1. Bring back the uptick rule, or, 2. Ban shortselling. What I was wanted to say. To early in the morning. This is in the court of Congress, and then make sure the SEC enforces it.

The corruption is so deep I doubt it will ever happen.

Dividend $ 0.30 / Dividend Yield 21.74%

It would be nice if they would pr they've completed raising capital as they warned when they began. I have to give them credit for putting this info out there as opposed to getting broadsided, as many companies do.

In a market like this many companies are gonna be long term holds if they can maintain their senior status. 2 things I wish would happen, if the Congress doesn't stop short selling, banning it as they should, options are already available, there is no need to keep this avenue of corruption open to Hedgies, and all of Wall Street. If they don't re-implement the uptick rule. This would help stocks across the board. The things that did the market in during the 20's was no regulation, shortselling/naked shortselling and all of the corruption. The other things will involve rational salaries, and the rational raising of capital. In this companies case as in many others this is an unsurmountable amount of money.

Prior to the owner/officers selling in May of this year, this was filed in April. http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5853272

Title of Each Class of Securities to be Registered Amount to be
Registered (1) Proposed Maximum

Aggregate

Offering Price
per Security (2)
Proposed Maximum
Aggregate

Offering Price
Amount of
Registration

Fee (3)

Common Stock, $.001 par value
575,000
$20.75 [$11,931,250] $469

ELEVEN MILLION, NINE HUNDRED THIRTY-ONE THOUSAND, TWO HUNDRED-FIFTY DOLLARS and 00/100.

http://www.pinksheets.com/edgar/GetFilin...

Title of Each Class of Securities to be Registered Amount to be
Registered (1) Proposed Maximum

Aggregate

Offering Price
per Security (1)(2)
Proposed Maximum
Aggregate

Offering Price (1)
Amount of
Registration

Fee

Common Stock, $.001 par value
9,200,000 $16.37 [$150,604,000] $5,918

ONE HUNDRED FIFTY-MILLION, SIX HUNDRED-FOUR THOUSAND DOLLARS and 00/100.

During these huge insider selling sprees this took out a huge portion of its marketcap and with it ravaged its share price.

Insider Transactions Get Insider Transactions for:

Note: The owner of this company awarded himself $71 million in comp thru selling stock in May of 2008, and the other key execs award themselves in the range of $2 million to $2.5 million during the latter half of this year.

NET SHARE PURCHASE ACTIVITY

Insider Purchases - Last 6 Months
Shares Trans
Purchases 25,000 3
Sales N/A 0
Net Shares Purchased
(Sold) 25,000 3
Total Insider Shares Held 15.37M N/A
% Net Shares Purchased
(Sold) 0.2% N/A


Net Institutional Purchases - Prior Qtr to Latest Qtr
Shares
Net Shares Purchased (Sold) (998,301)
% Change in Institutional Shares Held (4.1%)

Data provided by Thomson Financial

ADVERTISEMENT


INSIDER TRANSACTIONS REPORTED - LAST TWO YEARS
Date Insider Shares Type Transaction Value*
20-Nov-08 LOMBARDI JOHN A
Director 5,000 Direct Purchase at $4 per share. $20,000
13-Nov-08 HIGBEE JOHN W
Director 15,000 Direct Purchase at $4.56 - $4.65 per share. $69,0002
13-Nov-08 OTTAVIANI WILLIAM LOUIS
Officer 5,000 Direct Purchase at $4.57 per share. $22,850
5-May-08 SHAWVER JACK S.

Officer 100,000 Direct Sale at $20.75 per share. $2,075,000
5-May-08 HULBURT CHRISTOPHER KENT
Officer 125,000 Direct Sale at $20.75 per share. $2,593,750

5-May-08 HULBURT BENJAMIN WARD
Officer 125,000 Direct Sale at $20.75 per share. $2,593,750

5-May-08 STABLEY THOMAS CHARLES
Officer 125,000 Direct Sale at $20.75 per share. $2,593,750

5-May-08 CARLSON MICHAEL SCOTT
Officer 100,000 Direct Sale at $20.75 per share. $2,075,000

************************
5-May-08 SHANER LANCE T
Director 1,459,136 Indirect Sale at $20.75 per share. $30,277,072

5-May-08 SHANER LANCE T
Director 1,965,864 Direct Sale at $20.75 per share. $40,791,678
************************

Major Holders Get Major Holders for:

BREAKDOWN

% of Shares Held by All Insider and 5% Owners: 42%
% of Shares Held by Institutional & Mutual Fund Owners: 70%
% of Float Held by Institutional & Mutual Fund Owners: 121%
Number of Institutions Holding Shares: 97


MAJOR DIRECT HOLDERS (FORMS 3 & 4)

Holder Shares Reported
SHANER LANCE T 8,470,405 5-May-08
SHIELDS THOMAS FRANCIS 738,899 15-Aug-07
HULBURT BENJAMIN WARD 1,256,717 5-May-08
STABLEY THOMAS CHARLES 463,538 5-May-08
HULBURT CHRISTOPHER KENT 446,075 5-May-08

http://biz.yahoo.com/e/090109/rexx8-k.html

http://www.fool.com/investing/general/2009/01/02/buyout-or-sellout.aspx

http://biz.yahoo.com/e/081230/rexx8-k.html

http://finance.yahoo.com/news/Rex-Energy-shares-rise-on-18-apf-13929565.html

http://finance.yahoo.com/news/Rex-Energy-cuts-2009-capital-apf-13739534.html

Commission file number: 001-33610


REX ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 20-8814402
(State or other jurisdiction of

incorporation or organization)
(I.R.S. employer

identification number)


476 Rolling Ridge Drive, Suite 300

State College, Pennsylvania 16801

(Address of principal executive offices) (Zip Code)

(814) 278-7267

(Registrant’s telephone number, including area code)

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). Check One:

Large Accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes ¨ No x

36,569,712 common shares were outstanding on November 7, 2008.

http://www.basicearth.net/

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6348683

Basic Earth Science Systems, Inc.
1801 Broadway
Suite 620
Denver, CO 80202-3835

Phone: (303) 296-3076


OTC Market Tier
Pink Quote/OTCBB
State Of Incorporation
DE
Jurisdiction Of Incorporation
United States
Company Officers
Ray Singleton, President, CEO
David Flake, CFO

CIK
0000010254

Fiscal Year End
3/31

Estimated Market Cap
$15,719,026 as of Jan 23, 2009

Outstanding Shares
17,465,585 as of Nov 14, 2008

Number of Share Holders of Record
1,868 as of Jul 11, 2008

Filed by Filed by Fieldpoint Petroleum Corporation

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Basic Earth Science Systems, Inc.

SEC File No. 0-7914





January 14, 2009 – For Immediate Release



Fieldpoint Petroleum Corporation, to Commence Exchange Offer for Basic Earth Science Systems, Inc.



