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Tar Heel...........The origin of North Carolina's nickname is grounded, at least in part, in one of the state's major products during the Colonial Era -- tar. The tar was made by slowly burning the wood of longleaf pine trees. One legend attributes the name to the laborers who walked out of the woods with the sticky black substance on their shoes. Other stories go back to the Revolutionary War, when North Carolina soldiers continued marching after wading through a river coated with the viscous liquid.
We like the explanation on the state's official web site for its colorful and imaginative dialog. It traces the nickname's source to the Civil War. Retreating soldiers left a column of North Carolinians to battle the enemy alone. Later, the North Carolinians met the fleeing troops and told them for the next battle we'll put tar on your heels to make them stick. Gen. Robert E. Lee, on hearing the story, reportedly exclaimed, "God bless the Tar Heel boys."
Over the years, North Carolina has been known by many nicknames, including the Turpentine State, the Land of the Sky, and the Old North State. But the nickname Tar Heel has stuck -- just like tar on a soldier¿s shoe.
Tks penny, strange volume with this one, will go days without any activity then you get a day like today, not much volume and up 37% and absolutely nothing with any kind of PR's...ever. Good or bad. I may give IR a call tomorrow, just to make sure they are alive !!!And as I understand things, the principles in RMMI are the same people in AOGC.
Anyone here have any thoughts on RMMI?
(PR NEWSWIRE) Universal Guardian's Secure Risks Subsidiary Awarded $3.6 Million
U.S. Army Contract
Universal Guardian's Secure Risks Subsidiary Awarded $3.6 Million U.S. Army Cont
act
NEWPORT BEACH, Calif., April 4 /PRNewswire-FirstCall/ -- Universal
Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), a full service provider of
non-lethal protection products and security services to protect against
terrorist, criminal and security threats to governments and businesses
worldwide, today announced that Strategic Security Solutions, (SSSI) a
business unit of Universal Guardian's Secure Risks subsidiary, has been
awarded a contract to provide protective services, threat assessment, risk
mitigation and a Quick Response Force to the U.S. Army in Afghanistan.
The Scope of Work for this contract calls for the provision of security
services for the protection of U.S. Army and U.S. Government personnel and
government contractors and facilities in Kabul, Afghanistan. The SSSI
Security Forces will provide overall supervision and administration of
fixed-site security details and will be engaged in providing physical security
and identification processing at the entrances to the U.S. Army facilities in
Kabul. SSSI will provide security personnel for dismounted perimeter patrols,
mounted perimeter patrols, as well as the escort of local national workers;
physically searching vehicles entering and leaving U.S. Army administered
facilities. The contract also includes the provision of female security
personnel with the requisite capability to search local national females.
Additionally SSSI will provide a Quick Reaction Force (QRF) for emergency and
crisis response as well as information and threat assessments for risk
mitigation.
Command and Control for all services to be provided under the contract
will be headquartered at Universal Guardian's SSSI Security Operations Crisis
Communication Centre in Kabul.
"This contract represents the consolidation of several short-term security
contracts into multi-year contracts and clearly demonstrates the confidence of
the U.S. Army of our Company's ability to deliver the highest level of
strategic and tactical security services to the U.S. government," stated Bruce
Braes, Secure Risks Managing Director of Strategic Security Solutions."
The total contract value for the Base Period and following three option
years is in excess of $3.5 Million at the time of signing.
"We continue to demonstrate solid revenue growth in our Secure Risks'
business group by capturing contracts from established and emerging
governments, military services, multi-national corporations and high profile
business and individual clients around the globe," said Michael Skellern,
Universal Guardian CEO. "Major clients such as the U.S. Department of
Defense, U.S. State Department, Exxon Mobil, Coca Cola, and British Airways
depend on Secure Risks' Strategic Security Solution based on our proven
performance," Mr. Skellern continued.
About SecureRisks Limited
SecureRisks, a wholly owned subsidiary of Universal Guardian Holdings,
Inc., is a London based global security company providing is practical risk
solutions, tactical security and critical infrastructure protection in today's
most challenging environments from regional hubs located in London, Los
Angeles, Zurich, Caracas, Dubai, Kabul, Cape Town, Islamabad, Singapore,
Jakarta, and Hong Kong. www.SecureRisks.com
About Shield Defense International
Shield Defense International (SDI), a wholly-owned subsidiary of Universal
Guardian Holdings, Inc., designs and produces non-lethal weapons and systems
that provide law enforcement, military, professional security and consumers
with multiple use-of-force options to address appropriate threat conditions in
today's growing global security and terrorist environments.
www.ShieldDefense.com
UGHO NEWS (PR NEWSWIRE) Universal Guardian's Secure Risks Subsidiary Awarded $3.6 Million
U.S. Army Contract
Universal Guardian's Secure Risks Subsidiary Awarded $3.6 Million U.S. Army Cont
act
NEWPORT BEACH, Calif., April 4 /PRNewswire-FirstCall/ -- Universal
Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), a full service provider of
non-lethal protection products and security services to protect against
terrorist, criminal and security threats to governments and businesses
worldwide, today announced that Strategic Security Solutions, (SSSI) a
business unit of Universal Guardian's Secure Risks subsidiary, has been
awarded a contract to provide protective services, threat assessment, risk
mitigation and a Quick Response Force to the U.S. Army in Afghanistan.
The Scope of Work for this contract calls for the provision of security
services for the protection of U.S. Army and U.S. Government personnel and
government contractors and facilities in Kabul, Afghanistan. The SSSI
Security Forces will provide overall supervision and administration of
fixed-site security details and will be engaged in providing physical security
and identification processing at the entrances to the U.S. Army facilities in
Kabul. SSSI will provide security personnel for dismounted perimeter patrols,
mounted perimeter patrols, as well as the escort of local national workers;
physically searching vehicles entering and leaving U.S. Army administered
facilities. The contract also includes the provision of female security
personnel with the requisite capability to search local national females.
Additionally SSSI will provide a Quick Reaction Force (QRF) for emergency and
crisis response as well as information and threat assessments for risk
mitigation.
Command and Control for all services to be provided under the contract
will be headquartered at Universal Guardian's SSSI Security Operations Crisis
Communication Centre in Kabul.
"This contract represents the consolidation of several short-term security
contracts into multi-year contracts and clearly demonstrates the confidence of
the U.S. Army of our Company's ability to deliver the highest level of
strategic and tactical security services to the U.S. government," stated Bruce
Braes, Secure Risks Managing Director of Strategic Security Solutions."
The total contract value for the Base Period and following three option
years is in excess of $3.5 Million at the time of signing.
"We continue to demonstrate solid revenue growth in our Secure Risks'
business group by capturing contracts from established and emerging
governments, military services, multi-national corporations and high profile
business and individual clients around the globe," said Michael Skellern,
Universal Guardian CEO. "Major clients such as the U.S. Department of
Defense, U.S. State Department, Exxon Mobil, Coca Cola, and British Airways
depend on Secure Risks' Strategic Security Solution based on our proven
performance," Mr. Skellern continued.
About SecureRisks Limited
SecureRisks, a wholly owned subsidiary of Universal Guardian Holdings,
Inc., is a London based global security company providing is practical risk
solutions, tactical security and critical infrastructure protection in today's
most challenging environments from regional hubs located in London, Los
Angeles, Zurich, Caracas, Dubai, Kabul, Cape Town, Islamabad, Singapore,
Jakarta, and Hong Kong. www.SecureRisks.com
About Shield Defense International
Shield Defense International (SDI), a wholly-owned subsidiary of Universal
Guardian Holdings, Inc., designs and produces non-lethal weapons and systems
that provide law enforcement, military, professional security and consumers
with multiple use-of-force options to address appropriate threat conditions in
today's growing global security and terrorist environments.
www.ShieldDefense.com
NIHK NEWS (BSNS WIRE) Nighthawk Systems Receives Follow-on Order From Nebraska Public P
wer District, Tripling Original March Order
Nighthawk Systems Receives Follow-on Order From Nebraska Public Power District,
ripling Original March Order
Business Editors / Energy Editors / High-Tech Writers
SAN ANTONIO--(BUSINESS WIRE)--April 1, 2005--
Nighthawk Systems, Inc. (OTCBB:NIHK), a leading provider
of intelligent wireless power control products, today announced
Nebraska Public Power District has tripled the size of its original
March 2005 order for Nighthawk's proprietary CEO-700 whole house
disconnect units as part of its ongoing program to reduce operating
costs. Nighthawk announced a first order from Nebraska Public Power on
March 8, 2005. Nebraska Public Power District is Nebraska's largest
electric utility, with a chartered territory including all or parts of
91 of Nebraska's 93 counties.
A recent Wall Street Journal article highlighted the high number
of disconnects performed by electric utilities, and the operating
costs associated with delinquent accounts. The article stated that
105,000 customers are disconnected each month in Texas alone. The
CEO-700 gives electric utilities the ability to remotely disconnect
and reconnect power to electric meters, saving them significant time
and money over the traditional manual disconnect/reconnect methods
that require field personnel to be dispatched multiple times to
customers' premises. Nighthawk has learned that a utility can recoup
its investment in the CEO-700 by utilizing the unit only three times.
H. Douglas Saathoff, Nighthawk's CEO, stated, "We are extremely
pleased with the direction of the Company, and the rate at which
utilities are adopting the use of our product. While Nebraska Public
Power had indicated a larger need for our product, we were pleasantly
surprised with how quickly they tripled the size of their original
order from earlier in the month. Recent meetings with utilities have
made it clear that utilities can substantially lower their operating
costs utilizing the CEO-700."
Individuals interested in Nighthawk Systems can sign up to receive
email alerts by visiting the Company's website at
www.nighthawksystems.com.
(COMTEX) B: Taser Sees 1Q Sales Below Estimates ( AP Online )
B: Taser Sees 1Q Sales Below Estimates ( AP Online )
SCOTTSDALE, Ariz., Apr 01, 2005 (AP Online via COMTEX) -- Taser International
Inc. on Friday estimated its first-quarter revenue short of Wall Street
expectations, saying the controversy over the safety of its stun guns may have
cut into sales for the period.
Taser shares plunged $1.45, or 12.1 percent, to $10.55 during premarket
activity. The stock, one of the most heavily traded on the Nasdaq, has lost
nearly two-thirds of its value from a late December high of $32.59.
The company estimated quarterly sales at $10 million, well shy of the average
target of $13.6 million from analysts polled by Thomson Financial. A year ago,
the stun-gun maker took in revenue of $13 million in the quarter.
In recent months, Taser has faced mounting criticism for its stun guns -
designed to temporarily incapacitate an individual with an electric jolt - which
have been blamed for a growing list of accidental fatalities.
Human-rights group Amnesty International, among the first to raise concerns
about the safety of Tasers, released a report Friday that expanded the number of
Taser-related deaths since June 2001 to 103 from the figure of 74 contained in a
report issued last fall.
Rick Smith, Taser's chief executive, has repeatedly contended that the weapons
are safe and effective in subduing individuals when used properly, citing recent
studies that include reports from the Department of Defense and the Home Office
of the United Kingdom, where authorities last week approved the newest version
of the Taser.
"These studies have supported the view that Taser devices, while not risk free,
are generally safe and reduce the risk of injury or death," Smith said.
To battle its critics, Taser also said Friday that it has launched a
public-awareness campaign to distribute safety information, and assembled a team
of outsiders to advise the company on education and public-relations issues.
"Taser has successfully begun to vigorously defend against the myriad of
erroneous and misleading information in the public domain with data and
testimony whenever requested," Smith said.
Controversy over the stun guns, used by some 6,000 law-enforcement agencies
around the globe, have prompted police departments across the country to
reconsider whether carrying Tasers are necessary. Police in Chicago, Ohio and
Florida recently pulled the weapons from officers' hands, while lawmakers in
Georgia and Nevada have been asked to impose statewide restrictions.
The Securities and Exchange Commission is also investigating Taser's safety
claims in an inquiry announced in January.
(COMTEX) B: Taser Sees 1Q Sales Below Estimates ( AP Online )
B: Taser Sees 1Q Sales Below Estimates ( AP Online )
SCOTTSDALE, Ariz., Apr 01, 2005 (AP Online via COMTEX) -- Taser International
Inc. on Friday estimated its first-quarter revenue short of Wall Street
expectations, saying the controversy over the safety of its stun guns may have
cut into sales for the period.
Taser shares plunged $1.45, or 12.1 percent, to $10.55 during premarket
activity. The stock, one of the most heavily traded on the Nasdaq, has lost
nearly two-thirds of its value from a late December high of $32.59.
The company estimated quarterly sales at $10 million, well shy of the average
target of $13.6 million from analysts polled by Thomson Financial. A year ago,
the stun-gun maker took in revenue of $13 million in the quarter.
In recent months, Taser has faced mounting criticism for its stun guns -
designed to temporarily incapacitate an individual with an electric jolt - which
have been blamed for a growing list of accidental fatalities.
Human-rights group Amnesty International, among the first to raise concerns
about the safety of Tasers, released a report Friday that expanded the number of
Taser-related deaths since June 2001 to 103 from the figure of 74 contained in a
report issued last fall.
