCE: HELLO HERE IS THE NEWS YOU ASKED FOR:
World Health Energy Holdings Inc announces www.whentrade.com corp branding and VRI Voice Recognition Identification Software
Date : 07/17/2017 @ 12:38PM
Source : InvestorsHub NewsWire
Stock : World Health Energy Holdings, Inc. (PN) (WHEN)
Quote : 0.0004 0.0 (0.00%) @ 1:17PM
World Health Energy Holdings, Inc. (PN) share price Chart Financials Trades Level2
World Health Energy Holdings Inc announces www.whentrade.com corp branding and VRI Voice Recognition Identification Software
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World Health Energy Holdings Inc. Announces
www.WHEN TRADE.com corporate branding and incorporation of next generation VRI Voice Recognition Identification into the WHEN 1 Bank software
NEW YORK, July 3 2017 (GLOBE NEWSWIRE) -- World Health Energy Holdings
(OTC PINK: WHEN), a diversified energy, health and financial software company www.worldhealthenergy.com www.whentrade.com announced today
www.WHEN TRADE.com has been upgraded inline with WHEN new corporate branding and incorporation of next generation VRI Voice Recognition Identification into the WHEN
1 Bank software
WHEN is working on several innovative security apps to upgrade the industry standard protection for the Bank card industry the first is VRI Voice Recognition. Identification. The VRI system will be incorporated into WHEN 1 Bank software and if used will greatly reduce online identity & card theft .
While the Global online market increased to over387 billion transactions see http://paybefore.com/pay-world/non-cash-transactions-grow-8-9-percent-globally/
The Global losses from online fraud according to The Nilson report were over 24 Billion USD in 2016 https://www.nilsonreport.com/upload/content_promo/The_Nilson_Report_10-17-2016.pdf
Currently the industry has developed the PCI security standards https://www.pcisecuritystandards.org/pci_security/
But despite these standards the losses are staggering. The industry needs better security software. WHENs team is focused on developing next generation technology to protect banks and consumers
Its first security feature will be VRI Voice Recognition. Identification software which will be incorporated into the WHEN 1 next generation Bank software.
WHEN CEO Mr Uri Tadelis said that " We at WHEN are dedicated to deliver the markets best next generation security financial software " We are excited to share this first VRI Voice Recognition. Identification feature and look forward to announcing other innovative features in 2017 and 2018 We are happy to share with you the new whentrade website that incorporates the improved corporate branding we are now working to upgrade the company main website as well so it will provide a clear map of WHENs diversified holdings. "
WHEN Trade www.whentrade.com is a WHEN company focused on software and security software for Banks, online transactions and bank cards and will also provide live customer accounts.
Investor Database for Future Press Releases and Industry Updates
Interested investors and shareholders are invited to be added to the corporate e-mail database for
Corporate press releases and periodic industry updates by sending an e-mail to
info@worldhealthenergy.com
About World Health Energy Holdings (www.worldhealthenergy.com)
World Health Energy Holdings, Inc. (WHEN) is a diversified energy, health and financial software company.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.
WHEN has great potential but is not yet generating revenues
Although
Forward-looking statements in this release reflect the good faith judgment of management, forward-looking
Statements are inherently subjected to known, unknown risks and uncertainties that may cause actual
Results to be materially different from those discussed in these forward-looking statements, including but
not limited to our ability to maintain our website and associated computer systems, our ability to generate sufficient market acceptance for our products and services, our ability to generate sufficient operating cash
flow, and general economic conditions. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission from time to time which attempt to advise interested parties of the risks and factors that may affect our business, financial
condition, results of operation and cash flows. If one of more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance
that may arise after the date of this release.
Contacts:
World Health Energy Holdings, Inc
+1-862-289-0003
info@worldhealthenergy.com
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World Health Energy Holdings, Inc. (PN) (USOTC:WHEN)
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by @marketwired on April 6, 2017
FLASR, Inc. (OTCPink: FLSR) CEO Confirms Commitment to Company with Share Reduction
IRVINE, CA--(Marketwired - Apr 6, 2017) - FLASR, Inc. (OTC PINK: FLSR) announced today that CEO, inventor and FLASR founding visionary, Everett Dickson, has returned 70,000,000 shares of FLASR common stock to treasury.
Mr. Dickson is quoted as saying, "I'm encouraged with the progress we are making with restructuring. I hope this action demonstrates my continued support."
He went on to say, "This share block represents all of the common shares issued to me. I'm not now, nor have I, sold any of shares I own into the market place."
As mentioned on Twitter, this is one of several announcements to be made. Please watch for further updates, news, and filings.
Thank you,
Everett Dickson
CEO
ABOUT FLASR
Atlanta-based, FLASR (OTC PINK: FLSR), is a publicly traded company, and a first-of-its-kind tobacco accessory producer, targeting moist snuff users in the U.S. Founded in 2012, the company thoroughly researched this growing industry and recognized the need for more discreet and convenient disposal of moist tobacco by-product. The result is FLASR's 4-oz. pocket-size, portable tobacco flask, with unique bottle designs and revolutionary Thumb-Lock Twist Cap. Visit view OTC market listing; and follow them on Facebook, Twitter or Instagram.
Disclosure Statement:
Any statements that we make, other than historical facts, contain forward-looking information based on our business plans and assumptions at the time of disclosure. Such forward-looking information includes, but is not limited to, our expected growth strategies, projected operating results, anticipated timing for developing, obtaining approval for and bringing products to market and the status of R&D. Our business, as well as each product we develop and market, is subject to various risks and uncertainties beyond our control. Therefore, these forward-looking statements might differ substantially from the actual results. Risks and uncertainties that could affect the Company's future results and financial condition include, but are not limited to, the factors described below. Information disclosed is subject to addition, change or deletion without notice
FLASR, Inc.
Everett Dickson
404-364-1788
info@flasr.net
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SOURCE: AlumiFuel
June 16, 2017 09:40 ET
AlumiFuel Acquires Logistics Company
CENTENNIAL, CO--(Marketwired - Jun 16, 2017) - AlumiFuel Power Corporation (OTC PINK: AFPW) ("AlumiFuel" or the "Company") today announced that it has acquired Owen Logistics, LLC ("Owen"), an asset based carrier specializing in blanket wrap and final mile white glove delivery to its clients.
Owen Logistics serves as an asset based carrier for one of the largest third party logistics providers in the country, who in turn serve some of America's largest businesses. Through relationships in the retail industry, Owen has enjoyed working on large scale projects with large organizations like Macy's and Bloomingdale's. For instance, Owen Logistics has previously generated over $25 million revenue from Macy's related projects.
As retailers are adjusting their business models in a rapidly changing environment, the Company believes substantial assets will need to be either repurposed or liquidated. The Company believes the Owen Logistics acquisition gives it entry into an industry already in high demand and a low risk opportunity to generate a steady cash flow stream.
Pursuant to the Purchase Agreement, the Company will issue 125,000,000 restricted common shares as consideration for the acquisition, and will issue an additional 125,000,000 restricted common shares in 180 days if certain performance milestones are achieved. Management of Owen has agreed to a two year employment agreement.
The Company expects to provide updates in the near future on several other acquisitions in its pipeline, some of which have been previously disclosed.
About AlumiFuel Power Corporation
AlumiFuel, operating through its wholly owned subsidiaries, is transforming into a diversified holding company under new leadership and is expected to be renamed Phoenix Equity Holdings Corporation. The Company is exploring several revenue producing acquisition opportunities as it works to build a robust cash flow stream. AlumiFuel currently operates three divisions in the multi-billion dollar temporary staffing industry and holds patented technology for hydrogen generation through its wholly owned subsidiary, NovoFuel.
Safe Harbor for Forward-looking Statements:
This news release may contain forward-looking statements that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, they are based on management's current beliefs and assumptions as to future events. However, since the company's operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission.
CONTACT INFORMATION
CONTACTS:
AlumiFuel Power Corporation
641-715-3900 x385402
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SOURCE: Chess Supersite Corporation
Chess Supersite Corporation
June 15, 2017 14:02 ET
Chess Supersite Corporation's Chess Stars was one of the organizers, together with the Central Florida Chess Club, of the Orlando Florida's Sunshine Chess Tournament featuring the Company's "Choose Your Moves and Win"™ contests
TORONTO, ON--(Marketwired - Jun 15, 2017) - Chess Supersite Corporation (OTC PINK: CHZP) is an owner and operator of the www.chessstars.com -- a comprehensive chess portal featuring state-of-the-art playing zone, broadcasts of the major tournaments, intuitive mega database, revolutionary "Choose Your Moves and Win" chess skilled contests (patent pending) and much more.
Chess Supersite Corporation's Chess Stars was one of the organizers together with the Central Florida Chess Club of the Orlando's Sunshine Chess Tournament featuring the Company's "Choose Your Moves and Win"™ contests. The tournament was a success with over 160 paid participants. It was held at the Rosen Plaza Hotel from June 9th to 11th. It was a technologically advanced event. DGT boards were used, enabling all games played on the top four boards being broadcasted on line at www.chessstars.com, plus high end audio and visual equipment was used for our contests which were very well received both live and on line. The two games match featured two very talented Grandmasters: GM Gadir Guseinov from Azerbaijan, one of the top 20 Blitz and Rapid players in the World, and Florida's own Yuniesky Quesada from Miami, formerly one of the top Cuban Grandmasters. GM Guseinov won 2-0; the matches were very interesting and are being published on our Facebook page.
The Company is planning to increase its efforts to organize more events similar to the Florida event, as part of the Company's innovative approach to bringing technology and original ideas to the mainstream chess. By offering prizes to the top Ladies and Seniors and special scholastic section, the Company continues to make these tournaments socially attractive to a much wider audience, with the added bonus of increasing the Company's paid membership.
About Chess Supersite Corp.
Chess Supersite Corp., is a publicly traded company, trading symbol: CHZP on the OTC Market Group, whose primary business is the development and operation of the chess portal www.chesssupersite.com -- a comprehensive chess portal featuring state-of-the-art playing zone, broadcasts of the major tournaments, intuitive mega database, chess skilled contests and much more. Additional information can be accessed on the company's website www.chesssupersitecorp.com
Forward-Looking Statements Disclaimer: This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this press release. This press release should be considered in light of all filings of the Company that are contained in the Edgar Archives of the Securities and Exchange Commission at www.sec.gov.
CONTACT INFORMATION
Chess Supersite Corporation.
www.chesssupersitecorp.com
1131A Leslie Street, Suite 101
Toronto, Ontario, M3C 3L8, Canada
Ph: 416-441-4631
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FBEC Worldwide, Inc. Announces Summer Event Launch In Cooperation With Southern California Equinox Locations
NEWS PROVIDED BY
FBEC Worldwide, Inc.
Jun 20, 2017, 09:01 ET
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CHEYENNE, Wyo., June 20, 2017 /PRNewswire/ -- FBEC Worldwide, Inc. (OTC-PINK: FBEC), a lifestyle brand company with a focus on Healthy Hemp Energy & CBD infused consumer products, is pleased to announce that in an effort to increase brand & consumer awareness of its newly re-formulated & re-branded Healthy Hemp Energy Shot, Healthy Hemp Energy in cooperation with Equinox will be offering product tasting and samplings this summer at many of the leading Equinox locations throughout Southern California.
The first event will be the Anniversary event at the Marina Del Ray location, today, June 20. Anyone interested is welcome to come down and enjoy this launch event.
Equinox, Marina Del Rey is located at 13455 Maxella Avenue, Suite 204, Marina del Rey, CA 90292
Jeff Greene, CEO of FBEC Worldwide, Inc. states, "Equinox is the well known preferred sports club for key market influencers."
About FBEC Worldwide, Inc.
FBEC Worldwide, Inc. is a lifestyle Brand Company with a focus on Healthy Hemp Energy & CBD infused consumer products, both domestic and abroad. We are committed to increasing our market size and scope through the optics of creative marketing and most importantly customer satisfaction. Our growth strategies focus on several major initiatives, including unique branding opportunities that will be targeted at key demographic groups and to develop strong community and distributor relationships.
FBEC Worldwide is currently developing and building Healthy Hemp & CBD infused consumer products, focused on strong rates of growth within key fundamental consumer groups. Our company is dedicated to becoming the lead developer of name brand hemp & CBD infused consumer products.
Website: http://HealthyHempEnergy.com
Facebook: https://www.facebook.com/healthyhempenergy/
Twitter: https://twitter.com/hh2energy
Safe Harbor for Forward-Looking Statements: This news release includes forward-looking statements. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The Company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are and will be set forth in the company's periodic filings with the U.S. Securities and Exchange Commission.
Investor Relations Contact:
IR@HealthyHempEnergy.com
SOURCE FBEC Worldwide, Inc.
Related Links
http://www.HealthyHempEnergy.com
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FBEC Worldwide, Inc. Announces Summer Event Launch In Cooperation With Southern California Equinox Locations
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Jun 20, 2017, 09:01 ET
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SOURCE: Simlatus Corporation
Simlatus Corporation
June 20, 2017 09:00 ET
New SyncPal to Hit Market
Simlatus Forges Ahead With Revenues and New Products
GRASS VALLEY, CA--(Marketwired - Jun 20, 2017) - Simlatus Corporation (OTC PINK: SIML) announces today the company has begun manufacturing its new SyncPal immersive product and anticipate making deliveries next month in July.
