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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 21, 2007
GLOBETEL COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-23532 88-0292161
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
101 NE 3rd Ave, Suite 1500, Fort Lauderdale, FL 33301
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 954-241-0590
Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d- 2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e- 4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Change in Registrant's Certifying Accountant
McKean Paul Chrycy Fletcher & Co. has declined to accept the engagement as
GlobeTel's certifying public accountants. McKean Paul Chrycy Fletcher & Co. had
been appointed on January 4, 2007. McKean Paul Chrycy Fletcher & Co. performed
no services for the Company and did not have any disputes with the Company.
A copy of the forgoing disclosures was provided to McKean Paul Chrycy Fletcher &
Co. prior to the date of the filing of this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GlobeTel Communications Corp.
Dated: March 28, 2007 By: /s/ Peter Khoury
--------------------------
Peter Khoury
Chief Executive Office
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8-K
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 14, 2007
GLOBETEL COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-23532 88-0292161
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
101 NE 3rd Ave., Suite 1500, Ft. Lauderdale, FL 33301
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 954-332-3759
9050 Pines Blvd, Suite 255, Pembroke Pines, FL 33024
Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d- 2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e- 4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 14, 2007 GlobeTel Communications Corp. and VPN de Mexico SA de CV
entered into an Agreement to Form a Joint Venture that calls for the creation of
a joint venture company to be owned 51% by VPN and 49% by GlobeTel. The purpose
of the joint venture is to install and operate wireless broadband networks
utilizing GlobeTel's HotZone 4010 wireless base station. The parties had
originally entered into a Test Network Installation Agreement in June 2006,
pursuant to which GlobeTel installed a network in the Mexican city of Pachuca.
Following the acceptance of that network by VPN the parties negotiated and
entered into the Joint Venture Agreement.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601
of Regulation S-K.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Globetel Communications Corp.
Dated: March 7, 2007 By: /s/ Peter Khoury
Peter Khoury, Chief Executive Officer
EXHIBIT INDEX
Number Description
10.1 Agreement To Enter Joint Venture between GlobeTel Communications
Corp. and VPN de Mexico SA de CV
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 18 of 18
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treatment
AGREEMENT TO FORM JOINT VENTURE COMPANY
This JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into as of
this 26th day of January 2007 by and between GLOBETEL COMMUNICATIONS CORP., a
Delaware corporation, with offices located at 9050 Pines Blvd., Suite 255,
Pembroke Pines, Florida, United States of America ("GlobeTel"), and VPN DE
MEXICO SA de CV, a company organized and existing under the laws of Mexico
("VPN") with offices located at Av. Reforma No. 2608 Col. Lomas Altas, C.P.
11950 Mexico D.F. (GlobeTel and VPN collective referred to as "the Parties" and
individually as a "Party").
RECITALS:
A. GlobeTel is in the business of providing wireless broadband networks
providing standards based connectivity and has rights to certain intellectual
property in such regard.
B. VPN has capital to provide for the construction of wireless networks
utilizing GlobeTel products and intellectual property, certain licenses
necessary for the provision of telecommunications services in Mexico, and
knowledge of the Mexican telecommunication's market.
C. The parties wish to enter into this Agreement to realize their mutual goals
and objectives. NOW, THEREFORE, in consideration of the mutual promises
contained herein, the parties agree as follows:
1. DEFINITIONS.
Capitalized terms used in this Agreement are defined throughout the Agreement.
Terms not defined herein shall be given their plain English meaning; provided,
however, that those terms, acronyms and phrases known in the computer software
industry which are not defined shall be interpreted in accordance with their
generally accepted industry meaning. Headings used in this Agreement are for
ease of reference only and shall not be used to interpret any aspect of this
Agreement.
2. THE PROJECT.
2.1 INITIAL NETWORK DEPLOYMENT. On June 7, 2006 the Parties entered into an
Initial Network Installation Agreement (the "Initial Agreement") for the
construction of a test Wireless Broadband Network, utilizing GlobeTel's HotZone
technology (the Initial Network) consisting of a wireless telecommunications
platform that combines the protocols of WiFi, WiMax and DECT (Voice) into a
single operation, based on the initial characteristics and on the Road Map
delivered by GlobeTel on January 25, 2007. The platform will provide both
Broadband Internet Services and DECT voice service. Such platform will also
allow the interface between the billing, network monitoring and customer service
interface for the control and operation of a Metropolian RF (Radio Frequency)
wireless network, being expressly understood by the Parties that the mentioned
platform, billing, network monitoring and customer service interface may be
substituted by a better, newer, broader and/or larger one, upon resolution of
the Company's Board of Directors. The Parties hereby agree that all obligations
of each of them under the Initial Agreement have been fully performed and
satisfied.
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 1 of 18
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2.2 ADDITIONAL NETWORK DEPLOYMENT. The Joint Venture entity itself, or any other
Qualifying Entity (the "Company") (Company shall mean any entity approved by the
Parties in accordance with regulatory and financial needs) thereof, shall
construct additional Wireless Broadband Networks similar to the Initial Network
in Mexico (the "Project Networks") pursuant to the business plan developed by
the Parties and attached hereto as Schedule 2.2 (the "Initial Plan"). Such
network shall support the same services as the Initial Network. In Addition, the
Parties expressly agree that the Project Networks viability and development will
be determined at the discretion of the Board of Directors and/or the
Shareholders as provided for herein;
2.3 FUNDING. The Parties shall provide to the Company the working capital
necessary for the construction of the Project Networks and any other funds
required for the operation of the business of such Project Networks
proportionally to the Parties ownership in the Company in terms of Clause 3.1
below as agreed herein. The amount of such funding shall be set forth in the
Initial Plan, the initial draft of which is attached hereto as Schedule 2.2 The
Parties agree to cooperate in good faith and as quickly as practicable to agree
upon a definitive business plan, and until that plan is finished the Initial
Plan shall control.
A. In recognition of the development costs incurred by GlobeTel, GlobeTel
shallsell the latest version of the HotZone technology and supporting equipment
to the Company at cost plus [***] percent ([***]%). The foregoing on the
understanding that such [***] percent ([***]%) shall be paid by the Company
exclusively during the first [***] ([***]) months following the date of
incorporation of the Company. For purposes hereof, cost shall mean: the cost
shown in the invoice issued by the vendor of the equipment plus any taxes and/or
expenses, directly related to the purchase of the equipment minus any credits
and/or discounts granted by the vendor, directly related to the purchase of the
equipment.
B. Any and all proposals for capital contributions of the parties must be
approved by at least 80% (eighty percent) of the shareholders' of the Company,
in a Shareholders' Meeting duly held and in accordance with Section 4.2, f),
(ix) of this Agreement.
2.4 GOVERNMENTAL APPROVALS. The Company will require certain licenses or Mexican
Government Approvals to operate and provide the services contemplated by this
Agreement and by the Initial Plan.