Rick Smith, Taser's chief executive, has repeatedly contended that the weapons
are safe and effective in subduing individuals when used properly, citing recent
studies that include reports from the Department of Defense and the Home Office
of the United Kingdom, where authorities last week approved the newest version
of the Taser.
"These studies have supported the view that Taser devices, while not risk free,
are generally safe and reduce the risk of injury or death," Smith said.
To battle its critics, Taser also said Friday that it has launched a
public-awareness campaign to distribute safety information, and assembled a team
of outsiders to advise the company on education and public-relations issues.
"Taser has successfully begun to vigorously defend against the myriad of
erroneous and misleading information in the public domain with data and
testimony whenever requested," Smith said.
Controversy over the stun guns, used by some 6,000 law-enforcement agencies
around the globe, have prompted police departments across the country to
reconsider whether carrying Tasers are necessary. Police in Chicago, Ohio and
Florida recently pulled the weapons from officers' hands, while lawmakers in
Georgia and Nevada have been asked to impose statewide restrictions.
The Securities and Exchange Commission is also investigating Taser's safety
claims in an inquiry announced in January.
Breaking News !!!!!!CBS “60 Minutes” to Air Story on Naked Shorting
New York, Friday April 1, 2005
CBS News today announced that this coming Sunday, April 3rd, their flagship news magazine “60 Minutes” will air an expose of what has been called “the biggest financial scam in the history of the world” — the campaign against naked short selling.
Roger de Minimis, acting head of CBS News, said, “Our close friends at the National Association of Freedom Funds have convinced us that we are the news organization with the credulity and appropriate level of integrity to air a story about this issue.”
CBS News confirmed that it has filmed hundreds of hours of explosive footage with informed figures such as SEC Chairman William Donaldson, NY Attorney General Eliot Spitzer and DTCC Deputy General Counsel Larry W. Byrd, which will “blow the lid off” the murky figures behind the campaign against naked shorting.
Veteran CBS news anchor Dan Rather will return to host the special segment, and has personally verified all the source documents for this story. Said Rather, “Once the truth gets out, this thing is going to come crashing down faster than a drunken hooker up a hickory tree.”
The impact of this story is hard to predict, but the markets could be in for a “Black Monday” if the Sunday broadcast lives up to the expectations of some experts. Officials at the Pink Sheets Exchange,
Nicely stated !! He must not "get any" in the morning !!!lol
UGHO NEWS (COMTEX) B: Universal Guardian's Cobra StunLight(TM) Receives Enthusiastic
Response at Major Middle East Security Conference ( P
B: Universal Guardian's Cobra StunLight(TM) Receives Enthusiastic Response at Ma
or Middle East Security Conference ( PRNewswire-FirstCall )
NEWPORT BEACH, Calif., March 31, 2005 /PRNewswire-FirstCall via COMTEX/ --
UNIVERSAL GUARDIAN HOLDINGS, INC. (OTC Bulletin Board: UGHO), a full service
provider of non-lethal protection products and security services to protect
against terrorist, criminal and security threats to governments and businesses
worldwide, today announced that the Company recently demonstrated its Cobra
StunLight(TM) at the Airports, Ports, Transportation Security Conference (APTS)
in Dubai, United Arab Emirates.
"Based upon the enthusiastic response we received from military, law
enforcement, private guarding companies and corrections officials at the APTS
conference, we are establishing formal sales representative and distribution
agreements and finalizing import regulations compliance approvals in major
Middle Eastern markets," stated Gerry Cummings, Secure Risks' Middle East
Regional Director. "We have former high-ranking military and police officers
from several countries in the region that want to immediately act as our sales
and training representatives, as well as a number of law enforcement and
corrections officials from these countries who are ready to purchase the Cobra
StunLight(TM)," continued Mr. Cummings, former Deputy Director General of
Counter Terrorism for the Canadian Security and Intelligence Service.
Michael Skellern, Universal Guardian's CEO said, "The Cobra StunLight's(TM)
enthusiastic reception at APTS further highlights the worldwide market
opportunity and demand for the Cobra StunLight(TM) by law enforcement, military,
corrections and security organizations." Mr. Skellern continued, "We are now
finalizing the sales, distribution and training infrastructure necessary to
support the obvious demand for our Cobra StunLight(TM) in these Middle Eastern
countries."
UGHO NEWS (COMTEX) B: Universal Guardian's Cobra StunLight(TM) Receives Enthusiastic
Response at Major Middle East Security Conference ( P
B: Universal Guardian's Cobra StunLight(TM) Receives Enthusiastic Response at Ma
or Middle East Security Conference ( PRNewswire-FirstCall )
NEWPORT BEACH, Calif., March 31, 2005 /PRNewswire-FirstCall via COMTEX/ --
UNIVERSAL GUARDIAN HOLDINGS, INC. (OTC Bulletin Board: UGHO), a full service
provider of non-lethal protection products and security services to protect
against terrorist, criminal and security threats to governments and businesses
worldwide, today announced that the Company recently demonstrated its Cobra
StunLight(TM) at the Airports, Ports, Transportation Security Conference (APTS)
in Dubai, United Arab Emirates.
"Based upon the enthusiastic response we received from military, law
enforcement, private guarding companies and corrections officials at the APTS
conference, we are establishing formal sales representative and distribution
agreements and finalizing import regulations compliance approvals in major
Middle Eastern markets," stated Gerry Cummings, Secure Risks' Middle East
Regional Director. "We have former high-ranking military and police officers
from several countries in the region that want to immediately act as our sales
and training representatives, as well as a number of law enforcement and
corrections officials from these countries who are ready to purchase the Cobra
StunLight(TM)," continued Mr. Cummings, former Deputy Director General of
Counter Terrorism for the Canadian Security and Intelligence Service.
Michael Skellern, Universal Guardian's CEO said, "The Cobra StunLight's(TM)
enthusiastic reception at APTS further highlights the worldwide market
opportunity and demand for the Cobra StunLight(TM) by law enforcement, military,
corrections and security organizations." Mr. Skellern continued, "We are now
finalizing the sales, distribution and training infrastructure necessary to
support the obvious demand for our Cobra StunLight(TM) in these Middle Eastern
countries."
(COMTEX) B: Universal Guardian's Cobra StunLight(TM) Receives Enthusiastic
Response at Major Middle East Security Conference ( P
B: Universal Guardian's Cobra StunLight(TM) Receives Enthusiastic Response at Ma
or Middle East Security Conference ( PRNewswire-FirstCall )
NEWPORT BEACH, Calif., March 31, 2005 /PRNewswire-FirstCall via COMTEX/ --
UNIVERSAL GUARDIAN HOLDINGS, INC. (OTC Bulletin Board: UGHO), a full service
provider of non-lethal protection products and security services to protect
against terrorist, criminal and security threats to governments and businesses
worldwide, today announced that the Company recently demonstrated its Cobra
StunLight(TM) at the Airports, Ports, Transportation Security Conference (APTS)
in Dubai, United Arab Emirates.
"Based upon the enthusiastic response we received from military, law
enforcement, private guarding companies and corrections officials at the APTS
conference, we are establishing formal sales representative and distribution
agreements and finalizing import regulations compliance approvals in major
Middle Eastern markets," stated Gerry Cummings, Secure Risks' Middle East
Regional Director. "We have former high-ranking military and police officers
from several countries in the region that want to immediately act as our sales
and training representatives, as well as a number of law enforcement and
corrections officials from these countries who are ready to purchase the Cobra
StunLight(TM)," continued Mr. Cummings, former Deputy Director General of
Counter Terrorism for the Canadian Security and Intelligence Service.
Michael Skellern, Universal Guardian's CEO said, "The Cobra StunLight's(TM)
enthusiastic reception at APTS further highlights the worldwide market
opportunity and demand for the Cobra StunLight(TM) by law enforcement, military,
corrections and security organizations." Mr. Skellern continued, "We are now
finalizing the sales, distribution and training infrastructure necessary to
support the obvious demand for our Cobra StunLight(TM) in these Middle Eastern
countries."
ELN NEWS (BSNS WIRE) Elan and Biogen Idec Announce TYSABRI Update
Elan and Biogen Idec Announce TYSABRI Update
Business Editors / Health/Medical Writers
DUBLIN, Ireland and CAMBRIDGE, Mass.--(BUSINESS WIRE)--March 30, 2005--
Elan Corporation, plc (NYSE: ELN) and Biogen Idec
(NASDAQ: BIIB) announced today that their ongoing safety evaluation of
TYSABRI(R) (natalizumab) has led to a previously diagnosed case of
malignant astrocytoma being reassessed as progressive multifocal
leukoencephalopathy (PML), in a patient in an open label Crohn's
disease clinical trial.
In light of the two previously reported cases of PML in multiple
sclerosis clinical trials, Elan and Biogen Idec initiated an
additional comprehensive safety evaluation of TYSABRI clinical trial
patients. In the course of this safety review, the companies
identified a case warranting reassessment in an open label Crohn's
disease clinical trial. In July 2003, the case was reported by a
clinical trial investigator as malignant astrocytoma. This diagnosis
was confirmed at the time by histopathology. The patient died in
December 2003.
As part of this ongoing safety review, the companies, in agreement
with the clinical trial investigator, reassessed the case. Following
this additional evaluation, the diagnosis is being reassessed as PML.
The patient had received 8 doses of TYSABRI over an 18 month period
and prior medication history included multiple courses of
immunosuppressant agents.
Elan and Biogen Idec's comprehensive safety evaluation concerning
TYSABRI and any possible link to PML is ongoing. The companies are
reviewing clinical trial data, working with investigators to evaluate
the approximately 3,000 patients in multiple sclerosis, Crohn's
disease, and rheumatoid arthritis trials, and working with PML and
neurology experts. The results of this safety evaluation will be
discussed with regulatory agencies to determine possible re-initiation
of dosing in clinical trials and future commercial availability.
On February 28, 2005, the companies announced that they had
suspended marketing of TYSABRI in multiple sclerosis and dosing in all
clinical trials based on two previously reported cases of PML, a rare
and frequently fatal, demyelinating disease of the central nervous
system.
(COMTEX) B: JUPITER Global Holdings, Corp. in Discussions to Acquire Telec
m Services Company Generating Over $12,000,000 in Rev
B: JUPITER Global Holdings, Corp. in Discussions to Acquire Telecom Services Com
any Generating Over $12,000,000 in Revenue Annually to Form the Backbone of Its
OXBOX Business ( MARKET WIRE )
LAS VEGAS, NV, Mar 30, 2005 (MARKET WIRE via COMTEX) -- JUPITER Global
Holdings, Corp. ("JUPITER" or the "Company") (OTC BB: JPHC) announced today it
has progressed steadily with discussions it has been having with a U.S.-based
telecom services company that is generating over $12 Million in annual revenues.
This acquisition is being pursued to add sizeable assets and revenue immediately
to JUPITER'S financial statements while forming the backbone for its VOXBOX
business.
The Company has been negotiating with this telecom firm for several months now
and believes it will move to the next level with this transaction within the
next three weeks. It is time for the shareholders to know about this key
acquisition that JUPITER is confident in securing and which management feels
will bring tremendous value and gains to the shareholders.
The telecom service company Jupiter is planning to acquire is a facilities-based
telecom applications service provider. Their lines of businesses include:
prepaid calling card platforms, international gateway and arbitrage services,
enhance IVR solutions, Co-location services and Universal Point of Sale
Activation Services.
The key to this acquisition is that this telecom services company would not only
bring large revenues to JUPITER but they are very complimentary with VOXBOX and
its plan to rollout its service across the U.S.
Ray Hawkins, CEO of JUPITER, commented: "The Company has made numerous corporate
changes and retained new advisors to move toward being able to pursue
acquisitions of this caliber. With this announcement we are sharing with our
shareholders the fact that we making progress on our plans to build a holding
company that will have core assets and operations that will generate tremendous
revenues and eventual solid earnings. These discussions have risen to a level
where we feel it is important to inform our current and prospective
shareholders. We expect these discussions to continue towards the execution of
an interim agreement and an eventual definitive agreement followed by a
closing."
The CEO of VOXBOX, Ray Prescott, stated: "This acquisition would not only give
us immediate customers and a significant revenue and cash flow stream, but it
would give us a robust communications backbone to support the build out of our
developing U.S. dealership network. Once in place we will be enabled to pursue
VoIP for the small to medium enterprises and grow our business aggressively."
Ray Hawkins, CEO of JUPITER, in closing stated: "We believe this acquisition,
once finalized, will deliver to our shareholders what we've been working hard
for these past few years, a Company with significant revenues and tremendous
potential for growth and earnings. We feel shareholders should continue their
long-term thinking approach to their holdings JUPITER. We believe our finance
agreements and additional ongoing finance discussions give us the confidence to
be able to make this acquisition happen. We look forward to progressing further
with this exciting acquisition."
ABOUT VOXBOX
VOXBOX (http://www.myVOXBOX.com) is an exciting new service in the multi-billion
dollar VoIP market. The Company owns 50% of the VOXBOX service and expects
VOXBOX to be a quality contributor for its 2005 growth plans.
VOXBOX allows you to make telephone calls using the Internet. When placing a
VoIP call using a phone with a VOXBOX adapter, you'll hear a dial tone and dial
just as you always have. Voice Over IP converts the voice signal from your
telephone into a digital signal that travels over the Internet then converts it
back at the other end so you can speak to anyone with a regular phone number.