The company's Chief Executive Officer, Bob Stillwaugh, discussed the 2017 roll-out of another innovative commercial broadcast product referred to as SyncPal. Stillwaugh stated, "The SyncPal has a target of 10,000 studios in the USA alone. Many of these studios continue to have embedded audio/video lip-sync problems and our SyncPal is a solution. The potential revenue is approximately $30M, and to date we have received orders for over $500,000 which is 300% above our projected revenue for SyncPal's 2017 sales. More important is that we already have positive relationships with many of these studios, and they will be responsive to our cost effective solution to improve the quality of their program."
ABOUT SIMLATUS: www.simlatus.com
Simlatus Corporation designs, manufactures and sells commercial audio and video broadcast equipment worldwide. The company has a current expanding revenue base in the broadcast industry with long-term national and international distribution. Our customers include large broadcast giants such as CBS, NBC, ABC, FOX, ESPN and DIRECTV, as well as many smaller broadcast customers which include religious facilities, international broadcast facilities, colleges, and radio stations. The new Simlatus-IBS™ will allow the company to capitalize in the $150B growing industry of augmented/virtual reality.
Safe Harbor for Forward-Looking Statements: This news release includes forward-looking statements. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The Company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are and will be set forth in the company's periodic filings with the U.S. Securities and Exchange Commission.
CONTACT INFORMATION
Contact:
Tom Nelson
Tenassociates33@gmail.com
1-480-326-8577
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SOURCE: American Leisure Holdings, Inc.
American Leisure Holdings, Inc.
June 23, 2017 08:30 ET
Digital Tech Powerhouse Jordan Edelson Joins American Leisure Holdings, Inc.'s GG Media Network's Board of Directors
LAS VEGAS, NV--(Marketwired - Jun 23, 2017) - Amerian Leisure Holdings Inc.'s (OTC: AMLH) GG Media Network is pleased to announce, Jordan Edelson has signed with the Company as a member of the board of directors.
Jordan Edelson is the Founder and chief executive officer of Appetizer Mobile LLC, one of the leading mobile application development agencies in New York City. His team has created over 200 mobile and digital experiences for major brands all over the world, including the NBA, Joe Girardi, Kim Kardashian, Interscope Records, Epic Records, Lady Gaga, Montessorium, 50 Cent and more. Regarded as an expert in the mobile and digital industries, Edelson has been featured in Forbes, Bloomberg TV, ABC News and Fox Business among other major media outlets. Under his leadership, Appetizer Mobile has been named one of the Top 10 Mobile App Developer in the U.S. for 7 consecutive years and in 2015 was named among Forbes Magazine's coveted 30 Under 30 list.
"It is an honor to have Jordan join our team," said Christian Bishop, chief executive officer, GG Media Network. "We are assembling a mindtrust of experts in the digital, gaming and esports space who can further inform our initiatives for assertive growth through operations and joint ventures with industry influencers. Jordan's experience and industry savvy will be invaluable to our company and our shareholders."
About Jordan Edelson
Mr. Edelson has a long history as an entrepreneur. From the age of 17 he started turning his passion for gaming, technology and communications into leading business ventures, launching multiple companies including, Game Broadcasting Live, a digital streaming video game broadcasting channel that premiered on Time Square's Jumbotron screens, and eSportsTV, a portal for streaming live electronic sports and professional video gaming broadcasts.
Over the course of his career, Mr. Edelson also served as Chief Technology Officer of H3 Enterprises Inc., the first publicly traded Hip-Hop company which created technology infused Hip Hop themed restaurants.
Mr. Edelson graduated from The University at Albany with a B.A. in communications and minor in business and sociology.
About GG Media Network
GG Media Network is an esports production company that is redefining how news and information about esports and gaming are covered and shared. Unlike any other company, GG Media Network provides the tools and resources for gamers, fans and enthusiasts to connect and interact with the games they love and the content that feeds their passion. In 2017, GG Media Network acquired American Leisure Holdings Inc. (OTC: AMLH).
To learn more about GG Media Network visit our website: www.GGMediaNetwork.com. Get to know us, Like GG Media Network on Facebook: @GGMediaNetwork and follow us on Twitter: @GGMediaNetwork and @MrCBishop.
Safe Harbor
Statements about the Company's future expectations and all other statements in this site other than historical facts, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. The site information contains information relating to the Company that is based on the beliefs of the Company and/or its management as well as assumptions made by and information currently available to the Company or its management. When used on this site, the words "anticipate," "estimate," "expect," "intend," "plans," "projects," and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services and pricing and general economic conditions.
Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934 ("Exchange Act") as well as Rule 144 of the Securities Act of 1933 ("Securities Act"), and state Blue Sky laws, require issuers to provide adequate current information to the public markets. With a view to encouraging compliance with these laws, OTC Markets Group has created these OTC Pink Basic Disclosure Guidelines. We use the basic disclosure information provided by OTC Pink companies under these guidelines to designate the appropriate tier in the OTC Pink marketplace: Current, Limited or No Information. OTC Markets Group may require companies with securities designated as Caveat Emptor to make additional disclosures in order to qualify for OTC Pink Current Information tier.
CONTACT INFORMATION
CONTACTS:
Media
D. Nikki Wheeler
Chief Communications Officer, GG Media Network
Nikki@GGMediaNetwork.Com
Investor Relations
Investors@GGMediaNetwork.com
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SOURCE: Pure Hospitality Solutions, Inc.
Pure Hospitality Solutions, Inc.
June 27, 2017 15:00 ET
Pure Begins Issuance of Preferred Stock Dividend
LAS VEGAS, NV--(Marketwired - Jun 27, 2017) - Pure Hospitality Solutions, Inc. (OTC PINK: PNOW), the developer of multiple and diverse business ventures, relevant to Central America and the Caribbean, announced today that the Company will now begin the process of issuing the shares of Series BB Preferred Stock to those shareholders qualifying to participate in the Preferred Stock Dividend.
"This dividend creation and issuance process was certainly an exciting learning experience not only for us, but for the DTCC and our Transfer Agent," stated Melvin Pereira, President and CEO of Pure Hospitality Solutions. "Although we knew how special a dividend like this would be for our shareholders, we were pleasantly surprised to learn that it seems as though nothing like this has been attempted before. This created a learning curve, requiring new logistics and more participation from the DTCC and our Transfer Agent. However, after a series of back-and-forth communications between the DTCC, our Transfer Agent and us, we finally hashed out all of the details and are officially ready to begin issuing this special preferred stock to all of our qualified shareholders."
As noted in the June 22nd blog-letter to shareholders (http://www.purenow.solutions/series-bb-preferred-stock-dividend-program/), the issuance of a dividend usually requires only the acknowledgement and approval from FINRA, limited participation by the Transfer Agent (Transfer Online, Inc.) and the execution of the plan by DTCC (The Depository Trust Corporation Company). However, due to the complexity of the Series BB, it was determined that the issuance of the preferred stock would be handled differently. Management does contend however, the process, although unusual, is quite simple.
All shareholders who qualify to participate in the preferred dividend program are first, asked to visit our website for the Transfer Agent credit card authorization form, available at http://www.purenow.solutions/series-bb-preferred-stock-dividend-program/. Next, shareholders need to submit the authorization form with all required documentation (which can be found on our website) directly to the Transfer Agent, at Carolyn@TransferOnline.com. From there, the Series BB Preferred Stock Dividend will be issued to all shareholders who qualified to participate.
Pereira continued, "Although the initial process took slightly longer than we expected, we're thrilled to finally have our hands firmly on the reigns, with the ability to immediately effectuate the issuances of the preferred stock dividend. More importantly, we're happy to be able to provide our shareholders with something so special, that it's new to the industry in its entirety; a preferred stock that maintains the same ownership level, regardless of the cap structure and is a non-dilutable, non-reversible share issuance."
Shareholders are urged to contact the Company at (800) 889-9509 or via email at IR@PureNow.Solutions with any questions whatsoever. Management urges shareholders to learn more about the long-term protection offered by this class of preferred stock and reminds the investing public to check out the Company's preferred blog series, available at:
Simplifying preferred shares part I - http://www.purenow.solutions/simplifying-preferred-shares-part-1/
Simplifying preferred shares part II - http://www.purenow.solutions/simplifying-preferred-shares-part-2/
Letter to Shareholders (Series BB Preferred Stock Dividend) - http://www.purenow.solutions/series-bb-preferred-stock-dividend-program/
About Pure Hospitality Solutions, Inc.
Pure, through its developed or acquired assents and subsidiaries, operates multiple business ventures throughout Central America and the Caribbean, promoting opportunities for tourism to the Region.
Meso Numismatics is the Company's emerging numismatic company. The Company has a global inventory of coins and bank notes, and specializes in pieces from Central America and parts of the Caribbean. The Company has rare and exquisite inventory available for sale at www.MesoCoins.com, as well as Heritage Auctions, Lyn Knight Auctions and Stacks Bowers Auctions.
Oveedia offers proprietary technology, marketing solutions and branding services to hotel operators and condominium owners, primarily in Central America and the Latin countries, intent on building competitive operations in the areas of online marketing and hotel internet booking engine services; becoming the Central American-Caribbean online travel hub.
CONTACT INFORMATION
Contact:
Team PURE
IR Div. (800) 889-9509
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SOURCE: DNA Brands Inc.
DNA Brands Inc.
June 28, 2017 07:30 ET
DNA Brands Signs Letter Of Intent to Acquire Online Medical Company
FORT LAUDERDALE, FL--(Marketwired - Jun 28, 2017) - DNA Brands, Inc. (OTC PINK: DNAX) is pleased to announce that it has signed a Letter of Intent (LOI) to acquire the majority ownership of an Online Medical Resource Company. Its founder, a Medical Doctor of 25 years, will also be joining the DNA Brands management team.
The acquisition candidate's current website offers medical consumers to take control of their own healthcare. It is a resource that provides over 17,000 pages of content, which include medical health articles, blogs, videos, lab testing and natural remedies. This site does this by offering thousands of definitions and hundreds of articles. There are over sixteen thousand, (16,000) different medicinal products for sale on the site. This site will position DNA an immediate dual revenue stream, first from sales of their product line and secondly from advertising sales on the site.
DNA Brands is focusing on ancillary businesses related to Medical Marijuana/ Cannabinoid (CBD)/ Industrial Hemp Markets. DNA Brands and its majority shareholders (who stand behind and support the company), believe that this online medical resource company will create a great platform to go hand in hand with medical marijuana related products and subject matters.
As previously mentioned, DNA Brands intends to focus company efforts both online and physically. Concentrating in the North and Southeastern States, as they are in their Infancy of the Medical Marijuana/ CBD and Industrial Hemp space.
In other news, on June 23rd, 2017, Governor Rick Scott of Florida (FL) signed into law the state's own Medical Marijuana Laws.
According to the Orlando Sentinel: "Florida patients with certain debilitating diseases will have access to medical marijuana under a bill signed into law by Gov. Rick Scott on Friday, June 23rd.
The legislation formalizes an amendment to the state constitution approved by 71 percent of voters last fall that legalized medical marijuana, and sets up regulations for the new industry.
Scott, who voted against the amendment, did not issue a statement upon signing the bill. He had earlier stated he would sign the bill.
Patients with cancer, epilepsy, glaucoma, HIV/AIDS, post-traumatic stress disorder, multiple sclerosis, Parkinson's disease or other debilitating conditions are eligible to be prescribed cannabis products by a doctor."
http://www.orlandosentinel.com/news/politics/political-pulse/os-scott-signs-medical-marijuana-20170623-story.html
"DNA is looking to close the transaction within the next 30 days and is very excited to be transitioning into this exponentially growing market," stated CEO Adrian McKenzie.
DISCLAIMER
This press release contains statements that are "Forward-Looking" in nature (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). All statements regarding the Company's financial position, potential, business strategy, plans and objectives for future operations are Forward-Looking statements. Many of these statements contain words such as "goal," "aims," "may," "expect," "believe," "intend," "anticipate," "estimate," "continue," "would," "exceed," "should," "steady," "plan," "potential," "dramatic," and variations of such words and similar expressions identify Forward-Looking statements, but their absence does not mean that a statement is not a Forward-Looking statement. Because Forward-Looking statements involve future risks and uncertainties, there are many factors that could cause actual results to differ materially from those expressed or implied. The Company cannot predict the actual effect these factors will have on its results and many of the factors and their effects are beyond the Company's control. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Given these uncertainties, you should not rely too heavily on these forward-looking statements.
CONTACT INFORMATION
Adrian McKenzie
CEO
info@dnabrandsinc.com
(561)-654-5722
info@dnabrandsinc.com
www.dnabrandsinc.com
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Quarterly Report (10-q)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
Commission File Number: 000-55154
INTELLIGENT HIGHWAY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 30-0680119
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9516 Rossport Way
Elk Grove, CA 95624
(Address of principal executive offices (Zip Code)
720) 460-1390
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (do not check if smaller reporting company) Smaller reporting company [X]
Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of July 17, 2017, there is 5,143,545,346 shares of common stock, $0.00001 par value outstanding.
INTELLIGENT HIGHWAY SOLUTIONS, INC.