A. Licenses: VPN currently holds the following licenses or Mexican Government
Approvals required by the Company:
1. Local;
2. Long Distance;
3. International Port; and,
4. Added Value Services.
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 2 of 18
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B. VPN shall use its best to secure and maintain all relevant Mexican
Governmental Approvals needed from time to time in connection with the
deployment, operation, ownership and maintenance of the Project Networks and in
connection with the delivery of the Project Networks' services to subscribers,
on the understanding that VPN will not be obligated to obtain any further
Mexican Governmental Approvals in addition to those it currently holds. In order
for the Company to operate and provide the services described herein VPN shall
appoint the Company as its exclusive agent for the rendering of such specific
services, in terms of that such Agency Agreement and its amendments, if any, in
the form of Annex 1 hereto, related to the licenses set forth in 2.4 A above and
to the Project Networks. Such Agency Agreement and its amendments, if any, shall
be in effect until such time that the Company obtains its own licenses, provided
that in the event that the Company obtains its own licenses, VPN will not
render, by itself nor through any third party, services using DECT or HotZone
technology, as defined in Clause 2.1 above. VPN agrees to make its best to
maintain such licenses so that they are current and valid for use by the
Company. VPN agrees and will make its best for the licenses described in
paragraph A 1, 2 and 3 above be available to assure the continuation of
operations and rendering of the services of the Company without interruption
until the Company owns its licenses.
C. For purposes hereof, "Mexican Governmental Approval" means any authorization,
consent, approval, license, concession, ruling, permit, certification, exemption
or registration by or with any Mexican Governmental Authority, and "Mexican
Governmental Authority" means any Mexican executive, judicial, legislative,
administrative or other federal, national, state, municipal or local
governmental authority, ministry, department, agency, office, organization or
authority.
2.5 LICENSES FOR THE USE OF RADIO-FREQUENCIES. All licenses for the
commercial use of radio-frequencies required for the operation of the Projects
Networks are granted by the Mexican Ministry of Communications and
Transportation only through public bidding processes. The Parties acknowledge
that at the time of executing this Agreement VPN does not own any rights or
licenses for the use of the radio-frequencies that may be required for the
operation of certain services to be provided by the Company. Therefore, the
Company will participate in any bidding process for the acquisition of the
required radiofrequencies. In the event that the Company does not meet the
governmental requirements, then VPN may, at its own discretion, participate in
bidding processes called by the Mexican Ministry of Communications and
Transportation, in order to obtain the necessary licenses for the use of
radio-frequencies by the Project Networks. All costs and expenses associated
with the Company is participation in the so called bidding processes, including
the actual bidding price for frequencies, will be paid by the Company. All costs
and expenses associated with VPN is participation in the so called bidding
processes, including the actual bidding price for frequencies, will be paid by
VPN. Due to the fact that, as mentioned above, the licenses for the commercial
use of radio-frequencies are granted only through public bidding processes, the
Parties expressly agree and recognize that VPN will not be liable or hold
responsible in the event VPN is not awarded with the licenses for the commercial
use of radio-frequencies required for the operation of the Project Networks.
Finally, the Parties expressly agree that in the event VPN is awarded with any
such licenses for the commercial use of radio-frequencies required for the
operation of the Project Networks, such licenses shall be of the exclusive
property of VPN, but VPN shall grant the Company the exclusive right to use such
licenses and shall keep such licenses current and valid for use, for as long as
the Project Networks remain in operation or until such time that the Company
obtains its own such licenses.
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 3 of 18
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Notwithstanding the forgoing the Company may obtain the licenses required by the
Project Networks or its use by any other legal means.
2.6 The Company shall be the exclusive agent of VPN for the provision of the
services of the Project Networks and/or of other networks as approved by the
Company's Board of Directors, in terms of the Agency Agreement attached hereto
as Annex 1, or any such other agency agreement approved by the Board of
Directors.
2.7 The Company will utilize the Project Networks or any other network equipped
and/or owned by the Company or any other network approved in writing by the
Board of Directors or the Management of the Company to render the services.
Notwithstanding the above, the Company will seek to use the other networks and
facilities of the Parties to the extent that the Board of Directors or
Management of the Company determines that the use of such networks or facilities
is in the best interest of the Company.
2.8 GlobeTel may deploy networks in other parts of the world, and this Agreement
only applies to the deployment of the networks in Mexico. Nothing herein shall
be construed as giving VPN rights to deploy any products similar in a degree of
confusion or equal to those of GlobeTel or its affiliates, for rendering exactly
the same services as provided herein, without the cooperation of GlobeTel.
Nothing herein shall be construed as giving GlobeTel rights to deploy in Mexico
any products of GlobeTel or its affiliates (including, but not limited to,
HotZone technology), except as provided herein, without the cooperation of VPN,
unless the business, commercial, corporate or any other kind of relationship
between GlobeTel and VPN has definitively and irrevocably come to its end, or in
the event that VPN expresses in writing not to have interest in such product, in
which case GlobeTel will be entitled to deploy it by itself and/or with any
third party. GlobeTel or VPN may not deploy any wireless network in Mexico
providing DECT connectivity other than the Project Networks. The parties also
expressly agree that the deployment of the Project Networks will be carried out
exclusively using VPN's VOIP infrastructure, or any such other infrastructure as
the Board of Directors may decide in a duly Board of Directors' Meeting.
3. JOINT VENTURE ARRANGEMENTS.
3.1 JOINT VENTURE COMPANY. The parties expect to structure the Company as
follows: Both Parties shall establish the Company that fulfills with regulatory,
tax and financial needs. The Company will be incorporated in accordance with
Mexican Laws, under the form of a "Sociedad Anonima de Capital Variable". Upon
initial funding being made under Section 2.3 as set forth in the initial
business plan (Schedule 2.2) (the "Funding Date"), each party shall receive the
share certificates evidencing each party's ownership in the Company. In the case
of VPN such ownership shall be 51% of the equity of the Company and in the case
of GlobeTel such ownership shall be 49% of the equity of the Company.
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 4 of 18
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3.2 GlobeTel and VPN shall jointly nominate (and may remove and replace) the
general director of the Company from time to time.
3.3 EMPLOYEES. Company will have its own administrative and operative structure
in accordance with the Business Plan. The general director will be the
responsible to execute the Business Plan and will report directly to the Board
of Directors.
3.4 FINANCIAL STATEMENTS. The parties shall agree on the appointment of an
internationally recognized firm of accountants (the "Independent Accountant"),
which shall audit the results of operations of Company.
The Company shall maintain books and records in its normal course of business
and according to Generally Accepted Accounting Principles.
3.5 PROFIT SHARING; DISTRIBUTIONS. The Company shall make distributions out of
cash funds in excess of the foreseeable needs of the Company ("Distributable
Cash") in such amounts as the shareholders meeting of the Company shall
determine. All such distributions of Distributable Cash shall be shared between
GlobeTel and VPN as per their proportionate ownership. Such profits may be
distributed on the basis and upon the preparation of the accounts of the Company
reviewed by the Independent Accountant.