Voice over Internet Protocol (VoIP) is a technology that allows you to make
telephone calls using a broadband Internet connection instead of a regular (or
analog) phone line. Further information on how VoIP works can be found at
www.fcc.gov/voip/.
(COMTEX) B: JUPITER Global Holdings, Corp. in Discussions to Acquire Telec
m Services Company Generating Over $12,000,000 in Rev
B: JUPITER Global Holdings, Corp. in Discussions to Acquire Telecom Services Com
any Generating Over $12,000,000 in Revenue Annually to Form the Backbone of Its
OXBOX Business ( MARKET WIRE )
LAS VEGAS, NV, Mar 30, 2005 (MARKET WIRE via COMTEX) -- JUPITER Global
Holdings, Corp. ("JUPITER" or the "Company") (OTC BB: JPHC) announced today it
has progressed steadily with discussions it has been having with a U.S.-based
telecom services company that is generating over $12 Million in annual revenues.
This acquisition is being pursued to add sizeable assets and revenue immediately
to JUPITER'S financial statements while forming the backbone for its VOXBOX
business.
The Company has been negotiating with this telecom firm for several months now
and believes it will move to the next level with this transaction within the
next three weeks. It is time for the shareholders to know about this key
acquisition that JUPITER is confident in securing and which management feels
will bring tremendous value and gains to the shareholders.
The telecom service company Jupiter is planning to acquire is a facilities-based
telecom applications service provider. Their lines of businesses include:
prepaid calling card platforms, international gateway and arbitrage services,
enhance IVR solutions, Co-location services and Universal Point of Sale
Activation Services.
The key to this acquisition is that this telecom services company would not only
bring large revenues to JUPITER but they are very complimentary with VOXBOX and
its plan to rollout its service across the U.S.
Ray Hawkins, CEO of JUPITER, commented: "The Company has made numerous corporate
changes and retained new advisors to move toward being able to pursue
acquisitions of this caliber. With this announcement we are sharing with our
shareholders the fact that we making progress on our plans to build a holding
company that will have core assets and operations that will generate tremendous
revenues and eventual solid earnings. These discussions have risen to a level
where we feel it is important to inform our current and prospective
shareholders. We expect these discussions to continue towards the execution of
an interim agreement and an eventual definitive agreement followed by a
closing."
The CEO of VOXBOX, Ray Prescott, stated: "This acquisition would not only give
us immediate customers and a significant revenue and cash flow stream, but it
would give us a robust communications backbone to support the build out of our
developing U.S. dealership network. Once in place we will be enabled to pursue
VoIP for the small to medium enterprises and grow our business aggressively."
Ray Hawkins, CEO of JUPITER, in closing stated: "We believe this acquisition,
once finalized, will deliver to our shareholders what we've been working hard
for these past few years, a Company with significant revenues and tremendous
potential for growth and earnings. We feel shareholders should continue their
long-term thinking approach to their holdings JUPITER. We believe our finance
agreements and additional ongoing finance discussions give us the confidence to
be able to make this acquisition happen. We look forward to progressing further
with this exciting acquisition."
ABOUT VOXBOX
VOXBOX (http://www.myVOXBOX.com) is an exciting new service in the multi-billion
dollar VoIP market. The Company owns 50% of the VOXBOX service and expects
VOXBOX to be a quality contributor for its 2005 growth plans.
VOXBOX allows you to make telephone calls using the Internet. When placing a
VoIP call using a phone with a VOXBOX adapter, you'll hear a dial tone and dial
just as you always have. Voice Over IP converts the voice signal from your
telephone into a digital signal that travels over the Internet then converts it
back at the other end so you can speak to anyone with a regular phone number.
Voice over Internet Protocol (VoIP) is a technology that allows you to make
telephone calls using a broadband Internet connection instead of a regular (or
analog) phone line. Further information on how VoIP works can be found at
www.fcc.gov/voip/.
JPHC NEWS (COMTEX) B: JUPITER Global Holdings, Corp. in Discussions to Acquire Telec
m Services Company Generating Over $12,000,000 in Rev
B: JUPITER Global Holdings, Corp. in Discussions to Acquire Telecom Services Com
any Generating Over $12,000,000 in Revenue Annually to Form the Backbone of Its
OXBOX Business ( MARKET WIRE )
LAS VEGAS, NV, Mar 30, 2005 (MARKET WIRE via COMTEX) -- JUPITER Global
Holdings, Corp. ("JUPITER" or the "Company") (OTC BB: JPHC) announced today it
has progressed steadily with discussions it has been having with a U.S.-based
telecom services company that is generating over $12 Million in annual revenues.
This acquisition is being pursued to add sizeable assets and revenue immediately
to JUPITER'S financial statements while forming the backbone for its VOXBOX
business.
The Company has been negotiating with this telecom firm for several months now
and believes it will move to the next level with this transaction within the
next three weeks. It is time for the shareholders to know about this key
acquisition that JUPITER is confident in securing and which management feels
will bring tremendous value and gains to the shareholders.
The telecom service company Jupiter is planning to acquire is a facilities-based
telecom applications service provider. Their lines of businesses include:
prepaid calling card platforms, international gateway and arbitrage services,
enhance IVR solutions, Co-location services and Universal Point of Sale
Activation Services.
The key to this acquisition is that this telecom services company would not only
bring large revenues to JUPITER but they are very complimentary with VOXBOX and
its plan to rollout its service across the U.S.
Ray Hawkins, CEO of JUPITER, commented: "The Company has made numerous corporate
changes and retained new advisors to move toward being able to pursue
acquisitions of this caliber. With this announcement we are sharing with our
shareholders the fact that we making progress on our plans to build a holding
company that will have core assets and operations that will generate tremendous
revenues and eventual solid earnings. These discussions have risen to a level
where we feel it is important to inform our current and prospective
shareholders. We expect these discussions to continue towards the execution of
an interim agreement and an eventual definitive agreement followed by a
closing."
The CEO of VOXBOX, Ray Prescott, stated: "This acquisition would not only give
us immediate customers and a significant revenue and cash flow stream, but it
would give us a robust communications backbone to support the build out of our
developing U.S. dealership network. Once in place we will be enabled to pursue
VoIP for the small to medium enterprises and grow our business aggressively."
Ray Hawkins, CEO of JUPITER, in closing stated: "We believe this acquisition,
once finalized, will deliver to our shareholders what we've been working hard
for these past few years, a Company with significant revenues and tremendous
potential for growth and earnings. We feel shareholders should continue their
long-term thinking approach to their holdings JUPITER. We believe our finance
agreements and additional ongoing finance discussions give us the confidence to
be able to make this acquisition happen. We look forward to progressing further
with this exciting acquisition."
ABOUT VOXBOX
VOXBOX (http://www.myVOXBOX.com) is an exciting new service in the multi-billion
dollar VoIP market. The Company owns 50% of the VOXBOX service and expects
VOXBOX to be a quality contributor for its 2005 growth plans.
VOXBOX allows you to make telephone calls using the Internet. When placing a
VoIP call using a phone with a VOXBOX adapter, you'll hear a dial tone and dial
just as you always have. Voice Over IP converts the voice signal from your
telephone into a digital signal that travels over the Internet then converts it
back at the other end so you can speak to anyone with a regular phone number.
Voice over Internet Protocol (VoIP) is a technology that allows you to make
telephone calls using a broadband Internet connection instead of a regular (or
analog) phone line. Further information on how VoIP works can be found at
www.fcc.gov/voip/.
SITG making a big move up 65%
UGHO NEWS HomelandSecurityStocks.com Update: States Seek to Define Electric
Stun Guns as Lethal Weapons
HomelandSecurityStocks.com Update: States Seek to Define Electric Stun Guns as L
thal Weapons
Business Editors
NEW YORK--(BUSINESS WIRE)--March 23, 2005--
HomelandSecurityStocks.com - As reported in USA TODAY a
growing trend is beginning to sweep across the country as states move
to define electric stun devices like the Taser (NASDAQ: TASR) as
lethal weapons. This may have a major impact on sales in the
less-than-lethal device category as the appeal of these devices
derives from their perceived non-lethal status. If these devices are
formally placed in the same category as lethal weapons, their use and
sales may be severely limited and this could create a major opening in
the market for a device that meets the legal requirements of a truly
non-lethal weapon.
For full Report View our Non Lethal v. Less Lethal Weapons
Industry Guide Part III:
CLICK HERE: http://www.homelandsecuritystocks.us/nonlethalseries/
Universal Guardian (OTC BB: UGHO) recently announced that their
Cobra StunLight(TM) a "Truly Non-Lethal" alternative that uses a
proven non-lethal chemical control technology, was being deployed in
an initial law enforcement pilot program. The "Truly Non-Lethal"
capabilities of the Cobra StunLight(TM) can give law enforcement and
civilian users far more utility and a much greater range of
use-of-force options than existing products.
Demonstration and operation videos of the Cobra StunLight(TM) are
available for download.
CLICK HERE: http://www.homelandsecuritystocks.us/ugho/ for update
and video.
CICK HERE http://www.homelandsecuritystocks.us/interviews/ to hear
Non-Lethal Weapons Expert and former UGHO Shield Defense President
Dennis Cole discuss the use-of-force advantages of the Cobra
Stunlight(TM).
View our Non Lethal v. Less Lethal Weapons Industry Guide:
For our small cap spotlight on Universal Guardian (OTCBB: UGHO):
http://www.homelandsecuritystocks.us/ugho/
http://www.homelandsecuritystocks.us/hss-small-caps/
About HomelandSecurityStocks.com
Homeland Security Stocks, a leading portal for disseminating
information about companies in the Homeland Defense Sector, was
established to help investors better understand the publicly traded
companies that play a role in the efforts to foster our homeland
security, our national defense and our personal safety.
This news release contains certain forward-looking statements
pertaining to future anticipated projected plans, performance and
developments, as well as other statements relating to future
operations and results. Any statements in this news release that are
not statements of historical fact may be considered to be
forward-looking statements. Written words such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "intends," "goal,"
"objective," "seek," "attempt," or variations of these or similar
words, identify forward-looking statements. These statements by their
nature are estimates of future results only and involve substantial
risks and uncertainties. There can be no assurance that actual results
will not differ materially from expectations.
We encourage all investors to use our sites only as a resource to
further their own research. Additional Information on companies can be
found at http://www.sec.gov. Homeland Security Stocks is compensated
by some of the companies that appear on our websites. In this
communication: Universal Guardian $4000 monthly and to receive
warrants for 50,000 shares. Terms of use and full compensation details
are available at: http://www.homelandsecuritystocks.us/termsofuse
Nothing on our sites should be construed as a recommendation,
offer or solicitation to buy or sell any specific products or
securities. Past performance does not guarantee future results.
Investigate before you invest. Although we attempt to research
thoroughly, we offer no guarantees as to the accuracy of any
information presented.
UGHO Interesting Article.... HomelandSecurityStocks.com Update: States Seek to Define Electric
Stun Guns as Lethal Weapons
HomelandSecurityStocks.com Update: States Seek to Define Electric Stun Guns as L
thal Weapons
Business Editors
NEW YORK--(BUSINESS WIRE)--March 23, 2005--
HomelandSecurityStocks.com - As reported in USA TODAY a
growing trend is beginning to sweep across the country as states move
to define electric stun devices like the Taser (NASDAQ: TASR) as
lethal weapons. This may have a major impact on sales in the
less-than-lethal device category as the appeal of these devices
derives from their perceived non-lethal status. If these devices are
formally placed in the same category as lethal weapons, their use and
sales may be severely limited and this could create a major opening in
the market for a device that meets the legal requirements of a truly
non-lethal weapon.
For full Report View our Non Lethal v. Less Lethal Weapons
Industry Guide Part III:
CLICK HERE: http://www.homelandsecuritystocks.us/nonlethalseries/
Universal Guardian (OTC BB: UGHO) recently announced that their
Cobra StunLight(TM) a "Truly Non-Lethal" alternative that uses a
proven non-lethal chemical control technology, was being deployed in
an initial law enforcement pilot program. The "Truly Non-Lethal"
capabilities of the Cobra StunLight(TM) can give law enforcement and
civilian users far more utility and a much greater range of
use-of-force options than existing products.
Demonstration and operation videos of the Cobra StunLight(TM) are
available for download.
CLICK HERE: http://www.homelandsecuritystocks.us/ugho/ for update
and video.
CICK HERE http://www.homelandsecuritystocks.us/interviews/ to hear
Non-Lethal Weapons Expert and former UGHO Shield Defense President
Dennis Cole discuss the use-of-force advantages of the Cobra
Stunlight(TM).
View our Non Lethal v. Less Lethal Weapons Industry Guide:
For our small cap spotlight on Universal Guardian (OTCBB: UGHO):
http://www.homelandsecuritystocks.us/ugho/
http://www.homelandsecuritystocks.us/hss-small-caps/
About HomelandSecurityStocks.com
Homeland Security Stocks, a leading portal for disseminating
information about companies in the Homeland Defense Sector, was
established to help investors better understand the publicly traded
companies that play a role in the efforts to foster our homeland
security, our national defense and our personal safety.