TABLE OF CONTENTS
FORM 10-Q REPORT
March 31, 2017
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Interim Financial Statements. 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 24
Item 4. Controls and Procedures. 25
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 26
Item 1A. Risk Factors. 26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 26
Item 3. Defaults Upon Senior Securities. 26
Item 4. Mine Safety Disclosures. 26
Item 5. Other Information. 26
Item 6. Exhibits. 26
SIGNATURES 27
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INTELLIGENT HIGHWAY SOLUTIONS
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2017 December 31, 2016
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 96,197 $ 1,002
Contracts receivable, net 897,990 -
Costs and estimated earnings in excess of billings on uncompleted contracts 14,981 -
Total current assets 1,009,168 1,002
Property and equipment, net of accumulated depreciation of $8,422 and $8,101 102,524 320
Intangible assets, net of accumulated amortization of $27,788 and $0 161,682 -
Goodwill 1,474,907 -
Total assets $ 2,748,281 $ 1,322
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable $ 1,064,877 219,098
Accrued expenses and other liabilities 1,735,270 1,661,776
Accrued interest 308,884 277,829
Notes payable, current portion 589,359 258,609
Convertible notes payable, current portion, net of discounts of $965 and $1,581 975,287 986,163
Notes payable, related party, current portion 7,396 7,396
Credit line payable 631,855 -
Derivative liability 2,196,937 11,855,072
Total current liabilities 7,509,865 15,265,943
Notes payable, net of current portion 1,146,555 -
Total liabilities 8,656,420 15,265,943
Stockholders’ deficit
Series A convertible preferred stock, $0.00001 par value; 10,000,000 shares authorized; 10,000,000 and 2,500,000 issued and outstanding at March 31, 2017 and December 31, 2016, respectively 100 25
Common stock, $0.00001 par value; 10,000,000,000 shares authorized; 3,375,701,670 and 2,915,701,670 issued; 3,375,651,670 and 2,915,651,670 outstanding at March 31, 2017 and December 31, 2016, respectively 33,757 29,157
Additional paid-in capital 7,207,302 7,009,783
Treasury stock, 50,000 shares at $.084 per share (4,200 ) (4,200 )
Accumulated deficit (13,128,202 ) (22,299,386 )
Total Intelligent Highway Solutions stockholders’ deficit (5,891,243 ) (15,264,621 )
Non-controlling interest in subsidiary (16,896 ) -
Total liabilities and stockholders’ deficit $ 2,748,281 $ 1,322
See accompanying notes to condensed consolidated financial statements.
3
INTELLIGENT HIGHWAY SOLUTIONS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
2017 2016
Revenue $ 633,468 $ -
Cost of sales 559,291 -
Gross profit 74,177 -
Operating expenses
Salaries and wages 41,443 38,179
General and administrative 320,929 103,463
Total operating expenses 362,372 141,642
Loss from operations (288,195 ) (141,642 )
Other income (expense)
Gain on extinguishment of debt - 40
Gain on derivative fair value adjustment 9,487,661 270,252
Interest expense (45,178 ) (199,701 )
Total other income (expense) 9,442,483 70,591
Income (loss) before income taxes 9,154,288 (71,051 )
Income tax expense - -
Net income (loss) before non-controlling interest 9,154,288 (71,051 )
Net loss attributable to non-controlling interest (16,896 ) -
Net income (loss) attributable to Intelligent Highway Solutions $ 9,171,184 $ (71,051 )
Basic income (loss) per common share $ 0.00 $ (0.00 )
Diluted income (loss) per common share $ 0.00 $ (0.00 )
Basic weighted average shares outstanding 3,055,651,670 2,727,711,483
Diluted weighted average shares outstanding 15,281,582,964 2,727,711,483
See accompanying notes to condensed consolidated financial statements.
4
INTELLIGENT HIGHWAY SOLUTIONS
STATEMENTS OF CASH FLOWS
UNAUDITED
Three Months Ended March 31,
2017 2016
Cash flows from operating activities
Net income (loss) before non-controlling interest $
9,154,288
$ (71,051 )
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services 6,750 -
Depreciation 320 2,496
Gain on derivative fair value adjustment (9,487,661 ) (270,252 )
Amortization of deferred loan costs - 9,254
Amortization of debt discount 616 121,090
Amortization of prepaid expenses - 19,146
Amortization of intangible assets
24,788
-
Expenses paid on behalf of company 137,515 -
Excess derivative liability charged to interest - 36,631
Changes in operating assets and liabilities
Contracts receivable (301,651 ) -
Accounts payable 290,468 32,509
Accrued interest 44,533 32,331
Accrued expenses and other liabilities 61,763 42,184
Net cash used in operating activities (65,271 ) (45,662 )
Cash flows from investing activities
Cash acquired in acquisition 160,466 -
Net cash used in investing activities 160,466 -
Cash flows from financing activities
Repayments on bank overdraft - (2,981 )
Proceeds from notes payable - 53,955
Repayments of notes payable - (3,263 )
Net proceeds from related party payables - 396
Net cash provided by financing activities - 48,107
Change in cash and cash equivalents 95,195 2,445
Cash at beginning of period 1,002 -
Cash at end of period $ 96,197 $ 2,445
Supplemental disclosures of cash flow information
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
Supplemental disclosure of non-cash financing activities:
Common stock issued for note conversion $ 11,492 $ 5,825
Common stock issued for accrued interest conversion $ 13,478 $ -
Debt discount on convertible notes $ - $ 83,122
Initial measurements of derivative liabilities $ - $ 100,097
See accompanying notes to condensed consolidated financial statements.
5
INTELLIGENT HIGHWAY SOLUTIONS, INC.
Notes to Unaudited Condensed Financial Statements
March 31, 2017
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Nature of Business and Trade Name
Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed on April 22, 2011. IHS is a technology based intelligent highway solutions contractor. Through June 30, 2013, the Company’s primary focus was in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the State’s transportation infrastructure. Since that time, the Company has devoted its time to electrical service contracts. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience.
On March 9, 2017, the Company, through a special purpose entity in which the Company has a controlling interest and 80% ownership, acquired the outstanding ownership interests in Cresent Construction Company, a full service general contracting firm. The Company will continue to perform general contracting services as it continues its development of transportation technologies.
NOTE 2 – UNAUDITED CONDENSED CONSOLDIATED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ended March 31, 2017 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements. The results of operations for the period ended March 31, 2017 are not necessarily indicative of the operating results for the full year.
NOTE 3 – GOING CONCERN
The Company’s unaudited condensed consolidated interim financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. While the Company has recently established an ongoing source of revenues, we do not anticipate it to be sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
6
NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.
Actual results could differ from those estimates. The Company’s condensed consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Cash
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The company does not have cash equivalents as of March 31, 2017 or December 31, 2016.
Property, Plant and Equipment
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
Estimated
Useful Life
Furniture and fixtures 3 - 5 years
Machinery and equipment 5 years
Vehicles 5 years
7
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of March 31, 2017 and December 31, 2016 were:
March 31, 2017 December 31, 2016
Machinery and equipment $ 2,676 $ 2,149
Furniture and fixtures 14,103 6,273
Leasehold improvements 37,270 -
Vehicles 56,897 -
Sub Total $ 110,946 $ 8,422
Accumulated depreciation (8,422 ) (8,102 )
Total $ 102,524 $ 320
Depreciation expense for the three months ended March 31, 2017 and 2016 was $320 and $2,496, respectively.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following at March 31, 2017 and December 31, 2016:
March 31, 2017 December 31, 2016
Payroll tax liabilities 761,396 $ 761,396
Other payroll accruals 212,642 162,765
Federal and state income taxes payable 128,741 128,741
Other 632,491 608,874
Total $ 1,735,270 $ 1,661,776
Other accrued expenses mainly consist of accrued consulting fees due to management and other consulting firms. Of the $128,741 accrued for federal and state income taxes payable at March 31, 2017 and December 31, 2016, $127,141 relates to the federal income tax payable as discussed in Note 11 and $1,600 relates to state income taxes payable.
Revenues and Cost of Revenues
Revenues from fixed-price and cost-plus contracts are recognized on the percentage of completion method, whereby revenues on long-term contracts are recorded on the basis of the Company’s estimates of the percentage of completion of contracts based on the ratio of the actual cost incurred to total estimated costs. This cost-to-cost method is used because management considers it to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured on the cost-to-cost method.
Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changed in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Claims for additional contract revenue are recognized when realization of the claim in probable and the amount can be reasonably determined.
8
Fair Value Measurements
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Derivative Liabilities
The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.
Net Income (Loss) Per Share
Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares and potential common shares during the specified period. For the three months ended March 31, 2017, there was 12,225,931,294 such potentially dilutive shares included in the diluted weighted average shares outstanding. During the three months ended March 31, 2016 potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 12,837,333,612 such potentially dilutive shares excluded for the three months ended March 31, 2016. The potentially dilutive shares arise from the following instruments:
2017 2016
Convertible notes payable and accrued interest 12,013,308,993 12,837,333,612
Series A convertible preferred stock 212,622,301 -
Total 12,225,931,294 12,837,333,612
Recent Accounting Pronouncements
In February 2015, the FASB issued ASC 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its consolidated financial statements.
In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the three or six months ended March 31, 2017 or 2016.
9
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ” The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.
In January 2017, the FASB issued ASU 2017-04, “ Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the consolidated financial statements.
Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.
NOTE 5 – DERIVATIVE LIABILITIES
As discussed in Note 3, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of March 31, 2017 and December 31, 2016:
Level 1 Level 2 Level 3 Fair Value at
March 31, 2017
Liabilities
Derivative Liability $ - $ 2,196,937 $ - $ 2,196,937
Level 1 Level 2 Level 3 Fair Value at
December 31, 2016
Liabilities
Derivative Liability $ - $ 11,855,072 $ - $ 11,855,072
As of March 31, 2017, the Company had a $2,196,937 derivative liability balance on the balance sheet and recorded a gain from derivative liability fair value adjustment of $9,487,661 during the three months ended March 31, 2017. The Company assessed its outstanding convertible notes payable as summarized in Note 8 – Convertible Notes Payable and determined certain convertible notes payable with variable conversion features contain embedded derivatives and are therefore accounted for at fair value under ASC 920, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments.
Utilizing Level 2 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the three months ended March 31, 2017 and 2016 of $9,487,661 and $270,252, respectively. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates of 1.03%, dividend yield of 0%, expected lives of 1 year, and volatility between 325% and 327%.
A summary of the activity of the derivative liability is shown below:
Balance at December 31, 2016 $ 11,855,072
Derivative liabilities recorded -
Change due to note conversion (170,474 )
Fair value adjustment (9,487,661 )
Balance at March 31, 2017 $ 2,196,937
NOTE 6 – CONCENTRATIONS OF RISK
Our revenues during the three months ended March 31, 2017 were generated completely from three clients. The loss of any of these clients will have a material adverse impact on our business. There were no revenues earned during the three months ended March 31, 2016.
10
NOTE 7 – NOTES PAYABLE
The Company has entered into various debt agreements to fund operations. A summary of outstanding non-convertible notes payable is as follows:
March 31, 2017 December 31, 2016
Note payable to non-related party, unsecured, due on September 1, 2014, interest rate of 0%. Currently in default. Principal due on demand. $ 20,000 $ 20,000
Note payable to non-related party, unsecured, due on December 31, 2014, interest rate of 0%. Currently in default. Principal due on demand. 5,000 5,000
Note payable to non-related party, secured by vehicles owned by the Company, due on October 22, 2016, interest rate of 15%. Currently in default. Principal and accrued interest due on demand. 100,000 100,000
Note payable to non-related party, unsecured, due on April 29, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand. 33,000 33,000
Note payable to non-related party, unsecured, due on June 22, 2016, interest rate of 8%. Currently in default. Principal and accrued interest due on demand. 79,755 73,455
Sale of future receivable to non-related party, secured by future accounts receivable, due on December 31, 2016. Principal due as future accounts receivable are collected. 27,154 27,154
Seller’s note from acquisition of Cresent Construction Company, due on March 31, 2022, interest rate of 6%. 1,300,000 -
Bonding note from acquisition of Cresent Construction Company, due on March 31, 2020, interest rate of 8%. 160,466
Vehicle loans 10,539
Total principal outstanding 1,735,914 258,609
Less: debt discounts - -
Total balance $ 1,735,914 $ 258,609
Required principal payments from March 31, 2017 forward are as follows:
2017 $ 433,287
2018 329,801
2019 263,757
2020 270,965
2021 287,678
2022 150,426
Total $ 1,735,914
There was $40,589 and $27,377 of accrued interest payable on non-convertible notes payable as of March 31, 2017 and December 31, 2016.