3.7 LEGAL COSTS AND EXPENSES. All legal fees, costs and expenses derived
from the execution of this Agreement, including without limitation, the
obtaining of all necessary Mexican Governmental Approvals by the Company, and
derived from any and all third party claims, liabilities, damages, suits,
judgments, costs, and expenses (including, reasonable attorney's fees), incurred
as a result of (a) the actions of each party relating to this Agreement and the
performance of the Project Networks and the duties set forth herein; (b) the
breach of any of the provisions hereof by the respective parties; (c) any claims
by third parties or government agencies arising out of or in connection with any
breach or allegation by any third party or any breach of the provisions hereof
by the respective parties; (d) any claims by third parties based upon any
representations or warranties arising out of or in connection with the
respective products or services, representations, or artwork of the parties, or
upon alleged patent, trademark or copyright infringement or unfair competition
in connection with the respective products or services or representations of the
parties, by reason of this Agreement; (e) acts or omissions of any firm employed
by the respective parties to perform any portion of the Project, duties or
obligations contained herein; and (f) product liability or other personal injury
claims which may be asserted against the respective goods or services, shall be
exclusively borne by the Company. This Section 3.7 shall survive the termination
of this Agreement.
3.8 DOCUMENTATION AND/OR INFORMATION. The Parties will, and will cause
each of its corresponding subsidiaries and/or affiliates, to furnish the other
Party upon such Party's written request, with all the necessary and reasonable
documentation and/or information related directly to the services and equipment
associated with the Project and with the Project Networks, as such other Party
deems necessary, to verify, including but not limited to, its financial,
commercial and corporate condition. The requested Party shall deliver to the
requesting Party the documentation and/or information so requested within the
next ten (10) calendar days following the other Party's written request.
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 5 of 18
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4. CORPORATE GOVERNANCE.
4.1 GENERAL.
(a) The Company and the business of the Company shall be managed in accordance
with applicable law, such entity's constitutive documents, this Agreement and
any other document executed by the Parties in connection with the Project and/or
the Project Networks.
(b) In the event that at any time, for any legal and/or regulatory requirement,
any Governmental Authority requests to modify (i) any agreement provided herein,
(ii) the constitutive documents or (iii) any other document related to the
Project or the Project Networks, then the Parties hereby will take all the
necessary actions for the Company to be managed in accordance with the
provisions of this Agreement, the constitutive documents and any other related
document, and the Parties will execute any documents required to achieve such
purposes.
4.2 THE BOARD. Promptly after the Funding Date, each of GlobeTel and VPN shall
use all reasonable endeavours (so far as possible under applicable law) to
cause:
(a) the board of directors of the Company to consist of five directors, two of
whom shall be designated or nominated by GlobeTel (the "GlobeTel Directors") and
three of whom shall be designated or nominated by VPN (the "VPN Directors");
(b) the GlobeTel Directors and the VPN Directors to be removed and/or replaced
from the board only pursuant to the instructions of GlobeTel and VPN,
respectively;
(c) in the event of a GlobeTel Director or VPN Director resigning or being
removed pursuant to the preceding sub-clause (b), the vacancy to be filled only
by a person nominated by GlobeTel or VPN, respectively;
(d) the board will be required to meet at least once every three months; the
parties agree that attendance at such meetings by means of a telephone or video
link that allows persons so attending to hear, and be heard by, those physically
present shall constitute valid attendance as long as the agreements taken in
such meeting are later confirmed by signing the minute of such meeting;
(e) the board to approve all decisions or resolutions and grant consents only at
a duly constituted meeting (for which the requisite quorum shall be four out of
five directors) and by a vote passed with a majority of at least three out of
five of the members of the board;
The foregoing on the understanding that none of the following matters to be
pursued by the Company without the prior approval of al least four of the five
members of the Board of Directors:
i. all expenses above US$10,000.00 (Ten Thousand Dollars) and not included in
the Initial Plan;
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
Page 6 of 18
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ii. the early termination of this Agreement, due to, among others, the failure
of the Company to obtain the licenses for the commercial use of
radio-frequencies, and the Company is not able to operate the Project Networks,
the Project's non viability, etc,;
iii. the infrastructure to be used in the deployment of Project Networks in
substitution of VPN's VOIP infrastructure;
iv. approval of the business plan;
v. granting of any guaranty, outside the ordinary course of business;
vi. selling or acquisition of any software related to the services provided by
the Company;
vii. any decision related to the technology used by the Company and related to
services that the Company provides;
viii. incur any debt not contemplated in the approved Business Plan.
ix. appointment and/or removal of the Chief Executive Officer, the General
Director or Managing Director.
x. sell or purchase assets of the Company not contemplated in the approved
Business Plan;
xi. entering into a business activity outside the normal scope of the Company's
current business; and,
xii. change vendors of services, products, infrastructure or technology, related
to the services provided by the Company.
(f) none of the following matters to be pursued by the Company without the prior
approval of 80% of the shareholders:
(i.) any amendment to the charter, articles or other constitutive documents of
the Company;
(ii.) any merger, consolidation, recapitalization, reorganization, spin-off, or
other business combination involving the Company;
(iii.) the acquisition of the assets or stock of any other business or company,
or entering into any partnership, joint venture, syndicate, pool, profit-sharing
or royalty agreement or other combination, whereby its income or profits are, or
might be shared with any other Person ("Person" means and includes any
individual, partnership, joint venture, corporation, sociedad anonima, sociedad
anonima de capital variable, sociedad mercantil, trust, limited liability
company, joint stock company, unincorporated organization, government entity or
any political subdivision or agency thereof, or any other entity), or into any
management contract or similar arrangement whereby its business or operations
are managed by another Person, or enter into any management contract or similar
arrangement, other than explicitly provided for in the Initial Plan;
(iv) any voluntary liquidation, administration, bankruptcy, suspension of
payments, composition, arrangement or general assignment for the benefit of
creditors or any other similar matter involving the Company;
(v) the declaration or payment of any dividend or other distribution by the
Company;
(vi) any increase, decrease or other modification of the equity capital or the
authorization, issuance, repurchase or redemption of any equity securities or
securities convertible into or exchangeable for such securities by the Company;
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
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(vii) any grant or waiver of pre-emptive rights with respect to any equity
security of the Company or securities exchangeable or convertible into such
shares or securities;
(viii) the establishment or incorporation of any entity in which more than 20%
of the equity interest is owned directly or indirectly by the Company;
(ix) capital contributions of the Parties;
(x) the use by any of the Parties of any Intellectual Property (as such term is
defined herein below) developed in connection with the Project Networks;
(x) any material change in the nature of the business operations of the Company;
and,
(xi) the early dissolution and liquidation of the Company.