This news release contains certain forward-looking statements
pertaining to future anticipated projected plans, performance and
developments, as well as other statements relating to future
operations and results. Any statements in this news release that are
not statements of historical fact may be considered to be
forward-looking statements. Written words such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "intends," "goal,"
"objective," "seek," "attempt," or variations of these or similar
words, identify forward-looking statements. These statements by their
nature are estimates of future results only and involve substantial
risks and uncertainties. There can be no assurance that actual results
will not differ materially from expectations.
We encourage all investors to use our sites only as a resource to
further their own research. Additional Information on companies can be
found at http://www.sec.gov. Homeland Security Stocks is compensated
by some of the companies that appear on our websites. In this
communication: Universal Guardian $4000 monthly and to receive
warrants for 50,000 shares. Terms of use and full compensation details
are available at: http://www.homelandsecuritystocks.us/termsofuse
Nothing on our sites should be construed as a recommendation,
offer or solicitation to buy or sell any specific products or
securities. Past performance does not guarantee future results.
Investigate before you invest. Although we attempt to research
thoroughly, we offer no guarantees as to the accuracy of any
information presented.
UGHO Interesting Article....... HomelandSecurityStocks.com Update: States Seek to Define Electric
Stun Guns as Lethal Weapons
HomelandSecurityStocks.com Update: States Seek to Define Electric Stun Guns as L
thal Weapons
Business Editors
NEW YORK--(BUSINESS WIRE)--March 23, 2005--
HomelandSecurityStocks.com - As reported in USA TODAY a
growing trend is beginning to sweep across the country as states move
to define electric stun devices like the Taser (NASDAQ: TASR) as
lethal weapons. This may have a major impact on sales in the
less-than-lethal device category as the appeal of these devices
derives from their perceived non-lethal status. If these devices are
formally placed in the same category as lethal weapons, their use and
sales may be severely limited and this could create a major opening in
the market for a device that meets the legal requirements of a truly
non-lethal weapon.
For full Report View our Non Lethal v. Less Lethal Weapons
Industry Guide Part III:
CLICK HERE: http://www.homelandsecuritystocks.us/nonlethalseries/
Universal Guardian (OTC BB: UGHO) recently announced that their
Cobra StunLight(TM) a "Truly Non-Lethal" alternative that uses a
proven non-lethal chemical control technology, was being deployed in
an initial law enforcement pilot program. The "Truly Non-Lethal"
capabilities of the Cobra StunLight(TM) can give law enforcement and
civilian users far more utility and a much greater range of
use-of-force options than existing products.
Demonstration and operation videos of the Cobra StunLight(TM) are
available for download.
CLICK HERE: http://www.homelandsecuritystocks.us/ugho/ for update
and video.
CICK HERE http://www.homelandsecuritystocks.us/interviews/ to hear
Non-Lethal Weapons Expert and former UGHO Shield Defense President
Dennis Cole discuss the use-of-force advantages of the Cobra
Stunlight(TM).
View our Non Lethal v. Less Lethal Weapons Industry Guide:
For our small cap spotlight on Universal Guardian (OTCBB: UGHO):
http://www.homelandsecuritystocks.us/ugho/
http://www.homelandsecuritystocks.us/hss-small-caps/
About HomelandSecurityStocks.com
Homeland Security Stocks, a leading portal for disseminating
information about companies in the Homeland Defense Sector, was
established to help investors better understand the publicly traded
companies that play a role in the efforts to foster our homeland
security, our national defense and our personal safety.
This news release contains certain forward-looking statements
pertaining to future anticipated projected plans, performance and
developments, as well as other statements relating to future
operations and results. Any statements in this news release that are
not statements of historical fact may be considered to be
forward-looking statements. Written words such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "intends," "goal,"
"objective," "seek," "attempt," or variations of these or similar
words, identify forward-looking statements. These statements by their
nature are estimates of future results only and involve substantial
risks and uncertainties. There can be no assurance that actual results
will not differ materially from expectations.
We encourage all investors to use our sites only as a resource to
further their own research. Additional Information on companies can be
found at http://www.sec.gov. Homeland Security Stocks is compensated
by some of the companies that appear on our websites. In this
communication: Universal Guardian $4000 monthly and to receive
warrants for 50,000 shares. Terms of use and full compensation details
are available at: http://www.homelandsecuritystocks.us/termsofuse
Nothing on our sites should be construed as a recommendation,
offer or solicitation to buy or sell any specific products or
securities. Past performance does not guarantee future results.
Investigate before you invest. Although we attempt to research
thoroughly, we offer no guarantees as to the accuracy of any
information presented.
Interesting!!! HomelandSecurityStocks.com Update: States Seek to Define Electric
Stun Guns as Lethal Weapons
HomelandSecurityStocks.com Update: States Seek to Define Electric Stun Guns as L
thal Weapons
Business Editors
NEW YORK--(BUSINESS WIRE)--March 23, 2005--
HomelandSecurityStocks.com - As reported in USA TODAY a
growing trend is beginning to sweep across the country as states move
to define electric stun devices like the Taser (NASDAQ: TASR) as
lethal weapons. This may have a major impact on sales in the
less-than-lethal device category as the appeal of these devices
derives from their perceived non-lethal status. If these devices are
formally placed in the same category as lethal weapons, their use and
sales may be severely limited and this could create a major opening in
the market for a device that meets the legal requirements of a truly
non-lethal weapon.
For full Report View our Non Lethal v. Less Lethal Weapons
Industry Guide Part III:
CLICK HERE: http://www.homelandsecuritystocks.us/nonlethalseries/
Universal Guardian (OTC BB: UGHO) recently announced that their
Cobra StunLight(TM) a "Truly Non-Lethal" alternative that uses a
proven non-lethal chemical control technology, was being deployed in
an initial law enforcement pilot program. The "Truly Non-Lethal"
capabilities of the Cobra StunLight(TM) can give law enforcement and
civilian users far more utility and a much greater range of
use-of-force options than existing products.
Demonstration and operation videos of the Cobra StunLight(TM) are
available for download.
CLICK HERE: http://www.homelandsecuritystocks.us/ugho/ for update
and video.
CICK HERE http://www.homelandsecuritystocks.us/interviews/ to hear
Non-Lethal Weapons Expert and former UGHO Shield Defense President
Dennis Cole discuss the use-of-force advantages of the Cobra
Stunlight(TM).
View our Non Lethal v. Less Lethal Weapons Industry Guide:
For our small cap spotlight on Universal Guardian (OTCBB: UGHO):
http://www.homelandsecuritystocks.us/ugho/
http://www.homelandsecuritystocks.us/hss-small-caps/
About HomelandSecurityStocks.com
Homeland Security Stocks, a leading portal for disseminating
information about companies in the Homeland Defense Sector, was
established to help investors better understand the publicly traded
companies that play a role in the efforts to foster our homeland
security, our national defense and our personal safety.
This news release contains certain forward-looking statements
pertaining to future anticipated projected plans, performance and
developments, as well as other statements relating to future
operations and results. Any statements in this news release that are
not statements of historical fact may be considered to be
forward-looking statements. Written words such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "intends," "goal,"
"objective," "seek," "attempt," or variations of these or similar
words, identify forward-looking statements. These statements by their
nature are estimates of future results only and involve substantial
risks and uncertainties. There can be no assurance that actual results
will not differ materially from expectations.
We encourage all investors to use our sites only as a resource to
further their own research. Additional Information on companies can be
found at http://www.sec.gov. Homeland Security Stocks is compensated
by some of the companies that appear on our websites. In this
communication: Universal Guardian $4000 monthly and to receive
warrants for 50,000 shares. Terms of use and full compensation details
are available at: http://www.homelandsecuritystocks.us/termsofuse
Nothing on our sites should be construed as a recommendation,
offer or solicitation to buy or sell any specific products or
securities. Past performance does not guarantee future results.
Investigate before you invest. Although we attempt to research
thoroughly, we offer no guarantees as to the accuracy of any
information presented.
SITG NEWS Form 8-K for SECURITY INTELLIGENCE TECHNOLOGIES INC
--------------------------------------------------------------------------------
22-Mar-2005
Entry Material Agreement, Change in FYE or Articles, Finan
Item 1.01 Material Definitive Agreement.
On March 20, 2005, Security Intelligence Technologies, Inc. (the "Company") entered into employment agreements, dated as of March 20, 2005, with its chief executive officer, Ben Jamil, and its chief financial officer, Chris R. Decker.
Mr. Jamil's employment agreement provides for Mr. Jamil to serve as the Company's chief executive officer until March 31, 2010, and continuing on a year-to-year basis unless terminated by either party. Mr. Jamil is to receive a base salary of $250,000, which, commencing July 1, 2005, is subject to an increase of at least 10% if the Company's adjusted net income for the fiscal year ending on the most recent June 30th increases by at least $250,000 or, if the prior year's operations generated a loss, the loss decreases by at least $250,000. Adjusted net income is net income before deduction of any non-cash expenses incurred in connection with the issuance of equity securities in connection with the private placement or public offering of the Corporation's debt or equity securities. Mr. Jamil may receive an increase in his base salary greater than 10% or he may receive an increase if the Company does not meet the performance criteria at the discretion of the board of directors. The Company also agreed to include Mr. Jamil as one of the board of director's nominees for election as a director. He is also eligible for a discretionary bonus.
In connection with Mr. Jamil's execution of his employment agreement, and as provided in the agreement, the Company (i) granted Mr. Jamil a nonqualified stock option to purchase 10,000,000 shares of common stock at an exercise price of $.20, being the fair market value on the date of grant, and (ii) issued to Mr. Jamil 4,000,000 shares of series C preferred stock, a newly created series of preferred stock. The rights of the holders of the series C preferred stock are described under "Item 5.03. Amendment to Articles of Incorporation or By-laws; Creation of Series C Preferred Stock."
Mr. Jamil has the right to terminate his employment at any time. Upon termination of Mr. Jamil's employment, he may continue as a consultant for two years at a salary equal to half of the sum of his salary in effect on the last day of his employment plus any bonus paid or payable with respect to the prior fiscal year. In the event of a termination of Mr. Jamil's employment as a result of his death, the Company will pay his base salary to his estate for the lesser of one year or the balance of the term. In the event of a termination of Mr. Jamil's employment other than as permitted by the Agreement, the Company is to pay Mr. Jamil an amount equal to his base salary plus the bonus paid or payable with respect to the prior fiscal year multiplied by the number of months remaining in the Term divided by twelve. In the event of a termination of his employment following a change of control, as defined in the agreement, all options held by Mr. Jamil which have not vested shall vest and the Company is to pay Mr. Jamil an amount equal to six times the sum of his salary and bonus for the prior fiscal year.
Pursuant to the agreement, the Company has guaranteed the obligations to Mr. Jamil of its subsidiary, CCS International, Ltd. ("CCS"), for advances made by Mr. Jamil to CCS, to the maximum amount of $738,000. At December 31, 2004, CCS owed Mr. Jamil $738,644. Payment of the Company's obligations pursuant to this guaranty can only be made from cash flow from operations not required for the Company's business.
Mr. Decker's employment agreement provides for Mr. Decker to serve as the Company's chief financial officer until March 31, 2010, and continuing on a year-to-year basis unless terminated by either party. Mr. Decker is to receive a base salary of $120,000, which, commencing July 1, 2005, is subject to an increase of at least 10% if the Company's adjusted net income for the fiscal year ending on the most recent June 30th increases by at least $250,000 or, if the prior year's operations generated a loss, the loss decreases by at least $250,000. Adjusted net income is net income before deduction of any non-cash expenses incurred in connection with the issuance of equity securities in connection with the private placement or public offering of the Corporation's
debt or equity securities. Mr. Decker may receive an increase in his base salary greater than 10% or he may receive an increase if the Company does not meet the performance criteria at the discretion of the board of directors. The Company also agreed to include Mr. Decker as one of the board of director's nominees for election as a director. He is also eligible for a discretionary bonus which will not be less than 10% of his base salary.
In connection with Mr. Decker's execution of his employment agreement, and as provided in the agreement, the Company (i) granted Mr. Decker a nonqualified stock option to purchase 1,000,000 shares of common stock at an exercise price of $.20, being the fair market value on the date of grant, and (ii) issued to Mr. Decker 1,000,000 shares of series C preferred stock.
Mr. Decker has the right to terminate his employment at any time. Upon termination of Mr. Decker's employment, he may continue as a consultant for two years at a salary equal to half of the sum of his salary in effect on the last day of his employment plus any bonus paid or payable with respect to the prior fiscal year. In the event of a termination of Mr. Decker's employment as a result of his death, the Company will pay his base salary to his estate for the lesser of one year or the balance of the term. In the event of a termination of Mr. Decker's employment other than as permitted by the agreement, the Company is to pay Mr. Decker an amount equal to his base salary plus the bonus paid or payable with respect to the prior fiscal year multiplied by the number of months remaining in the Term divided by twelve. In the event of a termination of his employment following a change of control, as defined in the agreement, all options held by Mr. Decker which have not vested shall vest and the Company is to pay Mr. Decker an amount equal to six times the sum of his salary and bonus for the prior fiscal year.