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NOTE 8 – CONVERTIBLE NOTES PAYABLE
The Company has entered into various convertible debt agreements to fund operations. A summary of outstanding convertible notes payable is as follows:
March 31, 2017 December 31, 2016
Convertible note payable to non-related party, unsecured, interest of 10%, due on February 13, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. $ 50,000 $ 50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 8, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 15,000 15,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 21, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 30,000 30,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on May 9, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 50,000 50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on November 4, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on July 15, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 50,000 50,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on September 3, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 31, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on October 21, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 20,000 20,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on December 30, 2015. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 45,000 45,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on March 26, 2016. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 25,000 25,000
Convertible note payable to non-related party, unsecured, interest of 10%, due on April 26, 2013. Currently in default. May be converted at the option of the holder into common stock at a rate of $0.30 per share. Payable on demand. 30,000 30,000
Convertible note payable to non-related party, interest of 10%, unsecured, due on June 11, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the five days prior to conversion. The Company may not repay the convertible note in cash. 59,800 59,800
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on December 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash. 55,000 55,000
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 40% discount from the lowest closing bid price during the fifteen days prior to conversion. The Company may not repay the convertible note in cash. 27,466 27,466
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 8,642 20,134
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March 31, 2017 December 31, 2016
Convertible note payable to non-related party, interest rate of 10%, unsecured, due on June 25, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 5,500 5,500
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 77,947 77,947
Convertible note payable to non-related party, interest rate of 8%, unsecured, due on July 7, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 80,236 80,236
Convertible note payable to non-related party, interest rate of 10, unsecured, due on June 15, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 45% discount from the lowest intra-day trading price of the Company’s common stock during the twenty trading days prior to conversion. The Company may not repay the convertible note in cash. 11,500 11,500
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on May 19, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 60,000 60,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on September 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 47,000 47,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 19, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the average of the three lowest trading prices during days prior to conversion. The Company may not repay the convertible note in cash. 16,018 16,018
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 12, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash. 58,941 58,941
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on August 30, 2016. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion. The Company may not repay the convertible note in cash. 36,000 36,000
Convertible note payable to non-related party, interest rate of 12%, unsecured, due on November 3, 2017. May be converted at the option of the holder into common stock at a price equal to a 50% discount from the lowest trading price during the twenty days prior to conversion effective May 3, 2017. The Company may repay the note in cash through May 3, 2017 and not thereafter. 16,500 16,500
Convertible note payable to non-related party, interest rate of 15%, default interest rate of 22%, unsecured, due on September 11, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five days prior to conversion. The Company may not repay the convertible note in cash
16,651 16,651
Convertible note payable to non-related party, interest rate of 22%, unsecured, due on October 28, 2015. Currently in default. May be converted at the option of the holder into common stock at a price equal to a 60% discount from the average of the three lowest trading prices during the twenty five trading days prior to conversion. The Company may not repay the convertible note in cash. 9,050 9,050
Total principal outstanding 976,252 987,744
Less: debt discounts (965 ) (1,581 )
Total balance $ 975,287 $ 986,163
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Required principal payments from March 31, 2017 forward are as follows:
2017 $ 976,252
2018 -
2019 -
2020
2021 -
Total $ 976,252
There was $263,662 and $250,452 of accrued interest payable on convertible notes payable as of March 31, 2017 and December 31, 2016.
The Company has recorded a derivative liability for each convertible note payable with a variable conversion rate. See Note 5 for further discussion.
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NOTE 9 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2014, the Company received an interest free $8,000 loan from a related party to fund operations. The loan is unsecured, due on demand and as such is included in current liabilities. There was $5,000 due as of March 31, 2017 and December 31, 2016, respectively.
During the year ended December 31, 2014, the Company received an interest free $2,000 loan from a related party to fund operations. The related party made additional advances of $396 during the year ended December 31, 2016. The loan is unsecured, due on demand and as such is included in current liabilities. There was $2,396 due as of March 31, 2017 and December 31, 2016, respectively.
NOTE 10 – STOCKHOLDERS’ DEFICIT
The Company is authorized to issue up to 10,000,000,000 shares of $0.00001 par value common stock and 50,000,000 shares of $0.0001 par value blank check preferred stock of which 10,000,000 has been designated as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted to common stock at the option of the holder at the greater of one share of common for each share of Series A Convertible Preferred Stock or the par value of the stock divided by a 10% discount from the volume weighted average price of the common stock of the preceding ten trading days.
During the three months ended March 31, 2017, the Company issued a total of 212,465,932 shares of common stock for the conversion of $11,492 of outstanding principal and 247,534,068 shares of common stock for the conversion of $13,478 of outstanding interest on convertible notes payable. All conversions were performed under the contractual terms of the respective notes payable.
During the three months ended March 31, 2017, the Company issued a total of 7,500,000 shares of Series A Convertible Preferred Stock for services rendered in connection with its acquisition of Cresent Construction Company. The shares of Series A Convertible Preferred Stock were valued on an as converted to common stock basis at $0.0009 per share resulting in a total value of $6,750.
There were 3,375,701,670 and 2,915,701,670 common shares issued and 3,375,651,670 and 2,915,651,670 outstanding at March 31, 2017 and December 31, 2016, respectively.
There were 10,000,000 and 2,500,000 series A convertible preferred shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters.
As of the date of this report, except as described below, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.
Payroll Tax Liabilities
As of March 31, 2017 and December 31, 2016 the Company had accrued $761,396 in payroll tax liabilities. The payment of these liabilities has not been made due to our limited profitability. Due to the uncertainty regarding our future profitability, it is difficult to predict our ability to pay these liabilities. As a result, a federal tax lien has been levied that will have to be satisfied.
Federal Income Tax Liability
On January 29, 2015, we received a notification from the Internal Revenue Service (the “IRS”) regarding deficiencies in our tax return for the year ended December 31, 2011. The notice was the result of not filing our tax return for the year then ended and included the results of an IRS examination which yielded an income tax amount due of $92,804 plus penalties and interest totaling $34,337 for a total amount due of $127,141. While we believe we will be able to successfully reduce the tax liability and assessed penalties to zero or near zero due to our net loss sustained during the year ended December 31, 2011, the possibility exists we will be unsuccessful and could face an assessment for the full amount of $127,141. As detailed in Note 4, there is an accrued liability of $127,141 for this potential payout as of March 31, 2017 and December 31, 2016.
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NOTE 12 – STOCK OPTIONS
The following table summarizes all stock option activity for the three month period ending March 31, 2017:
Shares Weighted-
Average
Exercise Price
Per Share
Outstanding, December 31, 2016 448,570 $ 0.30
Granted - -
Exercised - -
Forfeited - -
Expired -
Outstanding, March 31, 2017 448,570 $ 0.30
The following table discloses information regarding outstanding and exercisable options at March 31, 2017:
Outstanding Exercisable
Exercise
Prices Number of
Option Shares Weighted
Average
Exercise
Price Weighted
Average
Remaining
Life
(Years) Number of
Option Shares Weighted
Average
Exercise
Price
$ 0.30 448,570 $ 0.30 1.14 448,570 $ 0.30
448,570 $ 0.30 1.14 448,570 $ 0.30
In determining the compensation cost of the stock options granted, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in these calculations are summarized as follows:
March 31, 2017
Expected term of options granted 2 - 5 years
Expected volatility range 394 - 408 %
Range of risk-free interest rates 1.70 – 1.73 %
Expected dividend yield 0 %
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NOTE 13 – ACQUISTION
On March 9, 2017, the Company, through a newly created special purpose entity, executed a share purchase agreement to acquire all outstanding ownership interests in Crescent Construction Company, Inc. a full service general contracting firm for total consideration of $1,800,000. The agreement required a cash payment of $500,000 at closing plus a note payable for $1,300,000. The note carries interest of 6%, matures on March 31, 2022 and requires equal quarterly payments of $152,693. Additionally, the Company entered into a separate note payable with the seller for cash proceeds of $160,466. Because this note was executed simultaneously with the purchase agreement, it was considered part of the acquisition price which brought the total consideration to $1,960,466.
The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, contracts receivable, equipment, non-compete agreements and contracts in progress) and liabilities assumed (accounts payable and accrued expenses and notes payable) at fair value as of the acquisition date. The cash, contracts receivable, accounts payable and accrued expenses and notes payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of all equipment to be historical book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. The allocation of the excess purchase price is not final and the amounts allocated to intangible assets are subject to change pending the completion of final valuations of certain assets and liabilities. Under the purchase agreement, the Company paid cash of $500,000 and issued a total of $1,460,466 of promissory notes for total consideration of $1,960,466. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
ASSETS ACQUIRED
Cash $ 160,466
Contracts receivable 611,320
Equipment 102,524
Non-compete agreement 32,468
Contracts in progress 157,002
Goodwill 1,474,907
Total assets acquired $ 2,538,687
LIABILITIES ASSUMED
Accounts payable and accrued expenses $ 567,042
Notes payable 11,179
Total liabilities assumed 578,221
NET ASSETS ACQUIRED $ 1,960,466
In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma condensed consolidated statements of operations to present a summary of the combined results of the Company’s condensed consolidated operations as if the acquisition had been completed as of the beginning of the reporting period. Adjustments were made to eliminate any inter-company transactions in the periods presented.
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INTELLIGENT HIGHWAY SOLUTIONS
PRO-FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
2017 2016
Revenue $ 1,399,750 $ 1,858,038
Cost of sales 1,426,641 1,638,598
Gross (loss) profit (26,891 ) 219,440
Operating expenses
Salaries and wages 66,824 59,100
General and administrative 172,484 133,457
Total operating expenses 239,308 192,557
Income (loss) from operations
(266,199 ) 26,883
Other income (expense)
Gain on extinguishment of debt - 40
Gain on derivative fair value adjustment 9,487,661 270,252
Interest expense (32,349 ) (199,701 )
Total other income (expense), net
9,455,312 70,591
Income before income taxes
9,189,113 97,474
Income tax expense - -
Net income before non-controlling interest 9,189,113 97,474
Net (loss) income attributable to non-controlling interest (9,931 ) 33,705
Net income attributable to Intelligent Highway Solutions $ 9,199,044 $ 63,769
NOTE 14 – EQUITY LINE OF CREDIT
On August 6, 2015, the Company entered into line of credit whereby it has the right to sell to the investor up to $5,000,000 of common stock over a period of 24 months. The Company may sell up to $100,000 of common stock, but not less than $5,000, at any time at is sole discretion by issuing a put notice to the investor. The sales price of the stock will be equal to a 30% discount from the average of the lowest two closing bid prices in the preceding five trading days. There is a minimum of ten trading days between put notices. The agreement requires the Company to issue 3% of the total credit line, or $150,000, in common stock with an issue price equal to the average of the daily volume weighted average prices of the Company’s common stock during the five business days immediately preceding the due date of the issuance. The Company did not exercise its rights under the agreement during the period ended March 31, 2017.
NOTE 15 – LINE OF CREDIT
On March 9, 2017, the Company entered into a revolving line of credit to borrow up to $5,000,000 dollars of which $631,855 was drawn immediately. Of the amount drawn on March 9, 2017, $500,000 was paid to the seller of Cresent Construction Company as the cash component of the acquisition and $131,855 was drawn to pay seller and financer acquisition related costs. The credit line carries interest at 12% per annum. There was $631,855 and $0 of principal drawn as of March 31, 2017 and December 31, 2016, respectively. There was $4,634 and $0 of accrued interest due at March 31, 2017 and December 31, 2016, respectively.
NOTE 16 – SUBSEQUENT EVENTS
Common Stock Issuances
On various dates through July 17, 2017, the Company issued a total of 1,438,816,488 common shares for the conversion of a total of $75,028 of outstanding principal on convertible notes payable. All conversions were done under contractual terms within each respective convertible note payable.
On various dates through July 17, 2017, the Company issued a total of 69,077,188 common shares for the conversion of a total of $3,682of outstanding accrued interest on convertible notes payable. All conversions were done under contractual terms within each respective convertible note payable.
On various dates through July 17, 2017, the Company issued a total of 260,000,000 common shares for services provided by consultants. The shares were valued using the closing price on the dates of issuance which was from $0.0001 to $0.0002 per share resulting in a total value of $42,000.
Convertible Notes Payable
On April 25, 2017, the Company executed a securities purchase agreement with an existing convertible noteholder to enter into an additional $21,230 of convertible notes payable with each carrying a 10% original issue discount resulting in net cash borrowings of $19,300 being available to the Company. The note is carries interest at 12% and each tranche of cash received is due nine months after receipt. The note is convertible into shares of the Company’s common stock at a rate equal to a 42% discount from the lowest intra-day trading price for the Company’s common stock during the twenty days prior to conversion. The Company has received all of the available cash borrowings under the convertible note payable resulting in $21,230 being outstanding as of July 17, 2017.
On May 10, 2017, the Company executed a securities purchase agreement with an existing convertible noteholder to enter into an additional $11,250 of convertible notes payable with and original issue discount totaling $1,500 resulting in net cash borrowings of $9,750 being available to the Company. The note carries interest at 12% and each tranche of cash received is due nine months after receipt. The note is convertible into shares of the Company’s common stock at a rate equal to a 42% discount from the lowest intra-day trading price for the Company’s common stock during the twenty days prior to conversion. The Company has received all of the available cash borrowings under the convertible note payable resulting in $11,250 being outstanding as of July 17, 2017.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Notice Regarding Forward Looking Statements
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Overview
Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed in April 22, 2011; IHS is a technology based intelligent highway solutions contractor. The Company’s primarily focus is in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the state’s transportation infrastructure. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience. While the Company develops technologies related to transportation, it will accept general electrical contracting work as a revenue source.
Plan of Operations
On August 22, 2013, the Company entered into a distribution agreement (the “Distribution Agreement”) with SCS Lighting Solutions Inc. (“SCS”), whereby SCS appointed the Company as its exclusive distributer of SCS products in Sacramento, California and other locations, as determined by both parties in the future. The SCS products include standard lighting solutions, as well as custom lighting products for indoor and outdoor applications. The Distribution Agreement is no longer exclusive.
The Distribution Agreement’s term automatically renews for one (1) year increments, unless either party elects to terminate the Agreement by giving not less than sixty (60) days’ notice prior to the end of the current term.
On March 19, 2014, the Company announced it had received a significant purchase order from Honeywell International Inc. (“Honeywell”) for the installation of a temperature control system and associated sensors in a state owned office building in Alameda, California.
On July 1, 2014, the Company announced it had received a second purchase order from Honeywell. The purchase order is for additional work in office buildings owned by the State of California.
These purchase orders with Honeywell were the Company’s sole source of income in 2014. The Honeywell project was completed during the first quarter of 2015 and a new electrical contracting project started shortly thereafter.