CEDAR PARK, TEXAS, January 14, 2009. Fieldpoint Petroleum Corporation (AMEX: FPP) today announced that it will commence an exchange offer for a minimum of 51% and a maximum of 100% of the outstanding shares of common stock of Basic Earth Science Systems, Inc. (OTC Bulletin Board: BSIC.OB). The exchange ratio will be one share of Fieldpoint common stock for every two (2) shares of Basic common stock.



On January 13, 2009, the closing price of a share of Fieldpoint common stock was $2.92 and the closing price of a share of Basic common stock was $0.65. Based on these closing prices, the exchange ratio for the offer represents a value of $1.46 per share of Basic common stock, an $0.81 per share (125%) premium over the market price.



The exchange offer will be conditioned upon, among other things, a registration statement for the issuance of Fieldpoint shares in the exchange offer being declared effective by the Securities and Exchange Commission; at least 51% of Basic’s shares being validly tendered in the exchange offer and not withdrawn; the expiration or termination of any waiting periods under applicable antitrust laws; receipt of any required consents under the terms of Basic’s debt agreements, and listing of the Fieldpoint stock to be issued in the exchange on the AMEX. The complete terms and conditions of the exchange offer will be set forth in the registration statement and other offering documents to be filed by Fieldpoint with the Securities and Exchange Commission.



This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any securities. Any exchange offer will be made only through a registration statement and related materials. In connection with the exchange offer, Fieldpoint will file a registration statement on Form S-4 (containing a prospectus) with the Securities and Exchange Commission. Investors and stockholders of Basic are advised to read this registration statement and other disclosure materials, when they become available, carefully because they will contain important information about Fieldpoint, Basic and the exchange offer. Investors and stockholders of Basic may obtain a free copy of the disclosure materials and other documents to be filed by Fieldpoint with the Securities and Exchange Commission at the SEC’s website, www.sec.gov . A free copy of the disclosure materials and other documents of Fieldpoint may also be obtained from Fieldpoint by requesting them from the President, Fieldpoint Petroleum Corporation, 1703 Edelweiss Drive, Cedar Park, Texas 78613 (telephone 512-250-8692).

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;

ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN

OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS.





On January 22, 2009, the Board of Directors of FieldPoint Petroleum Corporation (the “Company”) accepted the resignation of Ray Reaves as a member of the nominating committee effective immediately. This resignation does not affect and he will continue to serve as a member of the Board of Directors of the Company. His resignation is attached hereto as Exhibit 99.1




Mr. Karl Reimers has been nominated to fill the vacancy on the committee.













ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS





(a)
Exhibit


Item
Title


99.1
Resignation of Ray Reaves













--------------------------------------------------------------------------------




SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









FIELDPOINT PETROLEUM CORPORATION

Date: January 23, 2009






By_ _/s/ Ray Reaves______________

Ray Reaves, President

Basic Earth Comments on Exchange Offer
Date : 01/15/2009 @ 7:52PM
Source : PR Newswire
Stock : Fieldpoint Petroleum Corp. (FPP)
Quote : 2.36 0.0299 (1.28%) @ 4:32PM


Basic Earth Comments on Exchange Offer





DENVER, Jan. 15 /PRNewswire-FirstCall/ -- Basic Earth Science Systems, Inc. (Basic) (OTC:BSIC) (BULLETIN BOARD: BSIC) is aware that FieldPoint Petroleum Corporation (AMEX:FPP) has announced that it will commence an exchange offer for a minimum of 51% and a maximum of 100% of the outstanding shares of the common stock of Basic Earth Science Systems, Inc. The exchange ratio that FieldPoint has disclosed is one share of FieldPoint common stock for every two (2) shares of Basic common stock. The possible exchange offer is subject to a number of conditions stated in FieldPoint's press release, which may or may not occur. Fieldpoint did not have any substantive communications with Basic Earth before issuing its press release. At this time, the Company has no further information about FieldPoint's intentions.

"We were completely surprised by this unsolicited development," commented Ray Singleton, President of Basic. "We are puzzled that FieldPoint elected to take this approach, rather than a more friendly course of action. We have contacted FieldPoint's management, however at this time, we are not able to comment further on the proposed exchange offer. Basic Earth's board of directors will address this matter in the immediate future."

Founded in 1969, Basic is an oil and gas exploration and production company with primary operations in select areas of the Williston basin, the Denver-Julesburg basin in Colorado, the southern portions of Texas, and along the on-shore portions of the Gulf Coast. Basic is traded on the "over-the-counter - bulletin board" under the symbol BSIC. Basic's web site is at http://www.basicearth.net/ where additional information about the Company can be accessed.

God's Pharmacy!

> It's been said that God first separated the salt water from the fresh, made dry land, planted a garden, made animals and fish... All before making a human. He made and provided what we'd need before we were born. These are best & more
powerful when eaten raw. We're such slow learners...
>
> God left us a great clue as to what foods help what part of our body!
>
> God's Pharmacy! Amazing!
> > A sliced Carrot looks like the human eye. The pupil, iris and radiating
lines look just like the human eye... And YES, science now shows carrots
greatly enhance blood flow to and function of the eyes.
>
> A Tomato has four chambers and is red. The heart has four chambers and is
red. All of the res earch shows tomatoes are loaded with lycopine and are
indeed pure heart and blood food.
>
> Grapes hang in a cluster that has the shape of the heart. Each grape looks
like a blood cell and all of the research today shows grapes are also profound
heart and blood vitalizing food.
>
> A Walnut looks like a little brain, a left and right hemisphere, upper
cerebrums and lower cerebellums. Even the wrinkles or folds on the nut are
just like the neo-cortex. We now know walnuts help develop more than three (3)
dozen neuron-transmitters for brain function.
>
> Kidney Beans actually heal and help maintain kidney function and yes, they
look exactly like the human kidneys.
>
> Celery, Bok Choy, Rhubarb and many more look just like bones. These foods
specifically target bone strength. Bones are 23% sodium and these foods are 23%
sodium. If you don't have enough sodium in your diet, the body pulls it from the
bones, thus making them weak. These foods replenish the skeletal needs of the
body.
>
> Avocadoes, Eggplant and Pears target the health and function of the womb and
cervix of the female - they look just like these organs. Today's research shows
that when a woman eats one avocado a week, it balances hormones, sheds unwanted
birth weight, and prevents c ervical cancers. And how profound is this? It
takes exactly nine (9) months to grow an avocado from blossom to ripened fruit.
There are over 14,000 photolytic chemical constituents of nutrition in each one
of these foods (modern science has only studied and named about 141 of them).
>
> Figs are full of seeds and hang in twos when they grow. Figs increase the
mobility of male sperm and increase the numbers of Sperm as well to overcome
male sterility.
>
> Sweet Potatoes look like the pancreas and actually balance the glycemic index
of diabetics.
>
> Olives assist the health and function of the ovaries
>
> Oranges, Grapefruits, and other Citrus fruits look just like the mammary
glands of the female and actually assist the health of the breasts and the
movement of lymph in and out of the breasts.
>
> Onions look like the body's cells. Today's research shows onions help clear
waste materials from all of the body cells. They even produce tears which wash
the epithelial layers of the eyes. A working companion, Garlic, also helps
eliminate waste materials and dangerous free radicals from the body.
>
>
>
send this to at least one person you love.