Item 5.03. Amendment to Articles of Incorporation or By-laws; Creation of Series C Preferred Stock
In connection with the employment agreements with Messrs. Jamil and Decker, the board of directors, acting pursuant to the provisions of the Company's certificate of incorporation, created the series C preferred stock. Each share of series C preferred stock is convertible into common stock on a share for share basis if, prior to July 1, 2010, the Company generates either revenue of $6,000,000 or net income before taxes and before deduction of any non-cash expenses incurred in connection with the issuance of equity securities in connection with the private placement or public offering of the Corporation's debt or equity securities of $250,000. If neither of such targets is met by July 1, 2010, the rights of the holders of the preferred stock terminate and the holders are required to transfer the shares of series C preferred stock to the Company for no consideration. The holders of the series C preferred stock vote with the holder of the common stock on an as-if converted basis, even if the event which triggers the conversion right has not occurred. If dividends are declared on the common stock, the holders of the series C preferred stock receive dividends on an as-if converted basis. The preferred stock has a liquidation preference of $.01 per share, and after payment of the liquidation preference, the holders of the preferred stock share with the holders of the common stock on an as-if converted basis.
SITG NEWS Form 8-K for SECURITY INTELLIGENCE TECHNOLOGIES INC
--------------------------------------------------------------------------------
22-Mar-2005
Entry Material Agreement, Change in FYE or Articles, Finan
Item 1.01 Material Definitive Agreement.
On March 20, 2005, Security Intelligence Technologies, Inc. (the "Company") entered into employment agreements, dated as of March 20, 2005, with its chief executive officer, Ben Jamil, and its chief financial officer, Chris R. Decker.
Mr. Jamil's employment agreement provides for Mr. Jamil to serve as the Company's chief executive officer until March 31, 2010, and continuing on a year-to-year basis unless terminated by either party. Mr. Jamil is to receive a base salary of $250,000, which, commencing July 1, 2005, is subject to an increase of at least 10% if the Company's adjusted net income for the fiscal year ending on the most recent June 30th increases by at least $250,000 or, if the prior year's operations generated a loss, the loss decreases by at least $250,000. Adjusted net income is net income before deduction of any non-cash expenses incurred in connection with the issuance of equity securities in connection with the private placement or public offering of the Corporation's debt or equity securities. Mr. Jamil may receive an increase in his base salary greater than 10% or he may receive an increase if the Company does not meet the performance criteria at the discretion of the board of directors. The Company also agreed to include Mr. Jamil as one of the board of director's nominees for election as a director. He is also eligible for a discretionary bonus.
In connection with Mr. Jamil's execution of his employment agreement, and as provided in the agreement, the Company (i) granted Mr. Jamil a nonqualified stock option to purchase 10,000,000 shares of common stock at an exercise price of $.20, being the fair market value on the date of grant, and (ii) issued to Mr. Jamil 4,000,000 shares of series C preferred stock, a newly created series of preferred stock. The rights of the holders of the series C preferred stock are described under "Item 5.03. Amendment to Articles of Incorporation or By-laws; Creation of Series C Preferred Stock."
Mr. Jamil has the right to terminate his employment at any time. Upon termination of Mr. Jamil's employment, he may continue as a consultant for two years at a salary equal to half of the sum of his salary in effect on the last day of his employment plus any bonus paid or payable with respect to the prior fiscal year. In the event of a termination of Mr. Jamil's employment as a result of his death, the Company will pay his base salary to his estate for the lesser of one year or the balance of the term. In the event of a termination of Mr. Jamil's employment other than as permitted by the Agreement, the Company is to pay Mr. Jamil an amount equal to his base salary plus the bonus paid or payable with respect to the prior fiscal year multiplied by the number of months remaining in the Term divided by twelve. In the event of a termination of his employment following a change of control, as defined in the agreement, all options held by Mr. Jamil which have not vested shall vest and the Company is to pay Mr. Jamil an amount equal to six times the sum of his salary and bonus for the prior fiscal year.
Pursuant to the agreement, the Company has guaranteed the obligations to Mr. Jamil of its subsidiary, CCS International, Ltd. ("CCS"), for advances made by Mr. Jamil to CCS, to the maximum amount of $738,000. At December 31, 2004, CCS owed Mr. Jamil $738,644. Payment of the Company's obligations pursuant to this guaranty can only be made from cash flow from operations not required for the Company's business.
Mr. Decker's employment agreement provides for Mr. Decker to serve as the Company's chief financial officer until March 31, 2010, and continuing on a year-to-year basis unless terminated by either party. Mr. Decker is to receive a base salary of $120,000, which, commencing July 1, 2005, is subject to an increase of at least 10% if the Company's adjusted net income for the fiscal year ending on the most recent June 30th increases by at least $250,000 or, if the prior year's operations generated a loss, the loss decreases by at least $250,000. Adjusted net income is net income before deduction of any non-cash expenses incurred in connection with the issuance of equity securities in connection with the private placement or public offering of the Corporation's
debt or equity securities. Mr. Decker may receive an increase in his base salary greater than 10% or he may receive an increase if the Company does not meet the performance criteria at the discretion of the board of directors. The Company also agreed to include Mr. Decker as one of the board of director's nominees for election as a director. He is also eligible for a discretionary bonus which will not be less than 10% of his base salary.
In connection with Mr. Decker's execution of his employment agreement, and as provided in the agreement, the Company (i) granted Mr. Decker a nonqualified stock option to purchase 1,000,000 shares of common stock at an exercise price of $.20, being the fair market value on the date of grant, and (ii) issued to Mr. Decker 1,000,000 shares of series C preferred stock.
Mr. Decker has the right to terminate his employment at any time. Upon termination of Mr. Decker's employment, he may continue as a consultant for two years at a salary equal to half of the sum of his salary in effect on the last day of his employment plus any bonus paid or payable with respect to the prior fiscal year. In the event of a termination of Mr. Decker's employment as a result of his death, the Company will pay his base salary to his estate for the lesser of one year or the balance of the term. In the event of a termination of Mr. Decker's employment other than as permitted by the agreement, the Company is to pay Mr. Decker an amount equal to his base salary plus the bonus paid or payable with respect to the prior fiscal year multiplied by the number of months remaining in the Term divided by twelve. In the event of a termination of his employment following a change of control, as defined in the agreement, all options held by Mr. Decker which have not vested shall vest and the Company is to pay Mr. Decker an amount equal to six times the sum of his salary and bonus for the prior fiscal year.
Item 5.03. Amendment to Articles of Incorporation or By-laws; Creation of Series C Preferred Stock
In connection with the employment agreements with Messrs. Jamil and Decker, the board of directors, acting pursuant to the provisions of the Company's certificate of incorporation, created the series C preferred stock. Each share of series C preferred stock is convertible into common stock on a share for share basis if, prior to July 1, 2010, the Company generates either revenue of $6,000,000 or net income before taxes and before deduction of any non-cash expenses incurred in connection with the issuance of equity securities in connection with the private placement or public offering of the Corporation's debt or equity securities of $250,000. If neither of such targets is met by July 1, 2010, the rights of the holders of the preferred stock terminate and the holders are required to transfer the shares of series C preferred stock to the Company for no consideration. The holders of the series C preferred stock vote with the holder of the common stock on an as-if converted basis, even if the event which triggers the conversion right has not occurred. If dividends are declared on the common stock, the holders of the series C preferred stock receive dividends on an as-if converted basis. The preferred stock has a liquidation preference of $.01 per share, and after payment of the liquidation preference, the holders of the preferred stock share with the holders of the common stock on an as-if converted basis.
UGHO NEWS (BSNS WIRE) HomelandSecurityStocks.com Update: First Law Enforcement Deployme
t of ``Truly Non-Lethal'' Cobra StunLight - Operating
HomelandSecurityStocks.com Update: First Law Enforcement Deployment of ``Truly N
n-Lethal'' Cobra StunLight - Operating Procedures Video Now Available
Business Editors / Government Writers
NEW YORK--(BUSINESS WIRE)--March 21, 2005--
HomelandSecurityStocks.com - Universal Guardian (OTCBB:
UGHO) in a major development announced that the Lake Forest, Illinois
Police Department would begin a pilot program deployment of the Cobra
StunLight(TM). This initial pilot program could be significant as it
represents the first actual law enforcement deployment of Universal
Guardian's "Truly Non-Lethal" alternative. A video detailing operating
procedures for the Cobra StunLight(TM) is now available for download.
Click here: http://www.homelandsecuritystocks.us/ugho/ for update
and video.
As more and more law enforcement agencies across the country seek
safer alternatives to controversial electric stun devices, this
announcement may signify the emergence of the Cobra StunLight(TM) as a
market leader. The "truly non-lethal" capabilities of the Cobra
StunLight(TM) can give law enforcement and civilian users far more
utility and a much greater range of use-of-force options than existing
products.
Click here: http://www.homelandsecuritystocks.us/interviews/ to
hear Non-Lethal Weapons Expert and former UGHO Shield Defense
President Dennis Cole discuss the use-of-force advantages of the Cobra
Stunlight(TM).
UGHO NEWS (BSNS WIRE) HomelandSecurityStocks.com Update: First Law Enforcement Deployme
t of ``Truly Non-Lethal'' Cobra StunLight - Operating
HomelandSecurityStocks.com Update: First Law Enforcement Deployment of ``Truly N
n-Lethal'' Cobra StunLight - Operating Procedures Video Now Available
Business Editors / Government Writers
NEW YORK--(BUSINESS WIRE)--March 21, 2005--
HomelandSecurityStocks.com - Universal Guardian (OTCBB:
UGHO) in a major development announced that the Lake Forest, Illinois
Police Department would begin a pilot program deployment of the Cobra
StunLight(TM). This initial pilot program could be significant as it
represents the first actual law enforcement deployment of Universal
Guardian's "Truly Non-Lethal" alternative. A video detailing operating
procedures for the Cobra StunLight(TM) is now available for download.
Click here: http://www.homelandsecuritystocks.us/ugho/ for update
and video.
As more and more law enforcement agencies across the country seek
safer alternatives to controversial electric stun devices, this
announcement may signify the emergence of the Cobra StunLight(TM) as a
market leader. The "truly non-lethal" capabilities of the Cobra
StunLight(TM) can give law enforcement and civilian users far more
utility and a much greater range of use-of-force options than existing
products.
Click here: http://www.homelandsecuritystocks.us/interviews/ to
hear Non-Lethal Weapons Expert and former UGHO Shield Defense
President Dennis Cole discuss the use-of-force advantages of the Cobra
Stunlight(TM).
JPHC NEWS (COMTEX) B: JUPITER Global Holdings, Corp. Announces VOXBOX Dealership Pro
ram Exceeding Expectations ( MARKET WIRE )
B: JUPITER Global Holdings, Corp. Announces VOXBOX Dealership Program Exceeding
xpectations ( MARKET WIRE )
LAS VEGAS, NV, Mar 21, 2005 (MARKET WIRE via COMTEX) -- JUPITER Global
Holdings, Corp. ("JUPITER" or the "Company") (OTC BB: JPHC) announced today that
the VOXBOX dealership program is exceeding expectations. Dozens of enquiries
have come into VOXBOX from all over North America. This response, in addition to
a previous agreement to sell ten territories within a handful of states, gives
the confidence to the Company to continue striving to accelerate the U.S. and
Canadian deployment of the VOXBOX service.
Mr. Ray Prescott, CEO of VOXBOX, said: "The response we received from the
kick-off of our dealership sales program has been tremendous, especially
considering our marketing programs have not fully launched yet. This development
proves to us that there is an appetite for independent entrepreneurs who wish to
participate in the income earning potential of VoIP."
The dealership program will be a powerful catalyst in aggressively expanding
VOXBOX throughout North America. After the service is rolled out in a few small
cities, VOXBOX plans to expand to every metropolitan city in North America and
become the dominant force in the VoIP communications industry.
The VOXBOX Dealership Program allows VoIP entrepreneurs to buy dealerships and
build a potentially successful revenue generating VOXBOX service business in
their area. As dealers are signed up, trained and set up, they will form a
distribution network to enable rapid growth of the VOXBOX service.
Information on VOXBOX dealerships can be found at www.myvoxbox.com.
Ray Hawkins, CEO of JUPITER, in closing commented: "The response VOXBOX has been
tremendous. The building of the VOXBOX dealer network is key to the growth of
VOXBOX. As the marketing of VOXBOX cranks up we believe the response will
continue to grow. With the recent developments in the VoIP Industry the interest
should continue to grow and therefore so should VOXBOX's potential."
UGHO (COMTEX) B: Illinois Police Department to Initiate Cobra StunLight(TM) Pil
t Program ( PRNewswire-FirstCall )
B: Illinois Police Department to Initiate Cobra StunLight(TM) Pilot Program ( PR
ewswire-FirstCall )
NEWPORT BEACH, Calif., March 18, 2005 /PRNewswire-FirstCall via COMTEX/ --
Universal Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), a full service
provider of non-lethal protection products and security services to protect
against terrorist, criminal and security threats to governments and businesses
worldwide, today announced that the Lake Forest, Illinois Police Department will
commence a pilot program with the Company's Cobra StunLight(TM).
(Photo: http://www.newscom.com/cgi-bin/prnh/20050318/LAF029-a
http://www.newscom.com/cgi-bin/prnh/20050318/LAF029-b)
Director of Public Safety W. Michael Hosking stated, "The Lake Forest Police
Department is always exploring the latest law enforcement tools to protect both
its citizens and officers from possible injury."