On March 9, 2017, the Company, through a special purpose entity in which the Company has a controlling interest and 80% ownership, acquired the outstanding ownership interests in Cresent Construction Company, a full service general contracting firm. The Company will continue to perform general contracting services as it continues its development of transportation technologies.
Results of Operations
Revenue
All revenue during the three months ended March 31, 2017 were generated from general construction contracting services performed by Cresent Construction Company. We did not generate revenue during the three months ended March 31, 2016.
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Three months ended March 31, 2017 and 2016
Three months ended March 31,
2017 2016 Change
Revenue $ 633,468 $ - $ 633,468
Revenues for the three months ended March 31, 2017 were $633,468 compared to $0 during the same period in 2016. The increase in revenue was the result of the Company’s acquisition of Cresent Construction Company as all revenues generated during the three months ended March 31, 2017 were from services performed by Cresent.
Cost of Goods Sold
Cost of revenues include all direct material, sub-contract, labor, and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Additionally, the amortization of intangibles assets resulting from the acquisition of Cresent Contraction Company are recorded as costs of goods sold.
Three months ended March 31, 2017 and 2016
Three months ended March 31,
2017 2016 Change
Labor $ 517,930 $ - $ 517,930
Amortization of intangible assets 27,888 - 27,888
Other 13,573 - 13,573
Total $ 559,291 $ - $ 559,291
Cost of goods sold for the three months ended March 31, 2017 were $559,291 compared to $0 during the same period in 2016. The increase in cost of revenue was the result of the Company’s acquisition of Cresent Construction Company as all costs of revenues generated during the three months ended March 31, 2017 were from services performed by Cresent.
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Operating Expenses
Three months ended March 31, 2017 and 2016
Three months ended March 31,
2017 2016 Change
Salaries and wages $ 41,443 $ 38,179 $ 3,264
Professional services 173,779 96,947 76,832
Other 147,150 6,516 140,634
Total $ 362,372 $ 141,642 $ 220,730
Operating expenses for the three months ended March 31, 2017 were $362,372 compared to $141,642 for the three months ended March 31, 2016. The increase of $220,730 or 156% is the result of the Company’s increased operations from its acquisition completed during the three months ended March 31, 2017. Salaries and wages consist of management compensation during each period presented which is relatively unchanged due to the renewal of existing employment agreements in 2017 under the substantially the same terms as agreements in place for 2016. Professional fees increased $76,832, or 79%, during the three months ended March 31, 2017 as the result of acquisition related legal costs incurred during the three months ended March 31, 2017 that were not present in 2016. The increase in other operating expenses is the result of the Company incurring acquisition related costs of $131,855 as part of the acquisition closed during the three months ended March 31, 2017.
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Other Income and Expenses
Three months ended March 31, 2017 and 2016
Three months ended March 31,
2017 2016 Change
Interest expense, net $ (45,178 ) $ (199,701 ) $ 154,523
Gain on extinguishment of debt - 40 (40 )
Gain on derivative fair value adjustment 9,487,661 270,252 9,217,409
Total $ 9,442,483 $ 70,591 $ 9,371,892
Other income and expense during the three months ended March 31, 2017 was a net gain of $9,442,483 compared to a net gain of $70,591 during the three months ended March 31, 2016. The increase in net gain of $9,371,892 was the result of increased gains recognized on the fair value adjustment of derivative liabilities. We do not expect this amount of gain to be recurring.
Net Income (Loss)
Three months ended March 31, 2017 and 2016
Three months ended March 31,
2017 2016 Change
Net income (loss) before non-controlling interest $ 9,154,288 $ (71,051 ) $ 9,225,339
Non-controlling interest (16,896 ) - (16,896 )
Net income (loss) after non-controlling interest $ 9,171,184 $ (71,051 ) $ 9,208,443
Net income for the three months ended March 31, 2017 was $9,171,184 compared to a net loss of $71,051 for the three months ended March 31, 2016. The increase in net income during the three months ended March 31, 2017 is attributable to the increased gain on the fair market value of derivatives partially offset by increased acquisition related costs.
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Liquidity and Capital Resources
As of March 31, 2017, we had cash of $96,197, total current assets of $1,009,168 and total current liabilities of $7,509,865 creating a working capital deficit of $6,500,697. Current assets consisted of $96,197 in cash, $897,990 of net contracts receivable and $14,981 of costs in excess of billings. Current liabilities consisted of accounts payable $1,064,877, current notes payable of $589,359, current convertible notes payable net of discounts of $975,287, a derivative liability of $2,196,937, accrued interest of $308,884, related party notes payable of $7,396, a credit line payable of $631,855 and accrued expenses and other liabilities of $1,735,270.
As of December 31, 2016, we had $1,002 of cash on hand, total current assets of $1,002 and total current liabilities of $15,265,943 creating a working capital deficit of $15,264,941. Current assets consisted of $1,002 of cash. Current liabilities consisted of accounts payable of $219,098, accrued expenses and other liabilities of $1,661,776, notes payable net of discounts of $258,609, convertible notes payable net of discounts of $986,163, related party notes payable of $7,396, derivative liabilities of $11,855,072 and accrued interest of $277,829.
We expect our cash needs to fund operations during the twelve months to be approximately $500,000. The Company will need additional financing to continue operations in 2017 and beyond which management anticipates will be generated from short term related party loans, convertible notes with non-related parties and non-convertible notes with non-related parties.
Cash Flows from Operating Activities
Cash flows used in operating activities during the three months ended March 31, 2017 was $65,271 which consisted of a net income before non-controlling interest of $9,154,288, non-cash expenses and gains of $9,314,672, mainly due to a gain on the fair market value of derivative liabilities of $9,487,661 offset by expenses paid on behalf of the Company of $137,515, and negative changes in working capital of $95,113.
Cash flows used in operating activities during the three months ended March 31, 2016 was $45,662 which consisted of a net loss of $71,051, non-cash expenses and gains of $81,635, mainly due to a gain on the fair market value of derivative liabilities of $270,252 offset by the amortization of debt discounts of $121,090, and negative changes in working capital of $107,024.
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Cash Flows from Investing Activities
During the three months ended March 31, 2017 and 2016, we generated $160,466 and $-0- of cash in investing activities. Cash generated from investing activities during the three months ended March 31, 2017 consisted solely of cash acquired in the acquisition of Cresent Construction Company.
Cash Flows from Financing Activities
The Company did not generate cash from or use cash in financing activities during the three months ended March 31, 2017.
Cash provided by financing activities during the three months ended March 31, 2016 was $48,107 which consisted of proceeds from notes payable of $53,955, repayments of notes payable of $3,263, repayments of bank overdrafts of $2,981 and proceeds from related party notes payable of $396.
Going Concern
Based on our financial history since inception, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. We have generated very little revenue and have limited tangible assets. Our company has a limited operating history. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to on a profitable basis. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
Management plans to continue to fund operations via short term related party loans and additional convertible as well as non-convertible debt from non-related parties.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
Critical Accounting Policies
There have been no changes in the Company’s significant accounting policies for the three months ended March 31, 2017 as compared to those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on June 29, 2017.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a Smaller Reporting Company and are not required to provide the information under this item.
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Item 4. Controls and Procedures.
Disclosure of controls and procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective to ensure that: (1) information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2017. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of March 31, 2017, the Company’s internal control over financial reporting was not effective.
As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of March 31, 2017:
(1) Lack of an independent audit committee or audit committee financial expert. Although our board of directors serves as the audit committee it has no independent directors. Further, we have not identified an audit committee financial expert on our board of directors. These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management.
We do not have sufficient experience from our accounting personnel with the requisite U.S. GAAP public company reporting experience that is necessary for adequate controls and procedures.
Our management determined that these deficiencies constituted material weaknesses.
Due to our small size, we were not able to immediately take any action to remediate these material weaknesses but plan to address these items in the near future. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein, we believe that our consolidated financial statements contained in this report fairly present our financial position, results of operations, and cash flows for the quarter covered thereby in all material respects.
Changes in internal controls over financial reporting.
There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
We are a Smaller Reporting Company and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended March 31, 2017, the Company issued a total of 212,465,932 shares of common stock for the conversion of $11,492 of outstanding principal and 247,534,068 shares of common stock for the conversion of $13,478 of outstanding interest on convertible notes payable.
During the three months ended March 31, 2017, the Company issued a total of 7,500,000 shares of Series A Convertible Preferred Stock for services rendered in connection with its acquisition of Cresent Construction Company.
The above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they either: (1) agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering”; or (2) received shares pursuant to conversions of notes and the notes themselves had been held for longer than 6 months prior to conversion into unrestricted shares. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable
Item 5. Other Information.
None
Item 6. Exhibits.
Exhibit
Number Exhibit Title
31.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Office pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS * XBRL Instance Document
101.SCH * XBRL Taxonomy Schema
101.CAL * XBRL Taxonomy Calculation Linkbase
101.DEF * XBRL Taxonomy Definition Linkbase
101.LAB * XBRL Taxonomy Label Linkbase
101.PRE * XBRL Taxonomy Presentation Linkbase
* Filed herewith.
+ In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.
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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, thereunto duly authorized.
INTELLIGENT HIGHWAY SOLUTIONS, INC.
Date: July 17, 2017
By: /s/ Devon Jones
Devon Jones
Chief Executive Officer
(Principal Executive Officer)
Date: July 17, 2017
By: /s/ Philip Kirkland
Philip Kirkland
Chief Financial Officer
(Principal Financial and Accounting Officer)
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SOURCE: Intelligent Highway Solutions
June 29, 2017 23:14 ET
UPDATE - Intelligent Highway Solutions Announces Filing of 2016 10K and 10Q's
SACRAMENTO, CA--(Marketwired - Jun 29, 2017) - Intelligent Highway Solutions, Inc. (OTC PINK: IHSI) today announced that it has filed its 2016 10Q's and a 10K with the U.S. Securities and Exchange Commission.
"IHSI appreciates the patience of its shareholders and announces that it has taken a key step to be current with its financial filing requirements," said Devon Jones, CEO. "We are pleased to announce that with the filings we are one step closer to insuring that our financial obligations are current and compliant. We will be filing our 2017 10Qs in July, which will include the consolidated financial information concerning Cresent Construction Inc.," Mr. Jones said. "We will also shortly introduce our new website that will highlight our Company and its achievements and opportunities."
About Intelligent Highway Solutions, Inc.
Intelligent Highway Solutions, Inc. was formed in April, 2011. IHSI develops high and low voltage electrical solutions for a variety of platforms. The Company performs electrical installations, temperature control systems, communication and wireless integration and advanced lighting systems.
Forward Looking Statements: Any statements contained herein that are not historical facts are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date such information was released. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after release of this information.
CONTACT INFORMATION
Contact:
Paul Knopick
E & E Communications
pknopick@eandecommunications.com
(940) 262-3584
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World Health Energy Holdings Inc. Announces Successful development of WHEN 1 New Financial software for Debit Cards & General Banking
July 05, 2017 09:35 ET | Source: World Health Energy Holdings, Inc.
NEW YORK, July 05, 2017 (GLOBE NEWSWIRE) -- World Health Energy Holdings (OTC PINK:WHEN), a diversified energy, health and financial software company (www.worldhealthenergy.com, www.whentrade.com) announced today the successful development of its WHEN 1 generation 1 financial software which can be used as a back office system for Banks and Financial companies for opening new accounts, managing accounts and online debit card services.
According to http://www.marketsandmarkets.com/PressReleases/financial-service-application.asp The Financial Services Application Market will be worth $103.66 Billion by 2019.
The new WHEN 1; Back Office software was designed by a development team headed by Mr Uri Tadelis, CEO International Banking & Software, and Mr Regis Nebor (who worked with www.yahoo.com).
WHEN Trade (www.whentrade.com) is a WHEN company focused on software for financial markets and will also provide live customer accounts.
Investor Database for Future Press Releases and Industry Updates
Interested investors and shareholders are invited to be added to the corporate e-mail database for corporate press releases and periodic industry updates by sending an e-mail to info@worldhealthenergy.com.
About World Health Energy Holdings (www.worldhealthenergy.com)
World Health Energy Holdings, Inc. (WHEN) is a diversified energy, health and financial software company.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. WHEN has great potential but is not yet generating revenues Although forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subjected to known, unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements, including but not limited to our ability to maintain our website and associated computer systems, our ability to generate sufficient market acceptance for our products and services, our ability to generate sufficient operating cash flow, and general economic conditions. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission from time to time which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one of more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
Contacts:
World Health Energy Holdings, Inc.
+1-862-289-0003
info@worldhealthenergy.com
For Tel quotes
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1-855-732-0051
www.OTCLiveQuote.com
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World Health Energy Holdings Inc. Announces That it is incorporating next generation payment card security VRI Voice Recognition Identification into the WHEN 1 Bank software
July 13, 2017 09:58
World Health Energy Holdings Inc. Announces Launch of Online Trading Platform for Foreign Exchange and Futures Trading
September 26, 2016 11:36
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First Colombia Gold Corp Announces Production and Leadership Update
June 30, 2017 12:55 ET | Source: First Colombia Gold Corp
Nashville, TN, June 30, 2017 (GLOBE NEWSWIRE) -- First Colombia Gold Corp. announced today that it has raised the first phase of capital to devote to its coal mining project. This capital will be utilized to begin mobilizing equipment and to start the first phase of reclamation work on the Company’s newly acquired lease in Clay County Kentucky.