A police officer pulls over a speeding car. The officer says, ' I clocked you at 80 miles per hour, sir.'

The driver says, 'Gee, officer I had it on cruise control at 60, perhaps your radar gun needs calibrating.'

Not looking up from her knitting the wife says: 'Now don't be silly dear, you know that this car doesn't have cruise control.'

As the officer writes out the ticket, the driver looks over at his wife and growls, 'Can't you please keep your mouth shut for once?'

The wife smiles demurely and says, 'You should be thankful your radar detector went off when it did.'

As the officer makes out the second ticket for the illegal radar detector unit, the man glowers at his wife and says through clenched teeth, 'Darnit, woman, can't you keep your mouth shut?'

The officer frowns and says, 'And I notice that you're not wearing your seat belt, sir. That's an automatic $75 fine.'


The driver says, 'Yeah, well, you see officer, I had it on, but took it off when you pulled me over so that I could get my license out of my back pocket.'

The wife says, 'Now, dear, you know very well that you didn't have your seat belt on. You never wear your seat belt when you're driving.'

And as the police officer is writing out the third ticket the driver turns to his wife and barks, 'WHY DON'T YOU PLEASE SHUT UP??'

The officer looks over at the woman and asks, 'Does your husband always talk to you this way, Ma'am?'

I love this part....


'Only when he's been drinking.

Yep! First it started with junk bonds in the 70's, and the S&L's coercing retiree's to invest their savings into worthless paper, and most were under the impression that the bonds were insured, and backed by the government, that they were protected. The Bush family was there!

Then there was the 87 crash and program selling attributed the out of control selling. Wall Street Firms made a killing.
Lots of people got screwed by their brokers who had them in options. The Bush family was there!

Then there was the good ole dot com companies IPO'ing daily, just how many?????????? to many to count, and not one had earned a penny, nor ever would, just one huge scam. The Clinton family was there!

Then came the report that interest rates on homes were as low as they were after WWII, and just prior to this report, people would kill to get a quarter point reduction ie., 7.50 to 7.25 and the race was on, home pricing began to soar but people didn't care if they could get an interest rate for 4.75 or 5., and this opened the door up to the sub-prime and adjustables, CDO's etc. That home they bought for $275K dropped like a rock when this blew up, and now its shifted to a buyers market like never before, and bartering is in the buyers court. On Lake Drive off the lake here, and multimillion dollar homes, for sell signs were up on every other home..........unbelievable because there lies the foundations of old money.............I think many of the signs were just taken down. :)))

Now we have the Green Planet, that was once green till they began clear cutting, slash an burn, and the dumping of chemicals, into our streams, lakes, rivers, and harbors, even nuclear waste wasn't out of the question. Boston Harbor was polluted with about 5000 different types of chemicals at one time, and it was thought these chemicals would be taken out to sea, "now thats a thought of genius", and today we have our Ocean which surrounds the planet polluted. Its hard to imagine that something as big as the ocean is polluted. But man has managed to accomplish it. If not this its oil slicks or Exxon Mobil or Shell, or morons by the likes of Saddam Hussein. The Bush family was there!

Nuclear disaster like Chernobyl and the stupidy behind it, that will be a cancer on the earth to infinity.

The solution: mmmmmmmmm lets see?, corn, animal feces, human feces, algae, bio this bio that, winddddddddddddddddddddd, solar panels, solar film, anything that is convincing enough to get the money flowing from government subsidies, government tax credits, and of course the public who becomes the center of it all from everyones taxes, and who will want to bite into all this stuff as the solution. The ethanol blunder is proof positive on how many made hundreds of millions off the subsidies, and investments, who are now bankrupted so the insiders can keep all they stole.

Berman and his government contracts, and this parasite is pursuing the DOE. when he will never not ever produce any energy, just a fatter retirement for he and his mate. Berman is like the bankrobber who keeps planning for one more heist.

The bottom line if someone wants wind energy and their property will allow it can buy their own wind mill and become self sufficient. I remember when you could buy a nice one for 15k and to generate it 3 mph wind, and in Wisconsin we typically get 10 to 12 + and in the winter 25+ on many days.

The Best solutions are fuel efficient vehicles, and using our natural resources, coal, we have enough coal energy to last us 200 to 300 years, and maybe somewhere in this time frame they can figure out what to do when this is gone. Liquified coal.

If this doesn't prompt the oil producers to keep prices low they can sell it to Europe. My understanding its cleaner than oil refined for gas. Whatever the case its starring us right in the face, this other BS is nonsense. Diesel was once the cheapest but since there are more trucks, its higher than premium........there is always an avenue to gouge when the opportune time avails itself.............which brings us right back to large corporations, Ceo's and our very own government who is working so hard for the betterment of all us! yeah, okay!.......like the cowboys were portrayed as the good guys, and the Native Americans were savages, and Custard deserved a hero's burial. The historians are still trying to figure out how he "blundered", blundered mind you, instead of portraying this out of control madman as the murdered he was. Which brings us to the poor souls who needed all this bailout money because the market caused them to have all these problems, and now they want to help us all, save us all from doom. yeah, okay! The Bush family was there!

Its a never ending pyramid of schemes to excite people into believing the Next Big Thing is just around the corner, invest and make a bundle, and when this is being structured, the insiders will steal every million they can get their hand on, and sell the public stock certificates, like the junk bonds, and the ones working it, the same ole boys in DC, and the same ole boys on Wall Street, and the same ole boys who are paid mulitmillion pay packages through stock options. At its core are the Hedgefunds, Market Makers, and Brokers.

Sound about right Rick?, Ceo of Russell Industries who wants to be able to get everyones hard earned money so he and his mate can see "Brighter Horizons", during their cruises.

Its getting easier and easier to see the trees since the Bush family is gone!

The thought of little to nothing changes at this juncture may mean that we will see it all again but it will be the last.

Just think we have had nearly 3 decades of the Reagan administration with Cheney, and the Bush's really running things, even in Reagans 2nd term.

http://idea.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1419793

Green Scheme

A well-known British scientist and environmentalist says while he believes in man-made global warming, most efforts to protect the planet are little more than money-making scams. James Lovelock is known for his work in detecting harmful gases that damage the ozone layer.