(g) in connection with any matter which, under the laws of Mexico, is required
to be approved by the equity interest holders of the Company, any duly convened
meeting of such holders (for which the requisite quorum shall be holders holding
in aggregate all voting interests) the approval of all decisions or resolutions
and the grant of all consents only by the unanimous vote of (or after receiving
the unanimous approval of) all the holders of all such equity interests.
5. PROJECT MANAGEMENT.
5.1 Bank Accounts. The Company shall maintain one or more bank accounts as
approved from time to time by the Board of Directors , in which shall be
deposited the Company's capital contributions and other cash receipts and from
which Company's expenses shall be paid.
5.2 Books and Records. The Company's books of account and all securities,
papers, minute books, etc., shall be kept at the offices of the Company or at
such other place or places as shall be approved in advance by its board of
directors (or equivalent governing body) or as established by applicable law.
6. TRANSFER RESTRICTIONS.
6.1 TRANSFERS. The provisions of this Section 6 apply in relation to any
Transfer, or proposed Transfer, of Shares in the Company (whether ordinary
shares or preferred shares, the "Shares") or any interest in those Shares. For
purposes hereof:
(a) "Change of Control" means, with respect to any party or any Controlling
Person of such party, (i) the sale or other disposition of a Controlling
Interest in such party or Controlling Person, in one or a series of related
transactions, to any person or persons (other than a Controlling Person of such
party or any Subsidiary of such Controlling Person), (ii) the merger or
consolidation of such party or Controlling Person with or into another person or
the merger of another person into such party or Controlling Person with the
effect that any person or persons other than the existing equity holders of such
party or Controlling Person prior to such transaction own or control a
Controlling Interest in the person surviving such merger, or the person
resulting from such consolidation or (iii) the liquidation or dissolution of
such party or Controlling Person.
Joint Venture Agreement
GlobeTel Communications Corp., - VPN de Mexico, S.A. de C.V.
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(b) "Controlling Interest" means the ownership or control, direct or indirect,
of more than fifty percent (50%) of the securities having ordinary voting power
for the election of directors or other governing body of a person or more than
fifty percent (50%) of the partnership or other ownership interest therein
(other than as a limited partner of such person).
(c) "Controlling Person" means, with respect to any person (other than a natural
person), any other person which has a Controlling Interest in such person.
(d) "Encumbrance" means any mortgage, pledge, lien, charge, assignment,
hypothecation, adverse claim, levy, conditional sale contract, title retention
contract or any other agreement or arrangement which has the same or a similar
effect to grant any of the foregoing.
(e) "Third Party" means a person that is not a party hereto (or an affiliate
thereof).
(f) "Shares" means any security evidencing an equity interest in the Company.
(g) "Transfer" means any direct or indirect sale, exchange, transfer (including,
without limitation, any transfer by donation or operation of law, or any
transfer of an economic interest in any derivative security), assignment,
distribution or other disposition, or issuance or creation of any option or any
voting proxy, voting trust or other voting agreement in respect of any person or
instrument (including, without limitation, any of the securities), whether in a
single transaction or a series of related transactions, including without
limitation, (a) the direct or indirect enforcement or foreclosure of any
Encumbrance or (b) any Change of Control.
6.2 RIGHT OF FIRST REFUSAL. (a) If a Party (the "Seller") proposes to Transfer
any Shares to a Third Party, it may do so only in a Transfer for cash
consideration for all its Shares and the Seller shall first provide the other
Party (the "Continuing Shareholder") with a notice of its intent to transfer
such Shares (specifying, with respect to such proposed Transfer, the name of the
proposed transferee (the "Transferee"), the number of Shares (being all the
Shares held by the Seller) and the purchase price per Share (the "Seller's
Notice") and, for 60 calendar days following the receipt of such notice, the
Continuing Shareholder shall have the exclusive option to deliver a reply notice
(the "Reply Notice") to the Seller setting forth the irrevocable election of the
Continuing Shareholder to require the Seller to Transfer to the Continuing
Shareholder (or its designee) all (and not only part) of such Shares at least at
the same terms and conditions so offered to the Transferee, including without
limitation, price per Share, terms, payments, etc.
(b) If there has been a timely delivery of a Reply Notice pursuant to sub-clause
(a) above, then the sale of the Shares shall close at a time and place
reasonably acceptable to the Seller and the Continuing Shareholder; provided
that such closing shall not occur more than 10 calendar days after the receipt
of all necessary Mexican Governmental Approvals (or if no such approvals are
necessary, such closing shall not occur more than 20 calendar days after the
date of the Reply Notice). At such closing, the Continuing Shareholder will
deliver to the Seller the consideration for such Shares in immediately available
funds and the Seller shall deliver to the Continuing Shareholder the relevant
Shares, and all other documents required to effect the sale of such Shares, free
of any Encumbrances.
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(c) Subject to Section 6.3, if the Continuing Shareholder does not timely
deliver a Reply Notice, the Seller may Transfer its Shares to the Transferee at
not less than the price per Share (as stated in the Seller's Notice) provided
that the Transfer is completed within 90 calendar days after expiration of the
60-day period within which the Continuing Shareholder may deliver a Reply
Notice. Any proposed sale of such Shares following such 90-day period shall be
subject to the procedures of this Article 6.
6.3 TAG-ALONG RIGHTS. (a) In addition to its right of first refusal under
Section 6.2, each party shall have, during the 60 calendar days following the
receipt of the Seller's Notice, the option to deliver a reply notice to the
Seller (a "Tag-Along Notice") setting forth the irrevocable election of the
Continuing Shareholder to require the Seller to include in such proposed sale
(at the purchase price per Share specified in the Seller's Notice) all (and not
only part) of the Shares held by the Continuing Shareholder, and the Seller
shall not consummate such sale unless all such Shares held by the Continuing
Shareholder are included in such sale.
(b) If there has been a timely election by the Continuing Shareholder to sell
its Shares pursuant to the election contemplated by sub-clause (a) above, then
the Seller shall arrange for the cash consideration to be paid by the Transferee
pursuant to such Transfer to be transferred directly to the Continuing
Shareholder upon delivery by the Continuing Shareholder of such Shares being
sold. In the event the Seller or the Continuing Shareholder either fails to
deliver its Shares or breaches any representations, warranties or pre-closing
covenants as may be reasonably required by the Transferee and such breach
results in the non-satisfaction of a condition to the closing of such sale which
the Transferee does not waive, then (i) any non-breaching party shall be free to
sell its Shares to the Transferee without liability to the breaching party, (ii)
the breaching party shall be liable for (and shall hold any non-breaching party
harmless with respect to) such breach and (iii) any sale shall not limit or
waive in any respect any claim, right or cause of action that any non-breaching
party may have against the breaching party in respect of such breach.
(c) Subject to this Section 6.3 if the Continuing Shareholder does not timely
deliver a Tag-Along Notice, the Seller may Transfer all its Shares to the
Transferee at not less than the price per Share (as stated in the Seller's
Notice) provided that the Transfer is completed within 90 calendar days after
the Continuing Shareholder does not elect to exercise its tag-along rights. Any
proposed sale of such Shares following such 90-day period shall be subject to
the procedures of this Article 6.