Additionally, after retaining Ikerd Natural Resources to lead the operations for the Clay County lease, the Company has announced that Wes Johnson, who is currently running the coal division, will be taking over as CEO of First Columbia Gold Corp., as the Company shifts to a full focus on coal. Jason Castenir, the previous CEO will be taking a consulting role and continuing to assist the Company with the shift from the fuel sector to the mining sector.
"We are excited to finally move from planning and preparation toward implementation of our project", stated outgoing CEO Jason Castenir. "Our goal is for this to snowball and as we devote more resources to the coal mining, the projects can grow."
“I am excited, just very excited to have the opportunity to lead First Columbia in this new direction within the coal industry and I am really grateful to be a part of this team. We have been in the process for the past two months of assembling the best and most capable team within the coal industry to make sure we are operating effectively and for a profit,” stated Mr. Johnson. Mr. Johnson continued, “Mr. Castenir has been terrific to work with and I am excited to continue to work with him and the entire team to move this project forward.”
Mr. Castenir commented, “When we committed to this path back in April I knew that my limited experience within the mining and coal industries was going to be something we had to overcome in order for this to be a profitable venture. We as a team just felt like the timing was right to move someone into the executive position that had more experience and could ensure profitability in the long term. I couldn’t be more thrilled for the Company and the shareholders. We are finally ready to start this project. I am thankful I can still play a role and continue to do my part to make this company a success.”
The Company will be providing an update on timing and forecast production benchmarks by the end of July. This will allow the Company to have the next thirty days on the ground to really see how quickly the reclamation process is going and determine the next steps as it pertains to extraction and logistics for production.
Investor Inquiries:
Website: www.FCGDcorp.com
Email: info@firstcolombiagoldcorp.com
Facebook: http://www.facebook.com/FirstColombiaGold
Twitter: http://www.twitter.com/FCGDCorp
Disclaimer
This release contains forward-looking statements that are based on beliefs of First Colombia Gold Corp. management and reflect First Colombia Gold Corp.'s current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities and Exchange Act of 1934, as amended. When we use in this release the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward looking statements. Such statements reflect the current views of First Colombia Gold Corp. with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements. The information contained in this press release is historical in nature, has not been updated, and is current only to the date shown in this press release. This information may no longer be accurate and therefore you should not rely on the information contained in this press release. To the extent permitted by law, First Colombia Gold Corp. and its employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, any such information, whether or not caused by any negligent act or omission. This press release incorporates by reference the Company's filings with the SEC including 10K, 10Q, 8K reports and other filings. Investors are encouraged to review all filings. There is no assurance First Colombia Gold Corp. will identify projects of merit or if it will have sufficient financing to implement its business plan. There is no assurance that the Company's due diligence on the potential acquisition of oil and gas assets will be favorable nor that definitive terms can be negotiated. Information in this release includes representations from the private companies referred to which has not been independently verified by the company. A downturn in oil prices would affect the potential profitability of the proposed acquisition negatively.
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First Colombia Gold Corp Provides Additional Coal Operations Update
June 13, 2017 20:12
First Colombia Gold Corp Announces Coal Operations Update
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May 25, 2017 09:20
First Colombia Gold Corp Updates Market on Coal Operations
May 18, 2017 08:30
First Colombia Gold Corp Reaches Agreement to Lease Coal Mineral Rights and Receive Assignment of Coal Permit
May 04, 2017 09:36
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SOURCE: In Ovations Holdings, Inc.
July 06, 2017 10:53 ET
In Ovations Holdings, Inc. Acknowledges Strategic Meetings in Denver June 28-30
Atlanta Investors and Digital Media Specialists Meet in Denver, Colorado
NEW YORK, NY--(Marketwired - Jul 6, 2017) - In Ovations Holdings, Inc. (OTC PINK: INOH) in conjunction with Dr. Kenneth Hughes, is pleased to acknowledge strategic meetings in Denver, Colorado targeting entry into the lucrative Cannabis Water Source and Beverage Marketplace utilizing patented Air to Water technology. Dr. Hughes, INOH Chief Scientist, is hosting working meetings with Sunjay Walker Holdings, Lens Head Media, Taproot Hydroponics, and principles from ECG Productions, and Brain Bytes Creative, in Denver, Colorado during the week of June 26, 2017.
According to Dr. Hughes, Chief Science Officer of INOH, "It is a great honor to host Sunjay Walker Holdings, Lens Head Media, Taproot Hydroponics, ECG Productions, and Brain Bytes Creative. Each of these groups are bringing new marketing ideas, investment, and professional expertise to our Cannabis projects that are now in the design and planning phase."
Dr. Hughes and meeting participants toured numerous Medical and Recreational Dispensaries and Growing Operations. One of the highlights was Karmaceuticals, a medical dispensary that sits in the Art District on Santa Fe, one of Colorado's Creative Districts. Karmaceuticals has served more than 12,000 unique medical cannabis customers since Colorado legalized cannabis in 2014 and retails premium plant materials, concentrates, and edibles.
Jason Sirotin, a principal in ECG Productions and Brain Bytes Creative, stated, "There is tremendous opportunity for branding creative new products in the exploding Cannabis Industry and visiting Denver for these discussions has solidified our Company's interest in providing our services to this Industry." Gary Walker, a founder of Sunjay Walker Holdings continued stating, "There are still very good investment opportunities if you are willing to spend time to learn and understand the Industry."
Alex H., from Taproot Hydoponics, noted that much of the new technology developed for the Cannabis Industry is being used by hydroponic food producers and that the market for many water treatment products is beneficial for multiple business and industries. David Ross, from Lens Head Media, stated, "Video marketers are giddy with anticipation of working with companies to roll out brands nationally.
Additional information on INOH's new customers and service partners in the Cannabis Industry will be made available as appropriate.
ABOUT
In Ovations Holdings, Inc. through its subsidiary, Electro Verde Inc., entered into a marketing distribution agreement with Seychelle Water Environmental Technologies, Inc. which manufactures and supplies revolutionary water filtration systems featuring breakthrough technology, most notably, Ionic Adsorption Micro Filtration. Seychelle is a prominent company in the fast-growing water filtration industry, who markets a complete line of top-quality portable water filtration products and brands in North America and worldwide. The company is a minority owner of Atmospheric Water Aquarius Brands) a company involved in water purification. The Company is also engaged in identifying and engaging in other business opportunities for purposes of diversification and revenue generation.
ECG Productions:
ECG Productions is a Video Production and Post Production Company in Atlanta, Georgia. Since 2007 Entertainment Creative Group Productions, Inc. (ECG Productions) has been offering script-to-screen video production, post-production and animation services for commercials, music videos, feature films, television shows, commercials, corporate, and training projects. We offer video pre-production, production, post-production and animation services in Atlanta, Georgia and around the world. Our service offerings include; pre-production, scriptwriting, location and studio production, video editing, 2D and 3D animation, compositing, audio post-production, sound design, original music composition, Blu-ray/DVD mastering, drone aerial photography, 360 Video, Color Correction and Color Grading, and video marketing services. Our state-of-the-art facility located in north Atlanta can be toured virtually by visiting our website at: https://www.ecgprod.com.
Lens Head Media
Lens Head employs the highest levels of expertise available to meet specific requirements of any endeavor. Its directors, cinematographers, editors, and visual effect artists are experienced with commercials, shorts, feature films and national spot ads. In addition, several employees are members of the union. The company is proud of its utilization of superior equipment such as Red Epic Dragon; Red Epic Weapon; drone aerial equipment; Gimbal Systems; Arri Lighting Systems, Cannon lenses; Arri Zeiss Master Primes and more to achieve paramount effects. Having such a broad diversity of equipment offers the client several options based on their individual needs and budget requirements. More information can be found at https://www.lensheadmedia.com.
Taproot Hydroponics:
We specialize in helping people grow their own food and herbs all year long. We can help with various gardening techniques, such as hydroponic and organic soil gardening. We have the supplies necessary to grow indoors under grow lights or outdoors with our custom cedar planters and raised beds. We carry soil, amendments, organic and hydroponic fertilizers, organic pesticides, various media, meters, environmental controllers and much more. Visit https://taphydro.com for additional information.
Natural Wellness Depot, doing business as CBD Wellness Depot, is Michigan's premier distributor of Hemp and CBD containing Wellness products serving the Midwest and Southeast. Carrying more than 100 different products, Natural Wellness Depot currently meets the needs of more than 600 retail locations, medical clinics and natural wellness centers; including approximately 300 provisioning centers in Michigan.
FORWARD-LOOKING DISCLAIMER
This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from the statements made herein.
In Ovations Holdings, Inc. does not grow, process, sell or distribute any products that are in violation of the United States Controlled Substances Act (US.CSA).
CONTACT INFORMATION
Email: inovationsholdingsinc@gmail.com
Website: www.inovationsholdings.com
Facebook: InOvationsHoldings
Twitter: @inohotc
Aquarius Brands™
The Conservation Company™
12260 SW 53rd Street, Suite 603
Cooper City, Florida, 33330, USA
Office Phone - (954) 306-6763
Email: RGoldstein@AquariusBrands.org
www.AquariusBrands.org
www.AtmosphericWaterSolutions.com
Seychelle Environmental Technologies, Inc.
http://www.seychelle.com
Dr. Kenneth Hughes
ken@miltonhvac.com
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Gold Lakes Corp Removes $480,000 of Debt from Balance Sheet
July 10, 2017 09:00 ET | Source: Gold Lakes Corp.
Beachwood, Ohio, July 10, 2017 (GLOBE NEWSWIRE) -- Gold Lakes Corp., (the “Company”) (OTC PINK: GLLK) an exploration stage Blue-Sky company that specializes in acquiring and developing mining assets today announced that it has retired all its convertible notes taken from July thru November 2016 thru issuances of shares in a strong effort to reenergize its balance sheet.
"With these transactions we have removed $480,000 of debt from the balance sheet, thus strengthening our financial position. This will be very important as we pursue additional funding opportunities and work towards uplisting back to the OTCQB Market," Mr. Vallos, CEO of Gold Lakes Corp concluded.
Going forward, the Company will try to avoid convertible notes at all costs, and we will be more judicious in any future financings. Over the past several months, Gold Lakes Corp has focused on reducing the debt exposure on its balance sheet and it is our goal to have all of these convertible notes extinguished from our balance sheet by the end of the year.
We have tightened our belts and will continue to run very lean, and once all of these notes are off our books, we can finally see a relief to the dilution that has plagued the stock for months. It is our goal to improve shareholder value, and we feel that the current price does not reflect the value of the company, and we are confident that our approach will result in a significant increase in our stock price in the future." states Christopher Vallos, President of Gold Lakes Corp.
Gold Lakes Corporation strategy is to identify and acquire prospective properties in well-mineralized mining areas and advancing these properties toward making new discoveries within the Abitibi Greenstone Belt.
About Gold Lakes Corp.: Gold Lakes Corp. is an exploration stage Blue Sky company that specializes in acquiring and developing mining assets. The Company primary asset is known as the "Big Monty" property, located in the prolific Abitibi Greenstone Belt region, in Ontario, Canada. The Big Monty property is bordered by producing gold mines and is situated within the Porcupine-Destor Fault Zone "PDFZ" and Larder Lake Cadillac Fault Zone. For more information please visit: www.goldlakes.com
Forward Looking Statements: This news release includes "forward looking statements", as that term is defined in Section 27A of the Unites States Securities Act of 1933, as amended, and Section 21E of the United States Exchange Act of 1934, as amended, that are subject to assumptions, risks and uncertainties. Statements in this news release that are not purely historical are forward looking statements, including without limitation any statements concerning the Company's intentions, plans, estimates, expectations or beliefs regarding the future. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company's future operations and business prospects, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
Any forward looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements. Except as required by law, the Company assumes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.
For more information please visit: www.goldlakes.com or for Investor Relations contact: 216-916-9303 or email: info@goldlakes.com
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November 23, 2016 09:00
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November 08, 2016 09:00
Gold Lakes Corp Submits Work Permits to Ontario Ministry of Northern Development and Mines
November 01, 2016 09:00
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SOURCE: CloudCommerce, Inc.
CloudCommerce, Inc.
July 10, 2017 11:42 ET
Freeze Tag Retains CloudCommerce to Provide Digital Marketing Services
Company to help build greater awareness of Garfield GO, the client's new augmented reality treasure hunt game
SANTA BARBARA, CA--(Marketwired - July 10, 2017) - CloudCommerce, Inc. (OTCQB: CLWD), a global provider of advanced digital services to leading brands, today announced that it has entered into an agreement with Freeze Tag (OTC PINK: FRZT), a leading creator of mobile social games, to provide digital marketing services aimed at building greater awareness of Garfield GO, an augmented reality treasure hunt game, which is now available on the Apple App Store (iOS) and Google Play Store (Android).
Garfield GO is the first augmented reality, location-based game that features the iconic Garfield cat character. With millions of possible treasure locations available worldwide, Garfield GO players can search for hidden treasures in their own neighborhoods. With the help of 3D Garfield, players can discover coins in the map view, which reflects their surroundings. Once a coin is identified, players enter "Augmented Reality" mode to search for the exact location of the treasure. Augmented reality is a new technology that allows the player to experience parts of the game in the real world.
To learn more about Garfield GO, please visit the game's website at www.garfieldgo.com.
The Garfield GO mobile game is the first collaboration between Freeze Tag and strategic partner, Munzee the next generation in global scavenger hunt games. To learn more about Munzee, go to www.munzee.com.