RelatedColumn Archive
Is Global Warming Not a Big Concern?Obama Inauguration Brings D.C. TogetherChinese Government Censors President Obama's Inaugural AddressRival Parade Groups Just Can't Get AlongQuestionable Connections for Speaker at High-Profile Inaugural Event?Full-page Political Grapevine Archive

Video
Watch Bret's Political Grapevine Show Info
Airs Weekdays at 6 p.m. ET
E-mail the Show: special@foxnews.com Bret Baier's Bio Grapevine Archive All-Star Panel Archive Meet the Panel He tells New Scientist magazine, "most of the 'green' stuff is verging on a gigantic scam. Carbon trading, with its huge government subsidies, is just what finance and industry wanted. It's not going to do a damn thing about climate change, but it'll make a lot of money for a lot of people and postpone the moment of reckoning."

See ya at the auction!! :)

http://www.thedailybeast.com/blogs-and-stories/2009-01-22/john-thains-top-16-outrages/

Venomous "Giant Shrew"
http://news.nationalgeographic.com/news/2009/01/090112-shrew-venom-video.html

Evolution begins with the tree shrew, but it never mentioned this fellow, this could be a long lost ancestor :)))

I hope everyone here the best with this company and your purchases, maybe just maybe they'll pull it off, but the insider selling and dilution has been a challenge.

Statement of Changes in Beneficial Ownership (4)
Date : 01/21/2009 @ 10:52AM
Source : Edgar (US Regulatory)
Stock : (CQP)
Quote : 5.24 -0.46 (-8.07%) @ 8:00PM


- Statement of Changes in Beneficial Ownership (4)




FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

See Instruction 1(b).



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...

0.5


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940






1. Name and Address of Reporting Person *

GUILL BEN A 2. Issuer Name and Ticker or Trading Symbol

Cheniere Energy Partners, L.P.

[ CQP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Last) (First) (Middle)

700 MILAM ST., SUITE 800 3. Date of Earliest Transaction (MM/DD/YYYY)

1/16/2009
(Street)

HOUSTON, TX 77002
(City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person



Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Units Representing Limited Partner Interests 1/16/2009 M 3000 A (1) 3000 D
Units Representing Limited Partner Interests 1/16/2009 D 3000 D $4.32 0 D



Table II - Derivative Securities Beneficially Owned ( e.g.

, puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units (1) 1/16/2009 M 3000 1/16/2009 1/16/2009 Common Units 3000 (1) 9000 D
Phantom Units (2) 1/16/2009 A 3000 (3) (3) Common Units 3000 $0 3000 D





Explanation of Responses:
(

1)
On 01/16/08, the Reporting Person was granted 12,000 phantom units payable in cash and previously reported on a Form 4. Twenty-five percent of this grant vested on 01/16/2009, the first anniversary of the grant date. Each phantom unit was the economic equivalent of one Common Unit of the Issuer.


(

2)
On 01/16/09, the Reporting Person was granted 3,000 phantom units. Each phantom unit is the economic equivalent of one Common Unit of the Issuer.


(

3)
The phantom units vest, and are payable in cash, 25% on each of the first, second, third and fourth anniversaries of the grant date.







Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GUILL BEN A
700 MILAM ST.


SUITE 800
HOUSTON, TX 77002
X








Signatures

/s/ Ben Guill 1/20/2009
** Signature of Reporting Person Date

http://finance.yahoo.com/q/is?s=grh

GreenHunter Biodiesel Approved by EPA for On-Road Use in the United States
Tuesday December 30, 2008, 9:00 am EST
Yahoo! Buzz Print Related:GreenHunter Energy, Inc.
GRAPEVINE, Texas--(BUSINESS WIRE)--GREENHUNTER BIOFUELS, LLC, a wholly-owned subsidiary of GreenHunter Energy, Inc. (AMEX: GRH - News), announced today that it has registered and been approved by the Environmental Protection Agency to sell GreenHunter Biodiesel™ to the on-road market in the United States. This approval by the EPA significantly improves GreenHunter Energy’s biodiesel distribution capabilities in the United States, and further augments the Company’s strategy of diversifying risk by distributing its products in multiple markets.

Previously, as a part of its vertical integration strategy in the biodiesel business, GreenHunter announced a distribution strategy that included selling biodiesel in the overseas markets as well as owning distribution assets in the marine market in the Gulf of Mexico. The Company plans to service those markets with biodiesel produced from its 105 million-gallon-per-year (nameplate capacity) biodiesel refinery in Houston, TX, the largest in the country. Gaining access to the on-road market as a necessary part of the registration process, GreenHunter recently elected to acquire emissions and health effects test data originated from a third party industry participant.

Citing continued execution on GreenHunter’s vertical integration strategy for its biodiesel business, Gary C. Evans, Chairman, President, and CEO of GreenHunter Energy, stated, “According to the Energy Information Administration, diesel consumption last year in the U.S. was 4.20 million barrels per day, the highest ever. Even taking into consideration a modest decline in diesel consumption this year, demand for diesel fuel is historically very high. Further, whether it is due to renewable fuel consumption mandates, environmental awareness by consumers, or the drive for energy independence in the United States, the demand for biodiesel will continue to grow at double digit rates. GreenHunter is positioning itself to serve the markets that are demanding a steady supply of the highest quality of biodiesel: marine traffic in the Gulf of Mexico, on-road and off-road traffic in the United States, and overseas markets that may from time-to-time pay a premium for our quality products.”

Dec 22,2008 Form S-3
http://www.sec.gov/Archives/edgar/data/1410056/000095013408020688/d65213e10vq.htm


CALCULATION OF REGISTRATION FEE


Amount to be
Proposed Maximum
Proposed Maximum
Amount of

Title of Each Class of Securities to be Registered Registered Offering Price per Unit Aggregate Offering Price Registration Fee
Common Stock, $0.001 par value per share
Preferred Stock, $0.001 par value per share
Warrants
Debt Securities
Total for sale by registrant (1) (2) $100,000,000(3) (4)
Secondary Offering: Common Stock, $0.001 par value per share
Total for sale by selling security holders 6,865,789 $5.53(6) $44,544,413 (7) $1,751(8)





The information in this prospectus is not complete and may be changed. Neither we nor the selling security holders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.



SUBJECT TO COMPLETION, DATED DECEMBER 22, 2008

PROSPECTUS

$100,000,000
Debt Securities, Common Stock, Preferred Stock and Warrants

GreenHunter Energy, Inc.

6,865,789
Shares of Common Stock

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. We may offer and sell any combination of our debt securities, common stock, preferred stock, and warrants described in this prospectus in one or more offerings from time to time and at prices and on terms to be determined at or prior to the time of the applicable offering. The aggregate initial offering price of all securities sold under this prospectus by us will not exceed $100,000,000. We may offer and sell these securities to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a continuous or delayed basis. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts.

This prospectus describes the general terms of these securities. The specific terms of the securities and the specific manner in which we will offer and sell them will be contained in a prospectus supplement. The prospectus supplement may also add, update, or change information contained in this prospectus.