6.4 NO BENEFIT. For the avoidance of doubt, no Third Party (including any
Transferee) shall have any rights under this Agreement.
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7. INTELLECTUAL PROPERTY.
7.1 OWNERSHIP OF INTELLECTUAL PROPERTY.
A. For the avoidance of doubt, GlobeTel and VPN (or its affiliates or its or
their providers) each separately own all right, title, and interest in their
Intellectual Property (IP) used in connection with the Project. The Company
shall have all rights or interest in any Intellectual Property, including the
Project Networks (but not the separate IP of either GlobeTel of VPN contained
therein), developed in connection with and/or arising out of the Project as may
be expressly agreed in writing by the Parties or their affiliates. The Parties
further agree that they shall not, unless approved in writing by the
Shareholders' Meeting of the Company (i) use, copy, modify, create any
derivative work of, or include in any other products any Intellectual Property
developed in connection with the Project or any portion thereof or (ii) reverse
assemble, decompile, reverse engineer or otherwise attempt to derive source code
(or the underlying ideas, algorithms, structure or organization) from any such
Intellectual Property. Any Intellectual Property developed specifically for the
Project Networks and for its exclusive use, including without limitation, any
other project that the Company shall have, shall be the property of the Company
(or its designated affiliate). Accordingly, the Company must execute such
documents, render such assistance, and take such other action as the Parties
deem necessary to apply for, register, perfect, confirm, and protect Company's
ownership rights, and the Company shall have the exclusive right to apply for or
register any patents, mask work rights, copyrights, and such other proprietary
protections with respect thereto.
B. For purposes hereof, "Intellectual Property" means any intellectual property
or proprietary rights in any jurisdiction, whether owned or held for use under
license, whether registered or unregistered, including such rights in and to:
(i) copyrights, trademarks and pending trademark applications, trade dress,
service marks, certification marks, logos, trade names, brand names, corporate
names, assumed names, business names and domain names; (ii) issued patents and
pending patent applications, utility models, industrial designs, patents of
importation/confirmation, certificates of invention, certificates of
registration and like statutory rights, inventions, invention disclosures,
discoveries and improvements, whether patentable or not; (iii) works of
authorship; (iv) trade secrets, business, technical and know-how information,
non-public information and confidential information and rights to limit the use
or disclosure thereof by any person; and (v) computer software, data files,
source and object codes, user interfaces, manuals, databases and other
specifications and documentation (collectively, "Software").
7.2 GLOBETEL MARKS. GlobeTel may elect to license the use of its trademarks,
trade names and branding to the Company in accordance with GlobeTel's
international practice from time to time.
7.3 VPN MARKS. VPN may elect to license the use of its trademarks, trade names
and branding to the Company in accordance with VPN's international practice from
time to time.
8. CONFIDENTIALITY; PUBLICITY.
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8.1 NON-DISCLOSURE. Unless otherwise agreed to in writing by the parties, each
of the Parties agrees to, and agrees to cause its respective affiliates,
accountants, attorneys, consultants and all other representatives to, keep and
hold in confidence and not use to the detriment of the other party or its
affiliates, this Agreement and any information acquired pursuant to this
Agreement or in connection with any of the transactions contemplated hereby,
including the business of the joint venture contemplated hereby, unless such
information is: (a) publicly available; (b) necessary in making any filing or
obtaining any consent or approval required for the consummation of the
transactions contemplated hereby; (c) otherwise required to be disclosed by any
Governmental Authority (including tax authorities), stock exchange,
self-regulatory organization or applicable law; (d) disclosed to the
professional advisers of such Party who are informed of this confidentiality
undertaking; or (e) disclosed in connection with an assignment permitted
hereunder.
8.2 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon written demand by a
Party (the "Disclosing Party"), that has disclosed proprietary confidential
information pursuant to this Agreement and in any event upon termination of this
Agreement, the Party receiving such information (the "Receiving Party") shall:
(i) cease using such confidential information; (ii) return such confidential
information and all copies, notes or extracts thereof to the Disclosing Party
within seven (7) days of receipt of demand; and (iii) upon request of the
Disclosing Party, certify in writing that the Receiving Party has complied with
the obligations set forth in this paragraph.
8.3 PUBLICITY. The Parties may by mutual consent agree to issue a joint press
release describing the collaboration of the Parties. The Parties shall also
consult regularly during the term of the Agreement and issue, as and when
appropriate, such further press releases and/or other publicity materials as may
be appropriate. The contents of any press releases issued by the Parties shall
be subject to the approval of each Party, which approval shall not be
unreasonably withheld or delayed.
9. REPRESENTATIONS AND WARRANTIES.
9.1 VPN'S REPRESENTATIONS AND WARRANTIES. VPN represents and warrants to
GlobeTel as follows:
(a) VPN has all requisite right, power and authority and full legal capacity to
execute and deliver this Agreement, to carry out its obligations hereunder and
to consummate the transactions contemplated hereby. The execution, delivery and
performance by VPN of this Agreement, and the consummation by VPN of the
transactions contemplated hereby, have been duly authorized by VPN, and no other
proceedings (corporate or otherwise) on the part of VPN are necessary to
authorize the execution and delivery by VPN of this Agreement or the
consummation by VPN of the transactions contemplated hereby;
(b) this Agreement has been duly executed and delivered by VPN and (assuming due
and valid authorization, execution and delivery hereof by GlobeTel) is a valid
and binding obligation of VPN, enforceable against VPN in accordance with its
terms, and, when executed and delivered (and assuming due and valid
authorization, execution and delivery thereof by GlobeTel) will constitute a
valid and binding obligation of VPN enforceable against VPN in accordance with
its terms except enforcement may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter
in effect, affecting creditors' rights generally;
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(c) it has sufficient capital to meet its financial and other obligations
hereunder and no Governmental Approvals are required in connection with the
payments contemplated by Section 2;
(d) (i) acceptance by GlobeTel of this Agreement, together with the acceptance
of the appropriate remittances of funds as set forth herein will not breach any
applicable rules and regulations designed to avoid money laundering and (ii) all
evidence of the identity of persons provided to GlobeTel is genuine and all
related information furnished is accurate;
(e) VPN further acknowledges and agrees that any investment, directly or
indirectly, in connection with this Agreement by or on behalf of the following
persons or entities (each, a "Prohibited Investor") is prohibited and shall not
be allowed by VPN: (i) a person or entity whose name appears on the List of
Specially Designated Nationals and Blocked Persons maintained by the U.S. Office
of Foreign Assets Control ("OFAC"); (ii) a Foreign Shell Bank as defined under
Section 313 of the USA PATRIOT Act; (iii) a person or entity resident in or
whose subscription funds are transferred from or through an account in a
Non-Cooperative Jurisdiction (meaning any country or territory that has been
designated as non-cooperative with international anti-money laundering
principles or procedures by a United States intergovernmental group or
organization; (iv) a person or entity whose name appears on any other list of
prohibited persons and entities as may be mandated by applicable law or
regulation; or (v) a person or entity whose name appears on any other list of
prohibited persons and entities as may be provided to VPN by GlobeTel. VPN
represents, warrants and covenants that neither VPN, nor any person controlling,
controlled by, or under common control with VPN, nor any person having a
beneficial interest in VPN, is a Prohibited Investor, and that VPN is not
investing and will not invest in the joint venture and enterprise contemplated
hereby on behalf of or for the benefit of any Prohibited Investor. VPN agrees to
promptly notify GlobeTel of any change in information affecting this
representation, warranty and covenant. VPN acknowledges that if GlobeTel
reasonably believes that VPN is a Prohibited Investor, or has otherwise breached
any representation, warranty or covenant hereunder, then GlobeTel may be
obligated to cease further performance hereunder, including an obligation to
make no additional investment in connection with the Project and/or to segregate
the assets constituting the investment hereunder in accordance with applicable
regulations, and VPN shall have no claim against GlobeTel (or its principals or
affiliates) for any form of damages or liabilities as a result of any of the
aforementioned actions; and,
(f) VPN further agrees that it shall follow Ethical Practices with respect to
the conduct of its business and of the business of the joint venture
contemplated hereby. "Ethical Practices" means the practices or procedures
undertaken to ensure that none of VPN or any of its shareholders or any of their
respective officers, directors, employees, shareholders or agents take any
action, directly or indirectly, that would result in or would result in the
furtherance of: (i) any offer, payment, promise to pay or authorization of the
payment of any money, or other property, or any gift, promise to give, or
authorization of the giving of anything of value to any government official,
political party, public international organization or official thereof or any
candidate for political office; or (ii) a violation of any applicable laws
regarding corrupt practices.