CloudCommerce will provide a range of digital marketing services incorporating content strategy, data analytics, search-based marketing, and social media strategies aimed at increasing the number of users and downloads for Freeze Tag's Garfield GO game, by focusing on a highly targeted outreach to the mobile game player market.
"We have kicked-off our new digital marketing initiative in an exciting way, with an innovative client who is making a big splash in their industry," commented CloudCommerce CEO Andrew Van Noy. "Freeze Tag is positioned to be very successful in this market, which consists of millions of mobile gamers. Together we aim to roll out an active marketing plan to help advance their digital footprint, and lead potential gamers to their products."
About Freeze Tag
Freeze Tag, Inc. is a leading creator of mobile social games that are fun and engaging for all ages. Based on a free-to-play business model that has propelled games like Candy Crush Saga to worldwide success, we employ state-of-the-art data analytics and proprietary technology to dynamically optimize the gaming experience for revenue generation. Players can download and enjoy our games for free, or they can purchase virtual items and additional features within the game to increase the fun factor. Our games encourage players to compete and engage with their friends on major social networks such as Facebook and Twitter. Founded by gaming industry veterans, Freeze Tag has launched several successful mobile games including the number one hit series Victorian Mysteries® and Unsolved Mystery Club®, as well as digital entertainment like Etch A Sketch®. Freeze Tag games have been downloaded millions of times on the Apple, Amazon and Google app stores.
About CloudCommerce
CloudCommerce, Inc. (CLWD) provides advanced e-commerce services to leading brands. Our customers depend on us to help them compete effectively in the $1.6 trillion worldwide e-commerce market. Our comprehensive services include: (1) development of highly customized and sophisticated online stores, (2) real-time integration to other business systems, (3) digital marketing and data analytics, (4) complete and secure site management, and (5) integration to physical stores. Our goal is to become the industry leader by rapidly increasing the number of customers who regularly depend on us and by acquiring other rapidly growing e-commerce service providers. To learn more about CloudCommerce, please visit www.cloudcommerce.com.
Forward-Looking Statements
Matters discussed in this shareholder letter contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.
CONTACT INFORMATION
Contact:
CloudCommerce, Inc.
Tel: 805-964-3313
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SOURCE: AlumiFuel
July 12, 2017 11:43 ET
AlumiFuel Revenue Jumps 40.7%
CENTENNIAL, CO--(Marketwired - Jul 12, 2017) - AlumiFuel Power Corporation (OTC PINK: AFPW) ("AlumiFuel" or the "Company") today announced preliminary revenue results for the first and second quarters of 2017.
For the first quarter ended March 31, 2017, AlumiFuel recorded total topline revenue of approximately $302,000. For the second quarter ended June 30, 2017, AlumiFuel recorded total topline revenue of approximately $425,000, representing a quarter to quarter revenue increase of approximately 40.7%.
The Company also confirmed it has obtained the necessary shareholder votes to amend to its Articles of Incorporation, reducing its authorized shares as previously disclosed. Said amendment was submitted to the State of Wyoming on June 10, 2017.
Lastly, the Company confirmed its intention of becoming current with otcmarkets.com. The Company expects to submit its financial results for all unreleased quarters within the next 90 days and will subsequently file for an official name change with FINRA to become Phoenix Equity Holdings Corporation. AlumiFuel Power Corporation is a voluntary SEC filer and intends to adopt the Alternative Reporting Standard with the OTC Markets Group.
The information in this release is preliminary and based upon the information available to the Company as of the date of this release. The information above is forward-looking information and subject to revision or adjustment. However, the Company does not expect material revisions to these preliminary results.
About AlumiFuel Power Corporation
AlumiFuel, operating through its wholly owned subsidiaries, is transforming into a diversified holding company under new leadership and is expected to be renamed Phoenix Equity Holdings Corporation. The Company is exploring several revenue producing acquisition opportunities as it works to build a robust cash flow stream. AlumiFuel currently operates three divisions in the multi-billion dollar temporary staffing industry and holds patented technology for hydrogen generation through its wholly owned subsidiary, NovoFuel.
Safe Harbor for Forward-looking Statements:
This news release may contain forward-looking statements that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, they are based on management's current beliefs and assumptions as to future events. However, since the company's operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission.
CONTACT INFORMATION
CONTACT:
AlumiFuel Power Corporation
641-715-3900 x385402
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Cre8tive Works to Explore Opportunity in Cyber Security
July 13, 2017 06:30 ET
SCOTTSDALE, AZ--(Marketwired - Jul 13, 2017) - Cre8tive Works, Inc. (OTC PINK: FILM) ("Cre8tive") would like to advise shareholders that it has recently been presented with an opportunity to become involved with the development and launch of an IoT cyber security application. This opportunity was brought to the attention of management by a shareholder of Cre8tive. Upon initial review, management feels that this opportunity holds merit and is worth pursuing. It remains the number one objective of Cre8tive to look for quality opportunities that will build long term shareholder value and management feels that this project meets those requirements and has an excellent chance of success. Management of Cre8tive is now in talks with the key individuals to further clarify the business model and define the extent and scope of Cre8tive's participation. The application under development provides IoT security protection to wireless devices in hospitals.
In addition to participating in the development of the technology, Cre8tive will be responsible for writing and shooting the instructional video for the users of the technology followed by a series of videos on how to protect oneself from cyber-attacks for release to the general public.
"Cre8tive's main focus remains the development film projects but it is felt that in the best interest of shareholders, this particular opportunity was worth pursing," stated Lisa Nelson, President of Cre8tive Works. "This is a very unique project which could put us in substantial revenue quickly thereby allowing Cre8tive to internally finance our film projects. Also, cyber security is very much at the forefront of people's minds with all the recent hacking scandals and this particular application is very relevant combining health and technology which everyone can relate to," continued Ms. Nelson.
About Cre8tive Works, Inc.
Cre8tive Works is traded under the uniquely fitting ticker symbol 'FILM' and specializes in the financing of production ready, independent films that have great potential for financial success. The Company's mission is to identify projects that strike a balance between artistic integrity and commercial viability for the international market and to develop strong relationships with independent filmmakers that will assist them in bringing their vision to fruition while ensuring a solid financial return.
Forward Looking Statements
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements. Actual results may differ materially from those described in forward-looking statements and are subject to risks and uncertainties. See Cre8tive Works, Inc.'s filings with OTC Markets which may identify specific factors that may cause actual results or events to differ materially from those described in the forward-looking statements.
Safe Harbor Statement
This release includes forward-looking statements, which are based on certain assumptions and reflects management's current expectations. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of these factors include: general global economic conditions; general industry and market conditions, sector changes and growth rates; uncertainty as to whether our strategies and business plans will yield the expected benefits; increasing competition; availability and cost of capital; the ability to identify and develop and achieve commercial success; the level of expenditures necessary to maintain and improve the quality of services; changes in the economy; changes in laws and regulations, including codes and standards, intellectual property rights, and tax matters; or other matters not anticipated; our ability to secure and maintain strategic relationships and distribution agreements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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World Health Energy Holdings Inc. Announces That it is incorporating next generation payment card security VRI Voice Recognition Identification into the WHEN 1 Bank software
July 13, 2017 09:58 ET | Source: World Health Energy Holdings, Inc.
NEW YORK, July 13, 2017 (GLOBE NEWSWIRE) -- World Health Energy Holdings (OTC PINK:WHEN), a diversified energy, health and financial software company (www.worldhealthenergy.com) (www.whentrade.com) announced today that it is working on several innovative security apps to upgrade the industry standard protection for the Bank card industry, the first is VRI Voice Recognition Identification. The VRI system will be incorporated into WHEN 1 Bank software and if used will greatly reduce online identity & card theft.
While the Global online market increased to over387 billion transactions see http://paybefore.com/pay-world/non-cash-transactions-grow-8-9-percent-globally/
The Global losses from online fraud according to The Nilson report were over 24 Billion USD in 2016 https://www.nilsonreport.com/upload/content_promo/The_Nilson_Report_10-17-2016.pdf
Currently the industry has developed the PCI security standards https://www.pcisecuritystandards.org/pci_security/
But despite these standards the losses are staggering. The industry needs better security software. WHEN's team is focused on developing next generation technology to protect banks and consumers.
Its first security feature will be VRI Voice Recognition Identification software which will be incorporated into the WHEN 1 next generation Bank software.
WHEN CEO Mr. Uri Tadelis said that "We at WHEN are dedicated to deliver the markets best next generation security financial software. We are excited to share this first VRI Voice Recognition Identification feature and look forward to announcing other innovative features in 2017 and 2018."
WHEN Trade (www.whentrade.com) is a WHEN company focused on software for financial markets and will also provide live customer accounts.
Investor Database for Future Press Releases and Industry Updates
Interested investors and shareholders are invited to be added to the corporate e-mail database for Corporate press releases and periodic industry updates by sending an e-mail to info@worldhealthenergy.com
About World Health Energy Holdings (www.worldhealthenergy.com)
World Health Energy Holdings, Inc. (WHEN) is a diversified energy, health and financial software company.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. WHEN has great potential but is not yet generating revenues. Although Forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subjected to known, unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements, including but not limited to our ability to maintain our website and associated computer systems, our ability to generate sufficient market acceptance for our products and services, our ability to generate sufficient operating cash flow, and general economic conditions. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission from time to time which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one of more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
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July 05, 2017 09:35
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SOURCE: Halitron, Inc.
Halitron, Inc.
July 14, 2017 17:00 ET
Halitron, Inc. Cancels 1.3 Billion Shares and Closes Section 3(a)(10) Debt Transaction
Remaining Section 3(a)(10) Debt Transaction Canceled and Fully Diluted Shares Outstanding Decreased by 31%
NEWTOWN, CT--(Marketwired - Jul 14, 2017) - Halitron, Inc. (the "Company," "Halitron") (OTC PINK: HAON), a holding company implementing a roll-up of sales, marketing, and manufacturing businesses, today announced that the two final payments totaling $63,471 that were forecasted to be paid through the issuance of an estimated 1.3 Billion free trading shares based on the Section 3(a)(10) Fairness Hearing process as outlined in the Form 8-K filing with the Securities and Exchange Commission on May 15, 2017 will not be completed and the share reserve agreement has been canceled.
Management decided it was in the best interests of Halitron, Inc. shareholders to negotiate the closure of the Section 3(a)(10) agreement with Northbridge Financial. 1.3 billion shares, if issued, would have totaled 31% of total shares outstanding upon conversion (2,859,303,373 Outstanding Shares + 1,269,420,000 Estimated 3a10 Shares = 4,128,723,373). With the current share price and market capitalization at a low-level, closing at $0.0004 per share on July 13, 2017, it was a strategic decision to work through the mechanics of negotiating the release of the $63,471 in debt from Northbridge, which places the debt with the vendor back on the financial statements of the Company. One of the main objectives of going through the Section 3(a)(10) was to get professional fees paid in full so we can complete the objective of finishing the audit. Those payments were made in full. Significant payments were made against the other vendors which has only $63,471 remaining and Management feels that through upcoming transactions we will be able to honor those commitments and advance the Company's growth model.
The last Corporate Stock Issuance whereby debt was converted into free trading shares was June 26, 2017.
Outstanding shares and float as of July 14, 2017:
Outstanding Shares - 2,859,303,373
Float - 2,641,030,061
About Halitron, Inc.
Halitron, Inc., a holding company, is focused on acquiring sales, marketing, and manufacturing businesses, and then rolling them into an efficient, low-cost operating infrastructure. The Company is structured with two Strategic Business Units; Sales & Marketing Division and a Manufacturing Division. Management targets operating entities that can either benefit from current operating infrastructure or operate autonomously and offer an additional product or service to scale existing operations. For more information on Halitron, Inc., please visit: www.halitroninc.com.
To learn more about our business model, please visit:
http://halitroninc.com/corporate-events/
Halitron is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron is not registered with FINRA or SIPC.
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.
CONTACT INFORMATION
Contact:
Halitron Investor Relations
3 Simms Lane, Suite 2F, Newtown, CT 06470
1-877-710-9873
www.halitroninc.com
info@halitroninc.com
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SOURCE: Halitron, Inc.
Halitron, Inc.
July 11, 2017 19:01 ET
Halitron, Inc. Provides Shareholder Update
Audit Expected to be Completed in July 2017
NEWTOWN, CT--(Marketwired - Jul 11, 2017) - Halitron, Inc. (the "Company," "Halitron") (OTC PINK: HAON), a holding company implementing a roll-up of sales, marketing, and manufacturing businesses, today announced that Management is in the final stages of the audit and expects to complete the audit by the end of July. Upon completion, Management intends to file with the Securities and Exchange Commission the delinquent quarterly and annual reports that were required to be filed as a mandatory filer under the Securities and Exchange Act of 1934.
Spinout and Shareholder Dividend
As reported in the February 17th, 2017 press release, the spinout and issuance of a stock dividend to shareholders of Halitron for the sale of two of its brands is still in process. Management expects to announce the details of the transaction, including the final stock dividend ratio, share price, record and payable dates, over the coming weeks. Also to be announced is the stock symbol, and revenue model, upon completion of the transaction.
Acquisition Target
The $1.5 million target acquisition is still in process. Management has been negotiating the final terms of an Asset Purchase Agreement along with the terms of a financing agreement with a third-party investment firm. Management is forecasting closing the transaction over the coming weeks, and filing disclosure documents with the Securities and Exchange Commission regarding the acquisition and the target company along with the target company's operating and financial highlights.