In addition, certain selling security holders may sell up to 6,865,789 shares of our common stock from time to time under this prospectus.

We encourage you to carefully review and consider this prospectus and any prospectus supplement before investing in our securities. We also encourage you to read the documents to which we have referred you in the “Where You Can Find More Information” section of this prospectus for information on us and for our financial statements. This prospectus may not be used to consummate sales of our securities by us unless accompanied by a prospectus supplement. However, the selling security holders may use this prospectus to sell shares of our common stock, from time to time, without a prospectus supplement.

Our common stock is traded on the American Stock Exchange under the symbol “GRH”. On December 19, 2008, the last reported sale price of our common stock on the American Stock Exchange was $6.01.




Investing in our securities involves risks. Please carefully review the information under the heading “Risk Factors” on page 2. In addition, risks associated with any investment in our securities will be described in the applicable prospectus supplement and certain of our filings with the Securities and Exchange Commission, as described in “Risk Factors” on page 2.

Many have been asking for an alternative energy company so here is one such company. This is a speculative buy, and its a start-up, and have yet to see profits. When it became public in 2007 it had 9mil shares, today it states approx 21mil, but I think its more. Its in the process of raising capital, and the Ceo is connected with another company Investment Hunter, LLC who appears to be its main financier, and has a long list of insiders who own shares. It will be advantageous to anyone who may be considering investing to do the research, read the filings, so you know what you may be embarking on. Their is alot of Hype about Obama being a green energy advocate, but there is lot weighing on this industry as others, money is tight and with the oil and gas industry prices at its lows in years this all has to be added into the equation. This industry as many others will face its challenges.

The Ceo within its first year took in $151k for his salary. This year 2008 in stock which he sold in August raked in approx $3mil., and this is something I have as much a problem with as with one of its major holders, the other company Investment Hunter, LLC the Ceo is connected with sold an equal amount of stock for an equal amount of money. Since that time which was in August of 2008 the stock began selling off an had been in a downward trend.

Yes, but I've been on the sidelines after the stock price crashed due to the accelerated note that was coming due, that was unknown to the market, Mr. Hall was hired as the new CFO, and during his transition into the company must have discovered it, and may have reported it. The CFO who left failed to report it, and it may have been and honest error because it was on the off balance sheets. Everyone has left the company since.

Mr. Hall has been the companies anchor, and its obvious that he has been working tirelessly to right all this, and he has kept things moving. He is a very committed individual, and given time I believe he will get through it, he's done an excellent job so far and if he continues with the dedication he's shown will bring the company back from all this. Selling some of the assets like Bill Blass has helped alot, and I give him all the credit, this was kind of dumped all in his lap, and he has shown alot of integrity to take all this on, sticking with it, and putting together a new management team, I believe the prior Ceo left because of the flak he was catching, and the team he selected followed, but I liked them as well, Mr. Hall was also selected by the prior Ceo, and he got the right guy. To bad things turned out the way they did, and D'Loren left for the good of the company, as I'm sure the others did, things were just starting to get underway when all this occurred. When Mr. Hall gets all the finances in order I expect good things to happen, it won't happen overnight, but if he is successful he and Nexc will have a promising future.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule orStandard; Transfer of Listing


On January 8, 2009, NexCen Brands, Inc. (the “Company”) received a notification letter from the Nasdaq Listing and Hearing Review Council (the “Listing Council”) announcing that the Listing Council has withdrawn its call for review of the September 2, 2008 decision of the Nasdaq Listing Qualification Panel, and has lifted the stay of delisting. The letter states that the Company’s common stock will be suspended from trading on The Nasdaq Stock Market effective at the open of business on January 13, 2009 and that Nasdaq will move to delist the Company’s common stock.


Additionally, on January 6, 2009, the Company received a Nasdaq Staff Determination letter notifying the Company that it has not complied with Nasdaq Marketplace Rules 4350(e) and 4350(g) due to its inability to hold an annual meeting of stockholders for the fiscal year ended December 31, 2007 by December 31, 2008, to solicit proxies or to provide a proxy statement to Nasdaq with respect to such meeting. Consequently, this matter serves as an additional basis for delisting the Company’s common stock.


A copy of the press release announcing the Company’s receipt of these notification letters is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


99.1 Press Release, dated January 9, 2009.





--------------------------------------------------------------------------------



SIGNATURES


According 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 on January 9, 2009.


NEXCEN BRANDS, INC.


/s/ Sue J. Nam
By: Sue J. Nam
Its: General Counsel



1330 Avenue of the Americas
New York, NY 10019
Contact:
Leigh Parrish/Stephanie Rich
FD
(212) 850-5600


NexCen Brands Receives
Nasdaq Delisting Notice


NEW YORK – January 9, 2009 – NexCen Brands, Inc. (NASDAQ: NEXC) today announced that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) has withdrawn its call for review and stay of delisting associated with the September 2, 2008 decision of the Nasdaq Listing Qualifications Panel. As a result, Nasdaq has notified the Company that its common stock will be suspended from trading on The Nasdaq Stock Market effective at the opening of trading on January 13, 2009.


The Company plans to request on Monday, January 12, 2009 that the Nasdaq Board of Directors reconsider the Listing Council’s decision and reinstate the stay of delisting, so that the Company’s common stock would continue to be traded on The Nasdaq Stock Market. However, there can be no assurances that the Company’s request will be granted within a specified time or at all.


The Company anticipates that its common stock will be eligible for quotation on Pink OTC Markets, formerly known as the Pink Sheets. Accordingly, if the Nasdaq Board of Directors does not reconsider the Listing Council’s decision and permit the Company’s common stock to continue to be traded on The Nasdaq Stock Market, the Company expects that its common stock will become eligible for quotation on the Pink OTC Markets on Tuesday morning, January 13, 2009 under the trading symbol NEXC.pk.


Separately, the Company also received an additional Staff Determination notice on January 6, 2009 from Nasdaq that the Company no longer complies with Nasdaq Marketplace Rules 4350(e) and 4350(g) due to its inability to solicit proxy statements and hold an annual meeting of stockholders for the fiscal year ended December 31, 2007 by December 31, 2008.

Nasdaq’s delisting decision relates to the ongoing delays in the Company’s filing of its periodic reports. The Company has previously issued several press releases and filed several reports with the Securities and Exchange Commission (the “SEC”) including Current Reports on Form 8-K regarding these matters, and investors are encouraged to read these in their entirety for a discussion of these matters.

The Company remains committed to regaining compliance with all filing requirements and obtaining relisting of its common stock with The Nasdaq Stock Market as soon as possible, and continues to work diligently toward completing and filing all required periodic reports. At this time, the Company continues to anticipate that it will complete these filings with the SEC by the end of the first quarter of 2009.