The Cobra StunLight(TM) replaces the standard police flashlight with a rugged,
high intensity LED flashlight and provides escalating non-lethal use-of-force
options. The Cobra StunLight(TM) instantly illuminates its target and launches a
laser-aimed stream of OC chemical agent to debilitate one or more assailants at
standoff distances of up to 21 feet or more. To see the Cobra StunLight(TM) in
Action go to: www.ShieldDefense.com
"We are pleased to be able to develop a Cobra StunLight(TM) field training and
deployment program with such a progressive law enforcement agency. It is
apparent that their concern for the safety of their officers and citizens is
paramount," stated Bill Lowe, of Shield Defense.
Michael Skellern, Universal Guardian's CEO said, "The Cobra StunLight(TM) offers
the men and women of the Lake Forest Police Department an everyday law
enforcement tool with multiple offensive and defensive non-lethal use-of-force
options that are both effective and safe."
UGHO (COMTEX) B: Illinois Police Department to Initiate Cobra StunLight(TM) Pil
t Program ( PRNewswire-FirstCall )
B: Illinois Police Department to Initiate Cobra StunLight(TM) Pilot Program ( PR
ewswire-FirstCall )
NEWPORT BEACH, Calif., March 18, 2005 /PRNewswire-FirstCall via COMTEX/ --
Universal Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), a full service
provider of non-lethal protection products and security services to protect
against terrorist, criminal and security threats to governments and businesses
worldwide, today announced that the Lake Forest, Illinois Police Department will
commence a pilot program with the Company's Cobra StunLight(TM).
(Photo: http://www.newscom.com/cgi-bin/prnh/20050318/LAF029-a
http://www.newscom.com/cgi-bin/prnh/20050318/LAF029-b)
Director of Public Safety W. Michael Hosking stated, "The Lake Forest Police
Department is always exploring the latest law enforcement tools to protect both
its citizens and officers from possible injury."
The Cobra StunLight(TM) replaces the standard police flashlight with a rugged,
high intensity LED flashlight and provides escalating non-lethal use-of-force
options. The Cobra StunLight(TM) instantly illuminates its target and launches a
laser-aimed stream of OC chemical agent to debilitate one or more assailants at
standoff distances of up to 21 feet or more. To see the Cobra StunLight(TM) in
Action go to: www.ShieldDefense.com
"We are pleased to be able to develop a Cobra StunLight(TM) field training and
deployment program with such a progressive law enforcement agency. It is
apparent that their concern for the safety of their officers and citizens is
paramount," stated Bill Lowe, of Shield Defense.
Michael Skellern, Universal Guardian's CEO said, "The Cobra StunLight(TM) offers
the men and women of the Lake Forest Police Department an everyday law
enforcement tool with multiple offensive and defensive non-lethal use-of-force
options that are both effective and safe."
UGHO an interesting post from another site.Something worth giving some thought to.
UNIVERSAL GUARDIAN HOLDINGS INC - UGHO.OB 1/16/2005 2:43 am
by: prettywoman Msg: 541
What do the companies Stinger Systems Inc (STYI.PK), Law Enforcement Associates Inc. (LENF: OTCBB), Ionatron Inc (IOTN: NASDAQ), MDM GROUP INC (MDDM: PINK), and Taser International Inc (TASR: NASDAQ) have in common? The share price of STIY price recently rose from $1.50 to $48+. LENF from .70 to $12+, IOTN from .50 to $11+, MDDM from .05 to $5+ and TASR from $2 to $33.
If you had the opportunity to invest in any of these companies before their substantial upside gains, would you have taken that opportunity? If an opportunity presented itself today for the possibility of realizing similar gains in a company that the market has yet to discover, would you invest?
LESS-LETHAL, SELF-DEFENSE DEVICES
A global climate of increased domestic demonstrations and terroist attacks have created an enormous international market demanding more effective non-lethal and less-lethal solutions by law enforcement officers, security organizations and the military.
Each of these companies and/or subsidiaries of these companies develop, market and distribute less-lethal, self-defense devices. Their respective products have enabled law enforcement officers, security organizations and the military to effectively face violent situations and keep communities around the world safe.
ELECTROSHOCK DEVICES - LESS-LETHAL -- LETHAL?
While the self-defense device market has boomed in recent years, critics are beginning to ask law enforcement agencies to re-evaluate the use of electroshock devices based on safety concerns.
A report released in November by Amnesty International, the human-rights group, attributed 74 deaths to stun guns. Tasers, which resemble handguns, fire metal barbs from as far as 21 feet away, delivering a low-amperage charge that shuts down a person's central nervous system -- making it temporarily impossible to move.
Critics have charged that the shock delivered by the supposedly non-lethal weapons can induce heart failure and related problems, especially in those susceptible to cardiac events. The ACLU and Amnesty International said the studies cast doubt on Taser's safety claims.
The ACLU said 89 deaths, thus far in the United States and Canada have been linked to police use of Tasers. Amnesty International said the use of Tasers should be suspended pending a rigorous, independent investigation into their safety.
ENFORCEMENT AGENCIES BEGIN TO RE-EVALUATE
As new information is disclosed on the potential life threatening use of electroshock devices, liabilities may extend beyond the borders of the manufacturer and to the government entites that authorize their use. Liability for death sustained during or after a person is subdued by electoshock may in fact become a serious factor in the decision making process of agencies around the world. Over 6,000 police departments in the United States and abroad have purchased TASER devices, but Countries, States, Counties and Cities with independent budgets must now re-evaluate the use of electroshock devices.
A Georgia lawmaker has sponsored a bill to prohibit the use of electroshock devices, including Tasers, by on-duty officers. If authorities fail to comply, the legislature would withhold state money and any state-administered federal funding, such as homeland security grants.
Tennessee law enforcement officers said they are concerned similar proposals might surface in the Volunteer State. Additional State and local governments are expected to follow soon.
In a related resolution, the bill's sponsor, state Rep. Tyrone Brooks, D-Atlanta, also urges policing agencies to suspend Taser use until a "rigorous, independent and impartial inquiry" can be done.
"We're trying to call attention to the fact that innocent people are dying long before they are even charged, indicted, convicted and sentenced," Rep. Brooks said.
OPPORTUNITY KNOCKS FOR NON-LETHAL ALTERNATIVES
Enforcement agencies around the world must now reconsider the use of electroshock devices and consider alternatives. The evaluation of non-electroshock devices that accomplish the respective goals of these agencies while protecting the public will now become a serious contender for agency dollars and a potential booming niche market moving forward.
On January 11, 2005, Taser (TASR: NASDAQ) shocked investors when it announced that orders for the first half of 2005 may be delayed while law enforcement agencies test competitors' products.
UNIVERSAL GUARDIAN TAKES CENTER STAGE
A company that has already taken a substantial leap into this dramatic new market development is Universal Guardian Holdings Inc. (UGHO: OTCBB) and their subsidiary Shield Defense International which designs and produces unique and patented non-lethal weapons one of which is the Cobra StunLight(TM).
Cobra StunLight Illuminates Target and Laser aimed Accuracy delivers a stream of debilitating non-lethal capsaicin II chemical from up to 21 ft away, approximately the same distance the potentially lethal electroshock devices can reach.
On January 13, 2004, the company announced the adoption of a Resolution introduced by Alderman Edward M. Burke, former Chicago policeman and current Chairman of the Chicago City Council Committee on Finance, concerning Universal Guardian's Cobra StunLight(TM), "The Truly Non-Lethal" alternative. The Resolution was immediately referred to Chicago's Committee on Police and Fire. The Chicago Police Force is among the nations largest and most respected police forces employing more than 13,000 police officers.
Mr. Skellern, CEO of Universal Guardian said, "I believe that this is an important first step in demonstrating the value of providing law enforcement with an everyday tool that is a truly non-lethal alternative. We have been engaged in similar discussions with other major law enforcement departments as we ramp up our Cobra StunLight(TM) manufacturing capability for distribution to law enforcement agencies worldwide."
INVESTOR OUTLOOK
From a historical perspective, homeland security stocks have sustained considerable gains over the past few years. Self-defense companies Stinger Systems Inc (STYI.PK), Law Enforcement Associates Inc. (LENF: OTCBB), Ionatron Inc (IOTN,: NASDAQ), MDM GROUP INC (MDDM: PINK), and Taser International Inc (TASR: NASDAQ) have all performed exceptionally well. Many shareholders realized gains exceeding 1000% in less than a year.
However, as agencies and organizatons begin to evaluate the benefits of the "Truly Non-Lethal" Cobra Stunlight in response to continuing new reports about the lethality of the TASER stungun, UGHO shareholders are now presented with a "stunning" opportunity for incredible gains on their investments that may be similar to the gains realized by the companies discussed.
UGHO An interesting perspective, from another board.
UNIVERSAL GUARDIAN HOLDINGS INC - UGHO.OB 1/16/2005 2:43 am
by: prettywoman Msg: 541
What do the companies Stinger Systems Inc (STYI.PK), Law Enforcement Associates Inc. (LENF: OTCBB), Ionatron Inc (IOTN: NASDAQ), MDM GROUP INC (MDDM: PINK), and Taser International Inc (TASR: NASDAQ) have in common? The share price of STIY price recently rose from $1.50 to $48+. LENF from .70 to $12+, IOTN from .50 to $11+, MDDM from .05 to $5+ and TASR from $2 to $33.
If you had the opportunity to invest in any of these companies before their substantial upside gains, would you have taken that opportunity? If an opportunity presented itself today for the possibility of realizing similar gains in a company that the market has yet to discover, would you invest?
LESS-LETHAL, SELF-DEFENSE DEVICES
A global climate of increased domestic demonstrations and terroist attacks have created an enormous international market demanding more effective non-lethal and less-lethal solutions by law enforcement officers, security organizations and the military.
Each of these companies and/or subsidiaries of these companies develop, market and distribute less-lethal, self-defense devices. Their respective products have enabled law enforcement officers, security organizations and the military to effectively face violent situations and keep communities around the world safe.
ELECTROSHOCK DEVICES - LESS-LETHAL -- LETHAL?
While the self-defense device market has boomed in recent years, critics are beginning to ask law enforcement agencies to re-evaluate the use of electroshock devices based on safety concerns.
A report released in November by Amnesty International, the human-rights group, attributed 74 deaths to stun guns. Tasers, which resemble handguns, fire metal barbs from as far as 21 feet away, delivering a low-amperage charge that shuts down a person's central nervous system -- making it temporarily impossible to move.
Critics have charged that the shock delivered by the supposedly non-lethal weapons can induce heart failure and related problems, especially in those susceptible to cardiac events. The ACLU and Amnesty International said the studies cast doubt on Taser's safety claims.
The ACLU said 89 deaths, thus far in the United States and Canada have been linked to police use of Tasers. Amnesty International said the use of Tasers should be suspended pending a rigorous, independent investigation into their safety.
ENFORCEMENT AGENCIES BEGIN TO RE-EVALUATE
As new information is disclosed on the potential life threatening use of electroshock devices, liabilities may extend beyond the borders of the manufacturer and to the government entites that authorize their use. Liability for death sustained during or after a person is subdued by electoshock may in fact become a serious factor in the decision making process of agencies around the world. Over 6,000 police departments in the United States and abroad have purchased TASER devices, but Countries, States, Counties and Cities with independent budgets must now re-evaluate the use of electroshock devices.
A Georgia lawmaker has sponsored a bill to prohibit the use of electroshock devices, including Tasers, by on-duty officers. If authorities fail to comply, the legislature would withhold state money and any state-administered federal funding, such as homeland security grants.
Tennessee law enforcement officers said they are concerned similar proposals might surface in the Volunteer State. Additional State and local governments are expected to follow soon.
In a related resolution, the bill's sponsor, state Rep. Tyrone Brooks, D-Atlanta, also urges policing agencies to suspend Taser use until a "rigorous, independent and impartial inquiry" can be done.
"We're trying to call attention to the fact that innocent people are dying long before they are even charged, indicted, convicted and sentenced," Rep. Brooks said.
OPPORTUNITY KNOCKS FOR NON-LETHAL ALTERNATIVES
Enforcement agencies around the world must now reconsider the use of electroshock devices and consider alternatives. The evaluation of non-electroshock devices that accomplish the respective goals of these agencies while protecting the public will now become a serious contender for agency dollars and a potential booming niche market moving forward.
On January 11, 2005, Taser (TASR: NASDAQ) shocked investors when it announced that orders for the first half of 2005 may be delayed while law enforcement agencies test competitors' products.
UNIVERSAL GUARDIAN TAKES CENTER STAGE
A company that has already taken a substantial leap into this dramatic new market development is Universal Guardian Holdings Inc. (UGHO: OTCBB) and their subsidiary Shield Defense International which designs and produces unique and patented non-lethal weapons one of which is the Cobra StunLight(TM).
Cobra StunLight Illuminates Target and Laser aimed Accuracy delivers a stream of debilitating non-lethal capsaicin II chemical from up to 21 ft away, approximately the same distance the potentially lethal electroshock devices can reach.