Increase in Authorized Shares
The Company has increased its authorized common stock to 6 billion shares. The increase was required by the Section 3(a)10 Fairness Hearing which the details of the transaction were announced and filed through the Form 8-K with the SEC on May 15, 2017. Thus, outlining a contract with Northbridge Financial, Inc. ("Northbridge"), in which the Company was required to maintain a certain level of authorized shares. A portion of the shares were reserved for the transaction and upon close of the contract with Northbridge, the reserved share agreement will be closed out and the shares will be available for corporate use. Northbridge has made 6 of the 8 payments outlined in the Section 3(a)10 Fairness Hearing which represents about 82.8% of the transaction. With 17.2% remaining, or approximately $63,471, Halitron would need to issue approximately 1.3 billion more shares to close out the contract based on a 50% discount from the lowest trading price over the previous 15-day trading window which for this example is $0.0001 ($63,471 / ($0.0001 x 50%) = 1,269,420,000 free trading common shares). Investor relations will provide a press release upon the completion of the Section 3(a)10 process.
Management will continue to adjust its capital structure and utilize its stock as a form of currency to acquire companies and assets, raise capital, and incentify employees and stakeholders to drive shareholder value. Since filing the Form 8-K on May 15, 2017, Management has updated the "Profile" tab at OTC Markets each week with changes to its capital structure, including increases in authorized shares, outstanding shares, and float.
Reverse Split
Management, as well as the Board of Directors, has evaluated the possibility of a reverse split to increase the share price of the stock but has elected to defer on any such action for the foreseeable future. The Board of Directors believes that the current business plan is very exciting and the Company has tremendous potential to execute on its many business points to potentially increase the value of its stock price. Currently, with a relatively low market capitalization of $857,791, as of the close of markets on July 7, 2017, Management believes that there is a potential upside from implementing the Company's current business plan which may result in increased market capitalization. To up list to the OTC QB, the Company must maintain a stock price of $0.01 or higher for 20 consecutive trading days.
Timing of Communication
Management reports filing and disclosures, including financials, to OTC Markets every quarter. Throughout the quarter, press release statements are distributed through national distribution services outlining material events and newsworthy projects. In a few instances, we provide general shareholder updates. The Board is currently reviewing the use of a Company-owned Twitter account to stay in direct contact with its shareholder base. If, and when, the Company elects to utilize an active Twitter account, Management will file a Form 8-K reflecting its intent and how Twitter will be used.
About Halitron, Inc.
Halitron, Inc., a holding company, is focused on acquiring sales, marketing, and manufacturing businesses, and then rolling them into an efficient, low-cost operating infrastructure. The Company is structured with two Strategic Business Units; Sales & Marketing Division and a Manufacturing Division. Management targets operating entities that can either benefit from current operating infrastructure or operate autonomously and offer an additional product or service to scale existing operations. For more information on Halitron, Inc., please visit: www.halitroninc.com.
To learn more about our business model, please visit:
http://halitroninc.com/corporate-events/
Halitron is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron is not registered with FINRA or SIPC.
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.
CONTACT INFORMATION
Contact:
Halitron Investor Relations
3 Simms Lane, Suite 2F, Newtown, CT 06470
1-877-710-9873
www.halitroninc.com
info@halitroninc.com
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SOURCE: AlumiFuel
July 12, 2017 11:43 ET
AlumiFuel Revenue Jumps 40.7%
CENTENNIAL, CO--(Marketwired - Jul 12, 2017) - AlumiFuel Power Corporation (OTC PINK: AFPW) ("AlumiFuel" or the "Company") today announced preliminary revenue results for the first and second quarters of 2017.
For the first quarter ended March 31, 2017, AlumiFuel recorded total topline revenue of approximately $302,000. For the second quarter ended June 30, 2017, AlumiFuel recorded total topline revenue of approximately $425,000, representing a quarter to quarter revenue increase of approximately 40.7%.
The Company also confirmed it has obtained the necessary shareholder votes to amend to its Articles of Incorporation, reducing its authorized shares as previously disclosed. Said amendment was submitted to the State of Wyoming on June 10, 2017.
Lastly, the Company confirmed its intention of becoming current with otcmarkets.com. The Company expects to submit its financial results for all unreleased quarters within the next 90 days and will subsequently file for an official name change with FINRA to become Phoenix Equity Holdings Corporation. AlumiFuel Power Corporation is a voluntary SEC filer and intends to adopt the Alternative Reporting Standard with the OTC Markets Group.
The information in this release is preliminary and based upon the information available to the Company as of the date of this release. The information above is forward-looking information and subject to revision or adjustment. However, the Company does not expect material revisions to these preliminary results.
About AlumiFuel Power Corporation
AlumiFuel, operating through its wholly owned subsidiaries, is transforming into a diversified holding company under new leadership and is expected to be renamed Phoenix Equity Holdings Corporation. The Company is exploring several revenue producing acquisition opportunities as it works to build a robust cash flow stream. AlumiFuel currently operates three divisions in the multi-billion dollar temporary staffing industry and holds patented technology for hydrogen generation through its wholly owned subsidiary, NovoFuel.
Safe Harbor for Forward-looking Statements:
This news release may contain forward-looking statements that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, they are based on management's current beliefs and assumptions as to future events. However, since the company's operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission.
CONTACT INFORMATION
CONTACT:
AlumiFuel Power Corporation
641-715-3900 x385402
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SOURCE: Cre8tive Works, Inc.
Cre8tive Works, Inc.
July 13, 2017 06:30 ET
Cre8tive Works to Explore Opportunity in Cyber Security
SCOTTSDALE, AZ--(Marketwired - Jul 13, 2017) - Cre8tive Works, Inc. (OTC PINK: FILM) ("Cre8tive") would like to advise shareholders that it has recently been presented with an opportunity to become involved with the development and launch of an IoT cyber security application. This opportunity was brought to the attention of management by a shareholder of Cre8tive. Upon initial review, management feels that this opportunity holds merit and is worth pursuing. It remains the number one objective of Cre8tive to look for quality opportunities that will build long term shareholder value and management feels that this project meets those requirements and has an excellent chance of success. Management of Cre8tive is now in talks with the key individuals to further clarify the business model and define the extent and scope of Cre8tive's participation. The application under development provides IoT security protection to wireless devices in hospitals.
In addition to participating in the development of the technology, Cre8tive will be responsible for writing and shooting the instructional video for the users of the technology followed by a series of videos on how to protect oneself from cyber-attacks for release to the general public.
"Cre8tive's main focus remains the development film projects but it is felt that in the best interest of shareholders, this particular opportunity was worth pursing," stated Lisa Nelson, President of Cre8tive Works. "This is a very unique project which could put us in substantial revenue quickly thereby allowing Cre8tive to internally finance our film projects. Also, cyber security is very much at the forefront of people's minds with all the recent hacking scandals and this particular application is very relevant combining health and technology which everyone can relate to," continued Ms. Nelson.
About Cre8tive Works, Inc.
Cre8tive Works is traded under the uniquely fitting ticker symbol 'FILM' and specializes in the financing of production ready, independent films that have great potential for financial success. The Company's mission is to identify projects that strike a balance between artistic integrity and commercial viability for the international market and to develop strong relationships with independent filmmakers that will assist them in bringing their vision to fruition while ensuring a solid financial return.
Forward Looking Statements
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements. Actual results may differ materially from those described in forward-looking statements and are subject to risks and uncertainties. See Cre8tive Works, Inc.'s filings with OTC Markets which may identify specific factors that may cause actual results or events to differ materially from those described in the forward-looking statements.
Safe Harbor Statement
This release includes forward-looking statements, which are based on certain assumptions and reflects management's current expectations. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of these factors include: general global economic conditions; general industry and market conditions, sector changes and growth rates; uncertainty as to whether our strategies and business plans will yield the expected benefits; increasing competition; availability and cost of capital; the ability to identify and develop and achieve commercial success; the level of expenditures necessary to maintain and improve the quality of services; changes in the economy; changes in laws and regulations, including codes and standards, intellectual property rights, and tax matters; or other matters not anticipated; our ability to secure and maintain strategic relationships and distribution agreements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT INFORMATION
Investor Relations
Ten Associates LLC
11529 N. 120th St.
Scottsdale, Arizona
85259 USA
Telephone: 480-326-8577
Contact: Thomas E. Nelson
Email: tenassociates33@gmail.com
TEN Associates LLC
480-326-8577
tenassociates33@gmail.com
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World Health Energy Holdings Inc. Announces That it is incorporating next generation payment card security VRI Voice Recognition Identification into the WHEN 1 Bank software
July 13, 2017 09:58 ET | Source: World Health Energy Holdings, Inc.
NEW YORK, July 13, 2017 (GLOBE NEWSWIRE) -- World Health Energy Holdings (OTC PINK:WHEN), a diversified energy, health and financial software company (www.worldhealthenergy.com) (www.whentrade.com) announced today that it is working on several innovative security apps to upgrade the industry standard protection for the Bank card industry, the first is VRI Voice Recognition Identification. The VRI system will be incorporated into WHEN 1 Bank software and if used will greatly reduce online identity & card theft.
While the Global online market increased to over387 billion transactions see http://paybefore.com/pay-world/non-cash-transactions-grow-8-9-percent-globally/
The Global losses from online fraud according to The Nilson report were over 24 Billion USD in 2016 https://www.nilsonreport.com/upload/content_promo/The_Nilson_Report_10-17-2016.pdf
Currently the industry has developed the PCI security standards https://www.pcisecuritystandards.org/pci_security/
But despite these standards the losses are staggering. The industry needs better security software. WHEN's team is focused on developing next generation technology to protect banks and consumers.
Its first security feature will be VRI Voice Recognition Identification software which will be incorporated into the WHEN 1 next generation Bank software.
WHEN CEO Mr. Uri Tadelis said that "We at WHEN are dedicated to deliver the markets best next generation security financial software. We are excited to share this first VRI Voice Recognition Identification feature and look forward to announcing other innovative features in 2017 and 2018."
WHEN Trade (www.whentrade.com) is a WHEN company focused on software for financial markets and will also provide live customer accounts.
Investor Database for Future Press Releases and Industry Updates
Interested investors and shareholders are invited to be added to the corporate e-mail database for Corporate press releases and periodic industry updates by sending an e-mail to info@worldhealthenergy.com
About World Health Energy Holdings (www.worldhealthenergy.com)
World Health Energy Holdings, Inc. (WHEN) is a diversified energy, health and financial software company.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. WHEN has great potential but is not yet generating revenues. Although Forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subjected to known, unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements, including but not limited to our ability to maintain our website and associated computer systems, our ability to generate sufficient market acceptance for our products and services, our ability to generate sufficient operating cash flow, and general economic conditions. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission from time to time which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one of more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
Contacts:
World Health Energy Holdings, Inc
+1-862-289-0003
info@worldhealthenergy.com
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World Health Energy Holdings Inc. Announces Successful development of WHEN 1 New Financial software for Debit Cards & General Banking
July 05, 2017 09:35
World Health Energy Holdings Inc. Announces Launch of Online Trading Platform for Foreign Exchange and Futures Trading
September 26, 2016 11:36
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SOURCE: AlumiFuel
July 12, 2017 11:43 ET
AlumiFuel Revenue Jumps 40.7%
CENTENNIAL, CO--(Marketwired - Jul 12, 2017) - AlumiFuel Power Corporation (OTC PINK: AFPW) ("AlumiFuel" or the "Company") today announced preliminary revenue results for the first and second quarters of 2017.
For the first quarter ended March 31, 2017, AlumiFuel recorded total topline revenue of approximately $302,000. For the second quarter ended June 30, 2017, AlumiFuel recorded total topline revenue of approximately $425,000, representing a quarter to quarter revenue increase of approximately 40.7%.
The Company also confirmed it has obtained the necessary shareholder votes to amend to its Articles of Incorporation, reducing its authorized shares as previously disclosed. Said amendment was submitted to the State of Wyoming on June 10, 2017.
Lastly, the Company confirmed its intention of becoming current with otcmarkets.com. The Company expects to submit its financial results for all unreleased quarters within the next 90 days and will subsequently file for an official name change with FINRA to become Phoenix Equity Holdings Corporation. AlumiFuel Power Corporation is a voluntary SEC filer and intends to adopt the Alternative Reporting Standard with the OTC Markets Group.
The information in this release is preliminary and based upon the information available to the Company as of the date of this release. The information above is forward-looking information and subject to revision or adjustment. However, the Company does not expect material revisions to these preliminary results.
About AlumiFuel Power Corporation
AlumiFuel, operating through its wholly owned subsidiaries, is transforming into a diversified holding company under new leadership and is expected to be renamed Phoenix Equity Holdings Corporation. The Company is exploring several revenue producing acquisition opportunities as it works to build a robust cash flow stream. AlumiFuel currently operates three divisions in the multi-billion dollar temporary staffing industry and holds patented technology for hydrogen generation through its wholly owned subsidiary, NovoFuel.
Safe Harbor for Forward-looking Statements:
This news release may contain forward-looking statements that are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, they are based on management's current beliefs and assumptions as to future events. However, since the company's operations and business prospects are always subject to risk and uncertainties, the forward-looking events and circumstances discussed in this news release might not occur, and actual results could differ materially from those described, anticipated or implied. For a more complete discussion of such risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission.
CONTACT INFORMATION
CONTACT:
AlumiFuel Power Corporation
641-715-3900 x385402
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