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6317241

1330 Avenue of the Americas
New York, NY 10019
Contact:
Leigh Parrish/David Roady
FD
(212) 850-5600




NexCen Brands Announces Marvin Traub
Resigns from Board of Directors


NEW YORK - December 5, 2008 - NexCen Brands, Inc. (NASDAQ: NEXC), today announced that Marvin Traub has resigned from its Board of Directors, effective December 4, 2008 . Mr. Traub was elected director of NexCen Brands, Inc. on May 2, 2007.


David S. Oros, Chairman of NexCen Brands stated, “Marvin brought to the Company’s board a wealth of experience and insight, especially with respect to the retail and consumer goods sector . We are grateful for his sage counsel throughout his tenure and in connection with the Company’s exit from its retail licensing businesses. On behalf of the board, our shareholders and employees, I thank Marvin and wish him the best.”

About NexCen Brands
NexCen manages global brands, generating revenue through franchising and licensing. The Company currently owns seven franchised brands. Two sell retail footwear and accessories (The Athlete’s Foot and Shoebox New York), and five are quick service restaurants (Marble Slab Creamery, MaggieMoo’s, Pretzel Time, Pretzelmaker, and Great American Cookies). We also currently own and license the Bill Blass consumer products brand.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549




FORM 8-K




CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): November 14, 2008


NEXCEN BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)



Delaware
(State or Other Jurisdiction of Incorporation)



000-27707 20-2783217
(Commission File Number) (IRS Employer Identification No.)


1330 Avenue of the Americas, 34 th Floor, New York, NY 10019-5400
(Address of Principal Executive Offices) (Zip Code)



(212) 277-1100
( Registrant’s Telephone Number, Including Area Code)




(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




--------------------------------------------------------------------------------



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing



On November 12, 2008, the Company filed a Form 12b-25 stating that it would not file its Quarterly Report on Form 10-Q for the period ended September 30, 2008 with the Securities and Exchange Commission, until such time that it had filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2007 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008 and June 30, 2008.


As a result, the Company received a Nasdaq Staff Determination letter, on November 14, 2008, notifying the Company that it has not complied with Nasdaq Marketplace Rule 4310(c)(14) due to its failure to file its Quarterly Report on Form 10-Q for the period ended September 30, 2008. This matter serves as an additional basis for delisting the Company’s common stock from The Nasdaq Stock Market.


As previously disclosed, the Company has received two Nasdaq Staff Determination letters indicating that its common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4310(c)(14) due to its failure to file its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008 and June 30, 2008 . Following the Company’s receipt of the initial letter for the first quarter of 2008, the Company requested and was granted a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”). At the hearing, held on July 10, 2008, the Company requested continued listing and presented to the Panel its plan to regain compliance with Nasdaq’s filing requirements. On September 2, 2008, the Panel issued its decision granting the Company’s request, subject to the condition that, on or before November 17, 2008, the Company file its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008 and June 30, 2008.


On October 15, 2008, the Nasdaq Listing and Hearing Review Council (the “Listing Council”) informed the Company that, pursuant to the Listing Council’s discretionary authority, it has stayed the Panel’s September 2, 2008 decision and granted the Company the opportunity to provide, by November 28, 2008, additional information to the Listing Council, including an updated plan of compliance. The Company plans to submit such additional information by the submission deadline. The Company’s common stock will remain listed on The Nasdaq Stock Market pending determination from the Listing Council.


On October 22, 2008, representatives of Nasdaq also informed the Company that Nasdaq has temporarily suspended enforcement of the minimum bid price requirement. As previously disclosed, the Company has received a Nasdaq Staff Deficiency letter indicating that its common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4450(a)(5) due to its failure to satisfy the minimum $1 bid price requirement. Pursuant to Nasdaq Marketplace Rule 4450(e)(2), the Company was provided an initial period of 180 calendar days, or until January 5, 2009, to regain compliance. T he temporary suspension tolls the compliance period for all companies presently in a minimum bid price compliance period until reinstatement of the rule on January 19, 2009. Accordingly , the Company will now have until April 13, 2009 to regain compliance with the minimum $1 bid price requirement .


The Company cannot provide any assurances that the Listing Council will allow continued listing through such time that the Company will be able to file its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30, 2008 and September 30, 2008 or that the Company will meet the minimum bid price requirement by the revised April 13, 2009 deadline for compliance.



--------------------------------------------------------------------------------



A copy of the press release announcing the Company’s receipt of the Nasdaq Staff Determination letter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits



(d) Exhibits


99.1 Press Release, dated November 18, 2008.





--------------------------------------------------------------------------------



SIGNATURES


According 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 on November 18, 2008.



NEXCEN BRANDS, INC.


/s/ Sue J. Nam
By: Sue J. Nam
Its: General Counsel




--------------------------------------------------------------------------------







1330 Avenue of the Americas
New York, NY 10019
Contact:
Leigh Parrish/David Roady/
FD
(212) 850-5600


NexCen Brands Receives
Notification Letter from Nasdaq


NEW YORK - November 18, 2008 - NexCen Brands, Inc. (NASDAQ: NEXC), today announced that, as anticipated, on November 14, 2008, the Company received additional notification from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with the continued listing requirement of Nasdaq Marketplace Rule 4310(c)(14) due to its failure to file its Quarterly Report on Form 10-Q for the period ended September 30, 2008.


As noted in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on November 12, 2008, it expects to file its Quarterly Report on Form 10-Q for the period ended September 30, 2008 as soon as practicable after the Company files an amendment to its Annual Report on Form 10-K for the year ended December 31, 2007 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008 and June 30, 2008. At this time, the Company anticipates that it will complete these filings in the first quarter of 2009.


As previously disclosed, the Company has received two Nasdaq Staff Determination letters indicating that its common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4310(c)(14) due to its failure to file its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008 and June 30, 2008. Following the Company’s receipt of the initial letter for the first quarter of 2008, the Company requested and was granted a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”). At the hearing, held on July 10, 2008, the Company requested continued listing and presented to the Panel its plan to regain compliance with Nasdaq’s filing requirements. On September 2, 2008, the Panel issued its decision granting the Company’s request, subject to the condition that, on or before November 17, 2008, the Company file its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008 and June 30, 2008.


On October 15, 2008, the Nasdaq Listing and Hearing Review Council (the “Listing Council”) informed the Company that, pursuant to the Listing Counsel’s discretionary authority, it has stayed the Panel’s September 2, 2008 decision and granted the Company the opportunity to provide, by November 28, 2008, additional information to the Listing Council, including an updated plan of compliance. The Company plans to submit such additional information by the submission deadline. The Company’s common stock will remain listed on Nasdaq pending determination from the Listing Council.