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9.2 GLOBETEL'S REPRESENTATIONS AND WARRANTIES. GlobeTel represents
and warrants to VPN as follows:
(a) GlobeTel has all requisite right, power and authority and full legal
capacity to execute and deliver this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. The execution,
delivery and performance by GlobeTel of this Agreement, and the consummation by
GlobeTel of the transactions contemplated hereby, have been duly authorized by
GlobeTel, and no other proceedings (corporate or otherwise) on the part of
GlobeTel are necessary to authorize the execution and delivery by GlobeTel of
this Agreement or the consummation by GlobeTel of the transactions contemplated
hereby; and
(b) this Agreement has been duly executed and delivered by GlobeTel and
(assuming due and valid authorization, execution and delivery hereof by VPN) is
a valid and binding obligation of GlobeTel, enforceable against GlobeTel in
accordance with its terms, and, when executed and delivered (and assuming due
and valid authorization, execution and delivery thereof by VPN) will constitute
a valid and binding obligation of GlobeTel enforceable against GlobeTel in
accordance with its terms except enforcement may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or
hereafter in effect. affecting creditors' rights generally.
(c) it has sufficient capital to meet its financial and other obligations
hereunder and no Governmental Approvals are required in connection with the
payments contemplated by Section 2;
(d) (i) acceptance by VPN of this Agreement, together with the acceptance of the
appropriate remittances of funds as set forth herein will not breach any
applicable rules and regulations designed to avoid money laundering and (ii) all
evidence of the identity of persons provided to VPN is genuine and all related
information furnished is accurate;
(e) Globetel further acknowledges and agrees that any investment, directly or
indirectly, in connection with this Agreement by or on behalf of the following
persons or entities (each, a "Prohibited Investor") is prohibited and shall not
be allowed by Globetel: (i) a person or entity whose name appears on the List of
Specially Designated Nationals and Blocked Persons maintained by the U.S. Office
of Foreign Assets Control ("OFAC"); (ii) a Foreign Shell Bank as defined under
Section 313 of the USA PATRIOT Act; (iii) a person or entity resident in or
whose subscription funds are transferred from or through an account in a
Non-Cooperative Jurisdiction (meaning any country or territory that has been
designated as non-cooperative with international anti-money laundering
principles or procedures by a Mexican or United States intergovernmental group
or organization; (iv) a person or entity whose name appears on any other list of
prohibited persons and entities as may be mandated by Mexican or applicable law
or regulation; or (v) a person or entity whose name appears on any other list of
prohibited persons and entities as may be provided to GlobeTel by VPN. GlobeTel
represents, warrants and covenants that neither GobeTel, nor any person
controlling, controlled by, or under common control with GlobeTel, nor any
person having a beneficial interest in GlobeTel, is a Prohibited Investor, and
that GlobeTel is not investing and will not invest in the joint venture and
enterprise contemplated hereby on behalf of or for the benefit of any Prohibited
Investor. GlobeTel agrees to promptly notify VPN of any change in information
affecting this representation, warranty and covenant. GlobeTel acknowledges that
if VPN reasonably believes that GlobeTel is a Prohibited Investor, or has
otherwise breached any representation, warranty or covenant hereunder, then VPN
may be obligated to cease further performance hereunder, including an obligation
to make no additional investment in connection with the Project and/or to
segregate the assets constituting the investment hereunder in accordance with
applicable regulations, and GlobeTel shall have no claim against VPN (or its
principals or affiliates) for any form of damages or liabilities as a result of
any of the aforementioned actions.
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(f) GlobeTel further agrees that it shall follow Ethical Practices with respect
to the conduct of its business and of the business of the joint venture
contemplated hereby. "Ethical Practices" means the practices or procedures
undertaken to ensure that none of GlobeTel or any of its shareholders or any of
their respective officers, directors, employees, shareholders or agents take any
action, directly or indirectly, that would result in or would result in the
furtherance of: (i) any offer, payment, promise to pay or authorization of the
payment of any money, or other property, or any gift, promise to give, or
authorization of the giving of anything of value to any government official,
political party, public international organization or official thereof or any
candidate for political office; or (ii) a violation of any applicable laws
regarding corrupt practices.
10. TERMINATION AND DISSOLUTION.
10.1 TERMINATION. Following incorporation of the Company, this Agreement shall
terminate automatically (without any action by any party) upon either party (or
its permitted assigns) ceasing to hold any Shares. Articles 2, 4, 6, 7 and 8 and
this Article 10 shall survive any expiration or termination of this Agreement or
any project hereunder. In addition, this Agreement shall be terminated, and the
Company dissolved, by:
(a) Execution of a written agreement to that effect by both Parties;
(b) the filing by either Party of a voluntary petition in bankruptcy or
other proceeding analogous to bankruptcy in purpose or effect;
(c) the filing against either Party by its creditors of a petition in
bankruptcy or other proceeding analogous to bankruptcy in purpose or effect,
that is not dismissed within 30 days after filing;
(d) the appointment of a receiver or similar official for all or
substantially all the assets of a Party; and,
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(e) by resolution of the corresponding General Extraordinary Shareholders'
Meeting duly met.