On January 13, 2004, the company announced the adoption of a Resolution introduced by Alderman Edward M. Burke, former Chicago policeman and current Chairman of the Chicago City Council Committee on Finance, concerning Universal Guardian's Cobra StunLight(TM), "The Truly Non-Lethal" alternative. The Resolution was immediately referred to Chicago's Committee on Police and Fire. The Chicago Police Force is among the nations largest and most respected police forces employing more than 13,000 police officers.
Mr. Skellern, CEO of Universal Guardian said, "I believe that this is an important first step in demonstrating the value of providing law enforcement with an everyday tool that is a truly non-lethal alternative. We have been engaged in similar discussions with other major law enforcement departments as we ramp up our Cobra StunLight(TM) manufacturing capability for distribution to law enforcement agencies worldwide."
INVESTOR OUTLOOK
From a historical perspective, homeland security stocks have sustained considerable gains over the past few years. Self-defense companies Stinger Systems Inc (STYI.PK), Law Enforcement Associates Inc. (LENF: OTCBB), Ionatron Inc (IOTN,: NASDAQ), MDM GROUP INC (MDDM: PINK), and Taser International Inc (TASR: NASDAQ) have all performed exceptionally well. Many shareholders realized gains exceeding 1000% in less than a year.
However, as agencies and organizatons begin to evaluate the benefits of the "Truly Non-Lethal" Cobra Stunlight in response to continuing new reports about the lethality of the TASER stungun, UGHO shareholders are now presented with a "stunning" opportunity for incredible gains on their investments that may be similar to the gains realized by the companies discussed.
JPHC News.......Jupiter Global Holdings, Inc. (OTCBB: JPHC) – the Company formerly known as Livestar Entertainment Group - seems to have developed a simple plan. If at first you don’t succeed, diversify. Since the beginning of 2005, Jupiter has changed its name (from Livestar), its stock symbol, and its business, or at least its business plan. But has anything actually changed?
Until recently, Jupiter had been pinning its hopes on the entertainment industry – with little evident success. The Company’s attempt to acquire a Toronto-based nightclub called “The Sequel” failed, and its subsequent efforts to develop other nightclubs and other venues have yet to yield profits. Other attempts to carve a niche in the entertainment business have yet to prove financially fruitful. Despite a series of press releases declaring its successful participation in a series of live events, as of September 30, 2004 the financial picture was bleak. The Company had no cash and, despite modest revenues, had suffered losses of almost $2 million in the first nine months of 2004. See, Update: Livestar Entertainment Group, Inc. - That's Shoe Biz.
Unable to establish a profitable place in the entertainment world, the Company decided to look elsewhere, declaring plans to expand into one of the hottest and most competitive markets around – Voice Over the Internet (VoIP) technology. VoIP enables subscribers to make telephone calls over a broadband Internet connection rather than traditional telephone lines. It was an ambitious goal since other players in the VoIP game – including Time Warner, Vonage, Nortel, Cablevision, Cox and Comcast – were far more established and infinitely better financed.
Still, in November 2004, the Company announced that it would enter the VoIP market by acquiring 50% of an entity called VOXBOX, an aspiring VoIP company that had not yet launched any services. Now Jupiter, which had been unable to compete successfully with established entertainment businesses would be competing with established telecom operators, and relying upon a startup business partner that was not yet operational.
Press releases began to flow from Jupiter once again – but while they now focused on the VoIP initiative, there was little evidence that VOXBOX would capture any meaningful portion of that market. In a February 17, 2005 press release, the Company called attention to developments in the VoIP industry – although it failed to indicate whether VOXBOX had any operations. That did not stop VOXBOX’s CEO Ray Prescott, from declaring that “we are planning for VOXBOX to become a leading provider of VoIP services to consumers and businesses.” He did not indicate how VOXBOX possibly could compete with the giants already ensconced in the field.
A day later, on February 18, 2005, Jupiter announced that it had signed a letter of intent to acquire wireless telecom assets from Global Bancorp, Inc, including wireless communication towers and back up systems that could be configured to cover a city with a population of 1.5 million. Although Jupiter claimed that the assets had a replacement cost of $3.2 million, it did not indicate their actual value, condition, age, how much they would cost, or the terms of the acquisition – other than to say that the Company would pay a combination of cash and stock. Global indicated that Jupiter and VOXBOX would be given the option to acquire additional equipment, including wireless infrastructure having a “replacement cost of up to $20 [million].” Replacement cost, however, does not necessarily represent the actual present value of the assets being acquired.
What is the nature of the relationship between Jupiter, VOXBOX and Global? The February 18th press release did not say where Global was incorporated, where it maintained its offices or whether it operated an ongoing business, but it did identify Ray Prescott as the CEO of both VOXBOX and Global – raising serious questions about the valuation of the assets and arms length nature of this transaction. Are the terms of the acquisition fair? That is difficult to determine since they were not disclosed.
Where does the transaction now stand? A February 23rd press release stated that Jupiter would complete its review of the assets “soon.” The Company has not issued any more recent comments on the transaction.
Jupiter has, however, continued to issue press releases concerning the VoIP business. On February 22nd, the Company announced that it had “entered into discussions” to offer VOXBOX services to “a specialty broadcaster of Asian content” with 250,000 subscribers. VOXBOX CEO, Ray Prescott, projected that this could mean 25,000 new subscribers for VOXBOX, with the potential for ten times that many. No terms of the agreement were disclosed and there is no indication that this potential transaction advanced past the discussion stage.
On February 23rd, the Company announced that VOXBOX services had been launched on a limited basis, in Vancouver and Victoria, British Columbia. Although the services were confined to those two areas, the Company had bigger plans. On March 2, 2005, the Company announced that it was selling dealerships, with plans “to expand to every metropolitan city in North America and become the dominant force in the VoIP communications industry.” It still had not addressed the matter of its more established competition.
Jupiter did not say how much these dealerships would cost, or when VOXBOX would become available in these myriad territories. Nor did the Company explain how it intended to compete with better financed and more advanced VoIP companies, much less become “the dominant force” in the industry. Still, on March 8th, the Company revealed that a single “telecom marketing and development firm” had agreed to buy dealerships in a minimum of ten territories, including Florida, Arizona, Nevada and Texas. The Company did not identify the buyer of those dealerships or provide any terms of the agreement. Although the Company suggested that significant income would flow from the new dealerships, it provided no details of that revenue model.
The mystery surrounding Jupiter’s business partners continued on March 9th with a press release announcing that an unidentified private investor had agreed to provide the Company with up to $1.5 million in debt or equity financing. Jupiter said that the financing, which would become available if the Company achieved certain unspecified milestones, would result in “the issuance of restricted shares” or in “debt…structured as a long-term loan with a reasonable interest rate and reasonable non-toxic convertibility rights.” Unfortunately, the key terms of the financing were not disclosed; the Company did not state how many shares it would issue in consideration for the funds, or the terms of the possible debt conversion. Jupiter said that it already had received the first $100,000 – although it did not specify whether it had issued shares for the fund, or, if so, at what price.
Has the Company begun to generate revenues from the VOXBOX services? None of the press releases address that issue and Jupiter has not yet filed any financial reports reflecting that income. Indeed, the Company’s recent filings focus instead on a completely different acquisition, and a separate line of business. On January 14, 2005, the Company filed a Form 8-K indicating that it had issued 92,307,692 common shares to the sole shareholder of a company called Promostaffing.com LLC. Jupiter said that it was attempting to acquire Promostaffing pursuant to the terms of a January 5, 2005 letter of intent, which was not attached to the Form 8-K. The Company claimed that the shares had been issued as a refundable deposit in exchange for the exclusive right to negotiate for a 60% interest in Promostaffing. The stock would be returned if the transaction was not completed.
Although Jupiter was issuing frequent press releases concerning its efforts to establish a VoIP business, it made no similar announcement concerning the proposed Promostaffing acquisition. The Company has not provided any details concerning Promostaffing’s business or its management.
On January 27th, the Company filed another Form 8-K revealing more information about the terms of the pending transaction. According to this Form 8-K, on January 25, 2005 Jupiter had entered into a definitive agreement to acquire 60% of Promostaffing for $840,000 – represented by the 92,307,692 common shares that had been transferred to Promostaffing’s owner, Cory Sklar. A closing was scheduled for February 28, 2005.
There were, however, additional conditions to the agreement. The Company agreed to provide Promostaffing with $600,000 in convertible debt financing. If Jupiter failed to deliver those funds on the agreed upon schedule, which would begin thirty days after the acquisition closed, Sklar would receive additional shares of Promostaffing, effectively diluting Jupiter’s ownership interest to 49% or less.
Although the Company and Sklar agreed, for purposes of their contract, that the value of Promostaffing was $1.4 million, no financial statements were attached to the acquisition agreement and the closing is contingent upon final valuation. So far, the Company has not provided any basis for that valuation. That may be posing a problem. February 28th came and passed without a closing. On March 4, 2005, the Company filed an amended Form 8-K stating that the closing date had been extended until April 18 because of “an unforeseen delay in completing the final valuation of Promo Staffing.”
What will become of the plan to take control of Promostaffing? Will it go the way of the Livestar name, those live events,, the abandoned acquisition of "The Sequel," and the Company's December 2004 plan to buy 51% of a Las Vegas-based shoe company? Just another uncertainty in the life of a Company that seems to thrive on vague transactions with unidentified individuals.
JPHC Not so great NEWS>>>>>>>Jupiter Global Holdings, Inc. (OTCBB: JPHC) – the Company formerly known as Livestar Entertainment Group - seems to have developed a simple plan. If at first you don’t succeed, diversify. Since the beginning of 2005, Jupiter has changed its name (from Livestar), its stock symbol, and its business, or at least its business plan. But has anything actually changed?
Until recently, Jupiter had been pinning its hopes on the entertainment industry – with little evident success. The Company’s attempt to acquire a Toronto-based nightclub called “The Sequel” failed, and its subsequent efforts to develop other nightclubs and other venues have yet to yield profits. Other attempts to carve a niche in the entertainment business have yet to prove financially fruitful. Despite a series of press releases declaring its successful participation in a series of live events, as of September 30, 2004 the financial picture was bleak. The Company had no cash and, despite modest revenues, had suffered losses of almost $2 million in the first nine months of 2004. See, Update: Livestar Entertainment Group, Inc. - That's Shoe Biz.
Unable to establish a profitable place in the entertainment world, the Company decided to look elsewhere, declaring plans to expand into one of the hottest and most competitive markets around – Voice Over the Internet (VoIP) technology. VoIP enables subscribers to make telephone calls over a broadband Internet connection rather than traditional telephone lines. It was an ambitious goal since other players in the VoIP game – including Time Warner, Vonage, Nortel, Cablevision, Cox and Comcast – were far more established and infinitely better financed.
Still, in November 2004, the Company announced that it would enter the VoIP market by acquiring 50% of an entity called VOXBOX, an aspiring VoIP company that had not yet launched any services. Now Jupiter, which had been unable to compete successfully with established entertainment businesses would be competing with established telecom operators, and relying upon a startup business partner that was not yet operational.
Press releases began to flow from Jupiter once again – but while they now focused on the VoIP initiative, there was little evidence that VOXBOX would capture any meaningful portion of that market. In a February 17, 2005 press release, the Company called attention to developments in the VoIP industry – although it failed to indicate whether VOXBOX had any operations. That did not stop VOXBOX’s CEO Ray Prescott, from declaring that “we are planning for VOXBOX to become a leading provider of VoIP services to consumers and businesses.” He did not indicate how VOXBOX possibly could compete with the giants already ensconced in the field.
A day later, on February 18, 2005, Jupiter announced that it had signed a letter of intent to acquire wireless telecom assets from Global Bancorp, Inc, including wireless communication towers and back up systems that could be configured to cover a city with a population of 1.5 million. Although Jupiter claimed that the assets had a replacement cost of $3.2 million, it did not indicate their actual value, condition, age, how much they would cost, or the terms of the acquisition – other than to say that the Company would pay a combination of cash and stock. Global indicated that Jupiter and VOXBOX would be given the option to acquire additional equipment, including wireless infrastructure having a “replacement cost of up to $20 [million].” Replacement cost, however, does not necessarily represent the actual present value of the assets being acquired.
What is the nature of the relationship between Jupiter, VOXBOX and Global? The February 18th press release did not say where Global was incorporated, where it maintained its offices or whether it operated an ongoing business, but it did identify Ray Prescott as the CEO of both VOXBOX and Global – raising serious questions about the valuation of the assets and arms length nature of this transaction. Are the terms of the acquisition fair? That is difficult to determine since they were not disclosed.
Where does the transaction now stand? A February 23rd press release stated that Jupiter would complete its review of the assets “soon.” The Company has not issued any more recent comments on the transaction.
Jupiter has, however, continued to issue press releases concerning the VoIP business. On February 22nd, the Company announced that it had “entered into discussions” to offer VOXBOX services to “a specialty broadcaster of Asian content” with 250,000 subscribers. VOXBOX CEO, Ray Prescott, projected that this could mean 25,000 new subscribers for VOXBOX, with the potential for ten times that many. No terms of the agreement were disclosed and there is no indication that this potential transaction advanced past the discussion stage.