On October 22, 2008, representatives of Nasdaq also informed the Company that Nasdaq has temporarily suspended enforcement of the minimum bid price requirement. As previously disclosed, the Company had received a Nasdaq Staff Deficiency letter indicating that its common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4450(a)(5) due to its failure to satisfy the minimum $1 bid price requirement. Pursuant to Nasdaq Marketplace Rule 4450(e)(2), the Company was provided an initial period of 180 calendar days, or until January 5, 2009, to regain compliance. The temporary suspension tolls the compliance period for all companies presently in a minimum bid price compliance period until reinstatement of the rule on January 19, 2009. Accordingly, the Company will now have until April 13, 2009 to regain compliance with the minimum $1 bid price requirement.



--------------------------------------------------------------------------------



The Company cannot provide any assurances that the Listing Council will allow continued listing through such time that the Company will be able to file its Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30, 2008 and September 30, 2008 or that the Company will meet the minimum bid price requirement by the revised April 13, 2009 deadline for compliance.


About NexCen Brands
NexCen manages global brands, generating revenue through franchising and licensing. The Company currently owns seven franchised brands. Two sell retail footwear and accessories (The Athlete’s Foot and Shoebox New York), and five are quick service restaurants (Marble Slab Creamery, MaggieMoo’s, Pretzel Time, Pretzelmaker, and Great American Cookies). We also currently own and license the Bill Blass consumer products brand.

NexCen Brands Reports Selected Preliminary
Third Quarter Operating Results and Highlights


Company Provides Business Update


NEW YORK - November 17, 2008 - NexCen Brands, Inc. (NASDAQ: NEXC) today reported the following business update.


Selected Preliminary Third Quarter Results
The Company (“NexCen”) reported preliminary unaudited financial results for the third quarter ended September 30, 2008. Kenneth J. Hall, Chief Executive Officer of NexCen, stated, “Revenues from continuing operations are expected to have almost doubled compared to the same period of 2007. We have reduced operating expenses and improved cash flows through the quarter. In addition, our sales pipeline of Letters of Intent and Franchise Agreements has continued to grow as the year has progressed. Overall, we are encouraged by our performance in our franchise business, despite a difficult economic environment.”


Continuing Operations: Franchise Business
NexCen expects to report revenues from continuing operations of its franchise business of approximately $12.0 million in the third quarter of 2008 compared with $6.5 million in the third quarter of 2007, an increase of approximately $5.5 million or 85%. Third quarter 2008 results fully reflect the acquisitions completed in 2007 and the acquisitions of Shoebox New York and Great American Cookies completed in January 2008.


The preliminary financial results for the third quarter of 2008 from continuing operations include:

· Royalty and other revenue of approximately $7.1 million versus $5.0 million in the third quarter of last year, an increase of approximately $2.1 million or 42%.


· Manufacturing (cookie-dough) revenue of approximately $4.5 million from Great American Cookies, which was acquired at the end of January 2008.


· Franchisee fee revenue of approximately $0.4 million versus $1.5 million in the third quarter of last year, a decrease of approximately $1.1 million or 73%. Although the Company executed franchise agreements totaling approximately $2.2 million in new initial franchise fees in the third quarter of 2008, franchise fee income is recognized when all initial required services are performed, which is generally considered to be upon the opening of a franchisee’s store. Until recognized, such franchise fees are accounted for as deferred revenue. Deferred revenue related to the pipeline of Letters of Intent and Franchise Agreements for franchise stores to be opened were approximately $5.5 million and $4.7 million as of September 30, 2008 and June 30, 2008, respectively, an increase of approximately $0.8 million or 17%.




--------------------------------------------------------------------------------



· The Company’s pipeline of Letters of Intent and Franchise Agreements for franchised stores to be opened both domestically and internationally increased to 394 stores at the end of the third quarter of 2008 versus 225 stores at the end of the second quarter of 2008, an increase of 169 stores or 75%.


· Total franchised locations at the end of the third quarter of 1,862 stores versus 1,562 stores at the end of the third quarter last year, an increase of 300 stores or 19%.



Discontinued Operations: Consumer Branded Licensing Business
Revenues relating to NexCen’s consumer branded licensing business, which consists of Bill Blass and Waverly, will be reported as discontinued operations due to the expected sales of those businesses. Licensing revenues from the Bill Blass and Waverly businesses are expected to be approximately $2.2 million in the third quarter of 2008 compared to $4.8 million in the third quarter of 2007, a decrease of approximately $2.6 million or 54%. On September 29, 2008, the Company executed a definitive agreement with Iconix Brand Group, Inc. for the sale of its Waverly Business. The transaction closed on October 3, 2008.


Full Financial Results Being Finalized
The Company is continuing to assess and quantify the impact on its financial results related to the costs associated with the restructuring of its credit facility, the special investigation by the Audit Committee, the planned disposition of the Bill Blass business, the completed sale of the Waverly business and possible asset impairment charges, any and all of which may materially impact the third quarter of 2008 operating results. Accordingly, the full financial results for the third quarter of 2008 have not yet been determined.


Fourth Quarter Highlights
The Company also provided an update today regarding recent business activities subsequent to the end of the third quarter, which includes:


· Early in the fourth quarter, the Company completed the sale of its Waverly business. NexCen used the proceeds from the $26.0 million sale to fully pay the outstanding Waverly debt of $21.3 million. Sales proceeds, remaining after the repayment of Waverly debt and the payment of transaction expenses, were used to pre-pay $2.6 million of debt associated with NexCen’s Bill Blass business.


· As of October 29, 2008, the Company held four of its Annual Franchise Conferences held over the last three months for The Athlete’s Foot, Pretzelmaker and Pretzel Time, Great American Cookies, and MaggieMoo’s and Marble Slab Creamery franchisees. Franchise conferences provide a forum for franchisees of each respective franchise system to meet with one another and with the executives of the Company so that all parties better understand current franchisor initiatives, identify areas for improvement, determine opportunities for growth, and position the brands for future success.




--------------------------------------------------------------------------------




· NexCen continues to pursue the sale of the Bill Blass business. Multiple parties have completed due diligence and continue to be in active discussions with NexCen regarding the acquisition of Bill Blass.


Business Update
The Company remains focused on the execution of its previously announced business restructuring plan, centered on its franchising businesses. Kenneth J. Hall, Chief Executive Officer of NexCen Brands, concluded, “We continue to make progress in our initiatives focused on our franchise business. We are pleased with the recent strong international expansion that has included new franchise agreements for all of our franchise brands. As we look to close out 2008, we are continuing to grow our franchise businesses and have a solid pipeline of new franchisees in place. Importantly, we are also maintaining a conservative approach to operating the business in the current environment, with particular emphasis on controlling costs and prudent management of cash flows.”