10.2 TERMINATION OF AGREEMENT. This Agreement shall terminate if before the
incorporation of the Company by the parties there is a default by either Party
in performance of a material obligation under this Agreement that remains
uncured for 30 days after the defaulting Party receives written notice of
default from the other Party, or, in the event the default is disputed, remains
uncured for 30 days after a decision from a court of competent jurisdiction
compelling performance of the defaulted obligation. In addition, this Agreement
may be terminated by written notification delivered by either Party to the
other, informing the other Party about its decision to terminate this Agreement,
with at least 30 calendar days prior to the effective termination date.
10.3 DISSOLUTION OF THE COMPANY. Either Party may call for the dissolution of
the Company if the Parties fail to agree to material terms as shareholders
and/or in the board of directors. including a disagreement between the
shareholders about the viability of the ongoing business, then any Party shall
tender its shares in the Company to the other Party at a price to be determined
by valuation granted by publicly recognized firm of public accountants
satisfactory to the Parties. Should this clause become effective, each Party
will continue to render its services to the other Party for a period of 8
(eight) months.
11. MISCELLANEOUS
11.1 CONTROLLING LAW. This Agreement and any action related thereto shall be
governed, controlled, interpreted and defined by and under the laws of the
United Mexican States.
11.2 JURISDICTION. For all aspects related to the validity, interpretation and
enforceability of this Agreement, along with the terms and conditions set forth
herein, the Parties expressly and irrevocably consent to submit to the
jurisdiction and competence of the courts of Mexico City, Federal District,
United Mexican States, waiving any jurisdiction that may correspond to them by
reason of their current or future domiciles.
11.3 LIMITATION OF LIABILITY. LIMITATION OF DAMAGES. EXCEPT FOR BREACH OF THE
OBLIGATIONS OF CONFIDENTIALITY UNDER ARTICLE 8, NEITHER PARTY SHALL BE LIABLE
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, STRICT
LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OR COST OF PROCUREMENT OF
SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
11.4 EQUITABLE RELIEF. Each Party acknowledges that a breach by the other Party
of any confidentiality or proprietary rights provision of this Agreement may
cause the non- breaching Party irreparable damage, for which the award of
damages would not be adequate compensation. Consequently, the non-breaching
Party may institute an action to enjoin the breaching Party from any and all
acts in violation of those provisions, which remedy shall be cumulative and not
exclusive, and a Party may seek the entry of an injunction enjoining any breach
or threatened breach of those provisions, in addition to any other relief to
which the non- breaching Party may be entitled at law or in equity.
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11.5 PENALTY. In the event that: (i) any of the Parties hereto fails to comply
with any of its obligations hereunder due to its negligence or willful
misconduct, (ii) any of the representations and warranties of any of the Parties
results to be false or misleading in any respect, (iii) any Mexican Governmental
Approval is revoked by negligence or willful misconduct of its holder, and (iv)
there is any action, claim, process, suit, demand, etc., in connection with the
rights, ownership or interest in the DECT and/or HotZone technology necessary
for the Project Networks, then, this Agreement shall be automatically and
immediately terminated without need of any notice or judicial resolution, and
the defaulting Party shall pay the non-defaulting party a penalty, for an amount
equal to the amount the defaulting Party has paid as capital contribution in the
Company.
11.6 FORCE MAJEURE. Neither Party shall be liable to the other for delays or
failures in performance resulting from causes beyond the reasonable control of
that Party, including, but not limited to, acts of God, labor disputes or
disturbances, material shortages or rationing, riots, acts of war, governmental
regulations, communication or utility failures, or casualties.
11.7 RELATIONSHIP OF PARTIES. The Parties are independent contractors under this
Agreement, including a partnership, franchise, agency, employer/employee,
fiduciary, master/servant relationship, or other special relationship. Neither
Party shall act in a manner which expresses or implies a relationship other than
that of independent contractor, nor bind the other Party, until the Company is
formed under the terms of this Agreement.
11.7 NO THIRD PARTY BENEFICIARIES. No provision of this Agreement is intended or
shall be construed to confer upon or give to any third party.
11.8 NOTICES. Any notice required or permitted to be given by either Party under
this Agreement shall be in writing and in the English language and shall be duly
given (a) when delivered by hand or by a reputable overnight mail service (e.g.,
Federal Express), or (b) when successfully transmitted by fax (with a confirming
copy of such communication to be sent as provided in the preceding
sub-clause(a)), to the Project Manager of the other party and to the Parties'
domiciles first written above. A copy of any notice to the Project Manager of
GlobeTel shall simultaneously be sent to the following:
GlobeTel Communications Corp.
9050 Pines Blvd., Suite 255
Pembroke Pines, FL 33024
Attn: Jonathan Leinwand, General Counsel
Fax: (954) 272-0380
A copy of any notice to the Project Manager of VPN shall simultaneously be sent
to the following: Av. Reforma No. 2608 Col. Lomas Altas, C.P. 11950 Mexico D.F.
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Any notice or other communication not received on a business day or received
after 17:00 hours local time on a business day in the city of the recipient
shall be deemed to be received on the next following business day in the city of
the recipient.
It is agreed by the parties hereto that any change with respect to the addresses
mentioned above, shall be notified to the other party in the same manner and
terms as those provided herein, being understood that the breach of this
provision by any party hereto, would cause that all notices given to the
addresses mentioned above will have full force and effect.
11.9 ASSIGNMENT. Neither Party may assign its rights or delegate its obligations
hereunder, either in whole or in Part, whether by operation of law or otherwise,
without the prior written consent of the other Party. Any attempted assignment
or delegation without consent will be null and void. However, GlobeTel may
assign its rights hereunder to an affiliate of GlobeTel and VPN may assign its
rights hereunder to an affiliate of VPN. The rights and liabilities of the
Parties under this Agreement will bind and inure to the benefit of the parties'
respective successors and permitted assigns.
11.10 WAIVER AND MODIFICATION. Failure by either Party to enforce any provision
of this Agreement will not be deemed a waiver of future enforcement of that or
any other provision. Any waiver, amendment or other modification of any
provision of this Agreement will be effective only if in writing and signed by
the Parties.
11.11 SEVERABILITY. If for any reason a court of competent jurisdiction finds
any provision of this Agreement to be unenforceable, that provision of the
Agreement will be enforced to the maximum extent permissible so as to effect the
intent of the Parties (and shall remain enforceable in any other jurisdiction),
and the remainder of this Agreement will continue in full force and effect.
11.12 HEADINGS. Headings used in this Agreement are for ease of reference only
and shall not be used to interpret any aspect of this Agreement.
11.13 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof, and supersedes and
replaces all prior and contemporaneous understandings or agreements, written or
oral, regarding such subject matter.
11.14 COUNTERPARTS. This Agreement may be executed in two counterparts, each of
which shall be an original and together which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by persons
duly authorized as of the date and year first above written.