On February 23rd, the Company announced that VOXBOX services had been launched on a limited basis, in Vancouver and Victoria, British Columbia. Although the services were confined to those two areas, the Company had bigger plans. On March 2, 2005, the Company announced that it was selling dealerships, with plans “to expand to every metropolitan city in North America and become the dominant force in the VoIP communications industry.” It still had not addressed the matter of its more established competition.
Jupiter did not say how much these dealerships would cost, or when VOXBOX would become available in these myriad territories. Nor did the Company explain how it intended to compete with better financed and more advanced VoIP companies, much less become “the dominant force” in the industry. Still, on March 8th, the Company revealed that a single “telecom marketing and development firm” had agreed to buy dealerships in a minimum of ten territories, including Florida, Arizona, Nevada and Texas. The Company did not identify the buyer of those dealerships or provide any terms of the agreement. Although the Company suggested that significant income would flow from the new dealerships, it provided no details of that revenue model.
The mystery surrounding Jupiter’s business partners continued on March 9th with a press release announcing that an unidentified private investor had agreed to provide the Company with up to $1.5 million in debt or equity financing. Jupiter said that the financing, which would become available if the Company achieved certain unspecified milestones, would result in “the issuance of restricted shares” or in “debt…structured as a long-term loan with a reasonable interest rate and reasonable non-toxic convertibility rights.” Unfortunately, the key terms of the financing were not disclosed; the Company did not state how many shares it would issue in consideration for the funds, or the terms of the possible debt conversion. Jupiter said that it already had received the first $100,000 – although it did not specify whether it had issued shares for the fund, or, if so, at what price.
Has the Company begun to generate revenues from the VOXBOX services? None of the press releases address that issue and Jupiter has not yet filed any financial reports reflecting that income. Indeed, the Company’s recent filings focus instead on a completely different acquisition, and a separate line of business. On January 14, 2005, the Company filed a Form 8-K indicating that it had issued 92,307,692 common shares to the sole shareholder of a company called Promostaffing.com LLC. Jupiter said that it was attempting to acquire Promostaffing pursuant to the terms of a January 5, 2005 letter of intent, which was not attached to the Form 8-K. The Company claimed that the shares had been issued as a refundable deposit in exchange for the exclusive right to negotiate for a 60% interest in Promostaffing. The stock would be returned if the transaction was not completed.
Although Jupiter was issuing frequent press releases concerning its efforts to establish a VoIP business, it made no similar announcement concerning the proposed Promostaffing acquisition. The Company has not provided any details concerning Promostaffing’s business or its management.
On January 27th, the Company filed another Form 8-K revealing more information about the terms of the pending transaction. According to this Form 8-K, on January 25, 2005 Jupiter had entered into a definitive agreement to acquire 60% of Promostaffing for $840,000 – represented by the 92,307,692 common shares that had been transferred to Promostaffing’s owner, Cory Sklar. A closing was scheduled for February 28, 2005.
There were, however, additional conditions to the agreement. The Company agreed to provide Promostaffing with $600,000 in convertible debt financing. If Jupiter failed to deliver those funds on the agreed upon schedule, which would begin thirty days after the acquisition closed, Sklar would receive additional shares of Promostaffing, effectively diluting Jupiter’s ownership interest to 49% or less.
Although the Company and Sklar agreed, for purposes of their contract, that the value of Promostaffing was $1.4 million, no financial statements were attached to the acquisition agreement and the closing is contingent upon final valuation. So far, the Company has not provided any basis for that valuation. That may be posing a problem. February 28th came and passed without a closing. On March 4, 2005, the Company filed an amended Form 8-K stating that the closing date had been extended until April 18 because of “an unforeseen delay in completing the final valuation of Promo Staffing.”
What will become of the plan to take control of Promostaffing? Will it go the way of the Livestar name, those live events,, the abandoned acquisition of "The Sequel," and the Company's December 2004 plan to buy 51% of a Las Vegas-based shoe company? Just another uncertainty in the life of a Company that seems to thrive on vague transactions with unidentified individuals.
JPHC Not so Great NEWS>>>>>>>Jupiter Global Holdings, Inc. (OTCBB: JPHC) – the Company formerly known as Livestar Entertainment Group - seems to have developed a simple plan. If at first you don’t succeed, diversify. Since the beginning of 2005, Jupiter has changed its name (from Livestar), its stock symbol, and its business, or at least its business plan. But has anything actually changed?
Until recently, Jupiter had been pinning its hopes on the entertainment industry – with little evident success. The Company’s attempt to acquire a Toronto-based nightclub called “The Sequel” failed, and its subsequent efforts to develop other nightclubs and other venues have yet to yield profits. Other attempts to carve a niche in the entertainment business have yet to prove financially fruitful. Despite a series of press releases declaring its successful participation in a series of live events, as of September 30, 2004 the financial picture was bleak. The Company had no cash and, despite modest revenues, had suffered losses of almost $2 million in the first nine months of 2004. See, Update: Livestar Entertainment Group, Inc. - That's Shoe Biz.
Unable to establish a profitable place in the entertainment world, the Company decided to look elsewhere, declaring plans to expand into one of the hottest and most competitive markets around – Voice Over the Internet (VoIP) technology. VoIP enables subscribers to make telephone calls over a broadband Internet connection rather than traditional telephone lines. It was an ambitious goal since other players in the VoIP game – including Time Warner, Vonage, Nortel, Cablevision, Cox and Comcast – were far more established and infinitely better financed.
Still, in November 2004, the Company announced that it would enter the VoIP market by acquiring 50% of an entity called VOXBOX, an aspiring VoIP company that had not yet launched any services. Now Jupiter, which had been unable to compete successfully with established entertainment businesses would be competing with established telecom operators, and relying upon a startup business partner that was not yet operational.
Press releases began to flow from Jupiter once again – but while they now focused on the VoIP initiative, there was little evidence that VOXBOX would capture any meaningful portion of that market. In a February 17, 2005 press release, the Company called attention to developments in the VoIP industry – although it failed to indicate whether VOXBOX had any operations. That did not stop VOXBOX’s CEO Ray Prescott, from declaring that “we are planning for VOXBOX to become a leading provider of VoIP services to consumers and businesses.” He did not indicate how VOXBOX possibly could compete with the giants already ensconced in the field.
A day later, on February 18, 2005, Jupiter announced that it had signed a letter of intent to acquire wireless telecom assets from Global Bancorp, Inc, including wireless communication towers and back up systems that could be configured to cover a city with a population of 1.5 million. Although Jupiter claimed that the assets had a replacement cost of $3.2 million, it did not indicate their actual value, condition, age, how much they would cost, or the terms of the acquisition – other than to say that the Company would pay a combination of cash and stock. Global indicated that Jupiter and VOXBOX would be given the option to acquire additional equipment, including wireless infrastructure having a “replacement cost of up to $20 [million].” Replacement cost, however, does not necessarily represent the actual present value of the assets being acquired.
What is the nature of the relationship between Jupiter, VOXBOX and Global? The February 18th press release did not say where Global was incorporated, where it maintained its offices or whether it operated an ongoing business, but it did identify Ray Prescott as the CEO of both VOXBOX and Global – raising serious questions about the valuation of the assets and arms length nature of this transaction. Are the terms of the acquisition fair? That is difficult to determine since they were not disclosed.
Where does the transaction now stand? A February 23rd press release stated that Jupiter would complete its review of the assets “soon.” The Company has not issued any more recent comments on the transaction.
Jupiter has, however, continued to issue press releases concerning the VoIP business. On February 22nd, the Company announced that it had “entered into discussions” to offer VOXBOX services to “a specialty broadcaster of Asian content” with 250,000 subscribers. VOXBOX CEO, Ray Prescott, projected that this could mean 25,000 new subscribers for VOXBOX, with the potential for ten times that many. No terms of the agreement were disclosed and there is no indication that this potential transaction advanced past the discussion stage.
On February 23rd, the Company announced that VOXBOX services had been launched on a limited basis, in Vancouver and Victoria, British Columbia. Although the services were confined to those two areas, the Company had bigger plans. On March 2, 2005, the Company announced that it was selling dealerships, with plans “to expand to every metropolitan city in North America and become the dominant force in the VoIP communications industry.” It still had not addressed the matter of its more established competition.
Jupiter did not say how much these dealerships would cost, or when VOXBOX would become available in these myriad territories. Nor did the Company explain how it intended to compete with better financed and more advanced VoIP companies, much less become “the dominant force” in the industry. Still, on March 8th, the Company revealed that a single “telecom marketing and development firm” had agreed to buy dealerships in a minimum of ten territories, including Florida, Arizona, Nevada and Texas. The Company did not identify the buyer of those dealerships or provide any terms of the agreement. Although the Company suggested that significant income would flow from the new dealerships, it provided no details of that revenue model.
The mystery surrounding Jupiter’s business partners continued on March 9th with a press release announcing that an unidentified private investor had agreed to provide the Company with up to $1.5 million in debt or equity financing. Jupiter said that the financing, which would become available if the Company achieved certain unspecified milestones, would result in “the issuance of restricted shares” or in “debt…structured as a long-term loan with a reasonable interest rate and reasonable non-toxic convertibility rights.” Unfortunately, the key terms of the financing were not disclosed; the Company did not state how many shares it would issue in consideration for the funds, or the terms of the possible debt conversion. Jupiter said that it already had received the first $100,000 – although it did not specify whether it had issued shares for the fund, or, if so, at what price.
Has the Company begun to generate revenues from the VOXBOX services? None of the press releases address that issue and Jupiter has not yet filed any financial reports reflecting that income. Indeed, the Company’s recent filings focus instead on a completely different acquisition, and a separate line of business. On January 14, 2005, the Company filed a Form 8-K indicating that it had issued 92,307,692 common shares to the sole shareholder of a company called Promostaffing.com LLC. Jupiter said that it was attempting to acquire Promostaffing pursuant to the terms of a January 5, 2005 letter of intent, which was not attached to the Form 8-K. The Company claimed that the shares had been issued as a refundable deposit in exchange for the exclusive right to negotiate for a 60% interest in Promostaffing. The stock would be returned if the transaction was not completed.
Although Jupiter was issuing frequent press releases concerning its efforts to establish a VoIP business, it made no similar announcement concerning the proposed Promostaffing acquisition. The Company has not provided any details concerning Promostaffing’s business or its management.
On January 27th, the Company filed another Form 8-K revealing more information about the terms of the pending transaction. According to this Form 8-K, on January 25, 2005 Jupiter had entered into a definitive agreement to acquire 60% of Promostaffing for $840,000 – represented by the 92,307,692 common shares that had been transferred to Promostaffing’s owner, Cory Sklar. A closing was scheduled for February 28, 2005.
There were, however, additional conditions to the agreement. The Company agreed to provide Promostaffing with $600,000 in convertible debt financing. If Jupiter failed to deliver those funds on the agreed upon schedule, which would begin thirty days after the acquisition closed, Sklar would receive additional shares of Promostaffing, effectively diluting Jupiter’s ownership interest to 49% or less.
Although the Company and Sklar agreed, for purposes of their contract, that the value of Promostaffing was $1.4 million, no financial statements were attached to the acquisition agreement and the closing is contingent upon final valuation. So far, the Company has not provided any basis for that valuation. That may be posing a problem. February 28th came and passed without a closing. On March 4, 2005, the Company filed an amended Form 8-K stating that the closing date had been extended until April 18 because of “an unforeseen delay in completing the final valuation of Promo Staffing.”
What will become of the plan to take control of Promostaffing? Will it go the way of the Livestar name, those live events,, the abandoned acquisition of "The Sequel," and the Company's December 2004 plan to buy 51% of a Las Vegas-based shoe company? Just another uncertainty in the life of a Company that seems to thrive on vague transactions with unidentified individuals.
That's why I got in, just rang the bell in my head..hello !!!! Thanks "Tos" for responding.
Think thats why I'm here as well. They don't offer much in the way of PR's though,PR's of any nature.
ToshacH, I've been in this one for a short period of time. Do you have any thoughts on them?
Starting to see some movement with RMMI, up 50% today. Wonder if news is in the pipeline.
ELN NEWS
(COMTEX) B: StockPickReport: Stock Commentary for Elan, Yahoo, EMC, and Al
ied Waste from StockPickReport ( PRIMEZONE )
B: StockPickReport: Stock Commentary for Elan, Yahoo, EMC, and Allied Waste from
StockPickReport ( PRIMEZONE )
SHREVEPORT, La., Mar 14, 2005 (PRIMEZONE via COMTEX) -- StockPickReport.Com
(IARD #119079, http://www.stockpickreport.com - the web's only non-mainstream
stock rating service), rates Elan Corp Plc, Yahoo!, EMC Corporation, Allied
Waste Industries Inc.
STOCKPICKREPORT RATINGS:
Elan Corp Plc (NYSE:ELN) -- STRONG BUY
http://www.stockpickreport.com/abrating.php?sym=ELN
Yahoo! (Nasdaq:YHOO) -- SELL
http://www.stockpickreport.com/abrating.php?sym=YHOO
EMC Corporation (NYSE:EMC) -- SELL
http://www.stockpickreport.com/abrating.php?sym=EMC
Allied Waste Industries Inc. (NYSE:AW) -- WEAK SELL
http://www.stockpickreport.com/abrating.php?sym=AW
Annie,
Thanks for the follow-up. I've been following your board and appreciate all that your group does.