In addition, the Company is making progress in its efforts to reissue the Company’s consolidated financial statements as of December 31, 2007 and 2006. As part of the Company’s preparations, the Company has engaged BDO Seidman, LLP to provide consulting services to assist the Company in evaluating the application of accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for specific transactions and to advise on the completeness of the consideration of US GAAP and SEC literature. The Company is also working to complete the procedures and provide the information necessary for its independent accountants, KPMG LLP, to begin audit procedures to re-issue its audit report on the Company’s 2007 and 2006 consolidated financial statements. Until this process is completed, KPMG LLP is unable to complete a review under Statement of Auditing Standards No. 100 (“SAS 100”) of the Company’s consolidated quarterly financial statements. Once the accounting and audit work is finished, the Company intends to amend and re-file its Annual Report on Form 10-K for the year ended December 31, 2007, then file all outstanding 2008 Quarterly Reports on Form 10-Q. At this time, the Company anticipates that it will complete these filings in the first quarter of 2009.


About NexCen Brands
NexCen manages global brands, generating revenue through franchising and licensing. The Company currently owns seven franchised brands. Two sell retail footwear and accessories (The Athlete’s Foot and Shoebox New York), and five are quick service restaurants (Marble Slab Creamery, MaggieMoo’s, Pretzel Time, Pretzelmaker, and Great American Cookies). We also currently own and license the Bill Blass consumer products brand.


Forward-Looking Statement Disclosure
This press release contains “forward−looking statements,” as such term is used in the Securities Exchange Act of 1934, as amended. Such forward−looking statements include those regarding expected cost savings, expectations for the future performance of our brands or expectations regarding the impact of recent developments on our business. When used herein, the words “anticipate,” “believe,” “estimate,” “intend,” “may,” “will,” “expect” and similar expressions as they relate to the Company or its management are intended to identify such forward−looking statements. Forward−looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties. They are not guarantees of future performance or results. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward−looking statements. Factors that could cause or contribute to such differences include: (1) the Company’s efforts to focus on the franchise business as its core business may not be successful and may not improve the performance of the Company; (2) economic conditions may deteriorate in international and domestic markets, which could negatively impact the Company’s business and financial performance, (3) we may not be able to generate sufficient cash flow to make interest and principal payments on our bank credit facility, (4) any failure to meet our debt obligations and comply with negative and affirmative covenants in our bank facility would adversely affect our business and financial conditions, (5) we may not be able to sell our Bill Blass business, or the sale may not generate sufficient proceeds to pay off the debt associated with that business, which will lead to increased interest obligations and may entitle the bank to receive highly dilutive warrant to purchase shares of our common stock, (6) as a result of our inability to file our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 within the required timeframe, the need to amend our Annual Report on Form 10-K for the year ended December 31, 2007, and the failure to maintain the minimum $1 bid price per share, we are subject to Nasdaq delisting proceedings, and it is possible that we may be subject governmental investigations or third-party claims, (7) continued delays in our compliance with SEC filing requirements and Nasdaq listing requirements may negatively impact the Company, (8) we may not be successful in operating or expanding our brands or integrating them into an efficient overall business strategy, (9) we depend on the success of our franchisees to develop and grow our franchise systems both domestically and internationally, (10) we may not be able to retain existing, or attract new, employees, franchisees, and licenses, and (11) other factors discussed in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward−looking statements, whether as a result of new information, future events or otherwise.



--------------------------------------------------------------------------------

aks thats a tuff question, but this gives some insight into the Greek shipping industry.

http://www.marine-marketing.gr/newscuts.php

FINRA defends its role in Madoff scandal
Wed Jan 14, 2009 7:54pm EST
WASHINGTON (Reuters) - The watchdog for U.S. brokerages said it investigated 19 trading complaints about Bernard Madoff's broker-dealer firm but said they did not relate to any of the investment advisory issues involved in the financier's alleged $50 billion fraud.

The Financial Industry Regulatory Authority (FINRA) said on Wednesday it did not receive any complaints alleging fraud and that the U.S. Securities and Exchange Commission did not alert FINRA to any concern that the SEC may have had with the firm.

Madoff is under house arrest for allegedly bilking investors of billions of dollars through a so-called Ponzi scheme, where he paid off earlier investors with money from later investors.

"The SEC did not share the tips it received with FINRA," the brokerage watchdog said.

FINRA's comments come on the eve of FINRA Chief Executive Mary Schapiro's appearance before a Senate Banking Committee hearing on her nomination to join the SEC as chairman under the incoming Obama administration.

The committee has already started examining FINRA and the SEC's role in the Madoff scandal.

The SEC has been heavily criticized for not uncovering Madoff's alleged fraud until his sons told authorities that he confessed. Critics say the SEC did not do enough to follow up on tips from one of Madoff's competitors and for missing a number of other red flags.

There have also been questions about whether FINRA was diligent in its oversight of Madoff's firm.

FINRA said it only has authority over Madoff's broker-dealer business and did not have the authority to examine the books and record of Madoff's investment adviser business.

"There was never any indication in the broker-dealer operation of the fraud that Bernard Madoff allegedly carried out," FINRA said in an emailed statement.

"None of the fraudulent activities that have been alleged deal with the activities of the broker-dealer or come under the jurisdiction of FINRA," it said.

(Reporting by Rachelle Younglai; Editing by Tim Dobbyn)

Tim Geithner: Too Close to Goldman Sachs to Be Treasury Secretary, Critic Says
Posted Jan 21, 2009 12:22pm EST by Aaron Task in Newsmakers, Banking
Related: GS, C, BAC, XLF, MS, JPM, ^DJI
Tim Geithner apologized for not paying his taxes and some Republicans criticized his involvement in the TARP program at today's hearing, but Barack Obama's nominee for Treasury Secretary appears on track for confirmation.

Congress is "all in a panic" and "really clueless" about this all-important member of Obama's cabinet, says Christopher Whalen, managing director and co-founder of Institutional Risk Analytics. "I'm just not sure Tim Geithner is the guy we should have driving the bus."

Beyond his tax gaffe, which will mainly serve to politically weaken Obama's pick, Whalen says Geithner is the wrong many for the job because of his decision-making as President of the New York Fed.

"I believe Tim Geithner only represents part of Wall Street - Goldman Sachs," he says, suggesting Goldman was the "primary beneficiary of the AIG bailout" and notes Goldman alum Stephen Friedman serves on the board of the NY Fed. (Hank Paulson and Robert Rubin, with whom Geithner had frequent meetings in the past year, are also Goldman alum.)

Whalen further questions the inconsistency of the Fed's decision to rescue Bear Stearns - in the end, their debt and shareholders got something - while letting Lehman Brothers "go to hell."

In the end, Whalen says he'll fully support Geithner if and when he's confirmed: "We have to be successful," he says. "This is not about personality."

Another one of Gods wonders. I'm sure this brings a smile to His face and delights His heart. "Given Kisses"
http://www.huffingtonpost.com/2008/10/12/monkey-white-tiger-become_n_134060.html
http://www.thesun.co.uk/sol/homepage/news/article1793356.ece