GlobeTel Communications Corp. VPN DE MEXICO, S.A. DE C.V.
By: /s/ Joe Monterossso By: /s/ Carlos Peralta Quintero
---------------------- ----------------------------
Joe Monterosso, Carlos Peralta Quintero,
COO CEO
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 4, 2007
GLOBETEL COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-23532 88-0292161
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
9050 Pines Blvd., Suite 255, Pembroke Pines, FL 33024
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 954-241-0590
Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d- 2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e- 4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Change in Registrant's Certifying Accountant
(a) On January 4, 2007, the Audit Committee of the Board of
Directors dismissed Dohan and Company., CPAs PA as the Company's certifying
accountant.
During the two years ended December 31, 2005 and December 31, 2004 and the
subsequent interim periods through August 14, 2006, there were no disagreements
with Dohan & Co. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Dohan & Co. would have caused them to make
reference in connection with their report to the subject matter of the
disagreement, and Dohan and Company has not advised the Company of any
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The report of independent registered public accounting firm of Dohan and Company
as of and for the two years ended December 31, 2005 and December 31, 2004, did
not contain any adverse opinion or disclaimer of opinion, nor was it qualified
or modified as to audit scope or accounting principle.
(b) On January 4, 2007 the Company engaged McKean Paul Chrycy
Fletcher & Co. as the Company's certifying accountants. During the two years
ended December 31, 2005, and through January 4, 2007, the Company did not
consult with McKean Paul Chrycy Fletcher & Co. regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
A copy of the forgoing disclosures was provided to Dohan and Company. prior to
the date of the filing of this report. Dohan and Company. has furnished the
Company a copy of the letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the statements above. A copy of Dohan &
Co.'s letter, is filed as Exhibit 16 to this Form 8-K. Dohan has stated that
they cannot determine whether or not there will be disagreements with the
Company on the matters set forth above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number
16 Letter from Dohan & Co. LLP to the Securities and Exchange Commission
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GlobeTel Communications Corp.
Dated: January 29, 2007 By: /s/ Peter Khoury
--------------------------
Peter Khoury
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER
16 Letter from Dohan & Co. LLP to the Securities and Exchange Commission
EXHIBIT 16
Dohan and Company 7700 North Kendall Drive, 200
Certified Public Accountants Miami, Florida 33156-7564
A Professional Association Telephone: (305) 274-1366
Facsimile: (305) 274-1368
E-mail: info@uscpa.com
OFFICE OF THE CHIEF ACCOUNTANT
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir and/or Madam:
We have read the January 4, 2007 statements of Globetel Communications Corp
about our firm that is included under Item 4 in its Form 8-K filed with the
Securities and Exchange Commission. We do not agree with certain portions of the
statement, as stated below:
Globetel Communications Corp is under investigation by the Securities and
Exchange Commission and the investigation has not been concluded. Accordingly,
we are unable to determine if a disagreement exists on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Dohan & Company, P.A.,
CPAs,. would have caused them to make reference in connection with their report
to the subject matter of the disagreement, will arise as a result of the ongoing
investigation.
Yours truly,
DOHAN AND COMPANY, CPAS, P.A.
GlobeTel Communications Corp. Deploys HotZone 4010-Based Wireless Broadband Network in Mexico
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Nov. 29, 2006--GlobeTel Communications Corp. (OTC:GTEM) today announced that it has successfully built and deployed a HotZone 4010-based wireless broadband network within a city northeast of Mexico City, Mexico, and has begun to service customers through the network.
"The Company began offering Internet services on the network in conjunction with an introductory promotion to residential users within the network's cloud," stated Peter Khoury, Chief Executive Officer of GlobeTel Communications. "We experienced a favorable response rate and we are optimistic that these products and services will continue to be well-received through the extension of this network, and other HotZone-based networks in Mexico."
Khoury continued, "The low cost of customer acquisition allows us to provide service at a rate competitive with the existing Internet access services in the area, plus the addition of enhanced services such as higher download speeds. This is a WiMAX-based technology that provides high throughput, low latency and high quality service while supporting existing end-user CPE devices such as Wi-Fi cards and DECT phones. This WiMAX technology will allow a new breed of wireless applications to be utilized, such as video, MP3 and in-vehicle devices."
This first phase of network deployment includes 15 sites containing HotZone 4010s broadcasting both 5.8 GHz point-to-multipoint connections and the redistribution of standard Wi-Fi at 2.4 GHz providing broadband internet access. This network rollout illustrates the cost efficiency of the HotZone 4010 by broadcasting a standard 802.11b signal resulting in a Wi-Fi "cloud" allowing homes in the area access to broadband Internet service using an ordinary laptop or computer with a standard Wi-Fi card or adapter. The network has been operating with users since mid-October and has performed to Tier 1 specifications providing 99.9997% network availability calculated on a monthly basis.
Although the primary use of the Company's first commercially-available network in Mexico is for broadband Internet access, the HotZone 4010 also allows the offering of VoIP telephony through the DECT standard, permitting a typical DECT-enabled cordless phone to have a reach of up to 800 meters from a HotZone 4010 base station, and allows for the fulfillment of WiMAX needs.
About HotZone 4010
The HotZone 4010 is the most cost effective wireless solution and is the only integrated base station that combines the functionality of Wireless LAN, DECT and WiMAX. The HotZone 4010 WiMAX/Wi-Fi wireless base station allows users to implement advanced voice services, high-speed Internet and quality video applications. Its proprietary wireless access points differ tremendously from other available "hot spot" installations, due to extended range capabilities and the ability to work inside and outside of buildings. This WiMAX solution is completely scalable, has a point-to-point range of up to 35 miles and will work effectively with existing Wi-Fi end user equipment and future WiMAX standards. GlobeTel Wireless, creator of the HotZone technology, is a principal member of the WiMAX Forum, www.wimaxforum.org .
About GlobeTel Communications Corp.
GlobeTel Communications Corp. develops and provides an integrated suite of telecommunications products and services, leveraging its advances in VOIP and Wireless Access technologies. Individually, each of GlobeTel's business units function as distinct, stand-alone entities. Together they form a powerful alliance of human talent and technological innovation resulting in the SuperHub worldwide VoIP network, Sanswire Stratellite(TM) platform and products enabling simpler, cheaper transmission of voice and data. GlobeTel has historically focused its business development on markets outside of the United States. For more information, please visit: www.globetel.net.
Certain statements in this release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecast," "project," "intend," "expect" "should," "would," and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (finance or operating) or achievements to differ from future results, performance (financing and operating) or achievements expressed or implied by such forward-looking statements.
CONTACT: GlobeTel Communications Corp., Fort Lauderdale
Robert Bleckman, Director of Investor Relations
954-775-1427
SOURCE: GlobeTel Communications Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 12b-25
NOTIFICATION OF LATE FILING
0-23532
(Commission File Number)
(Check one): Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q [X]
Form 10-D [_] Form N-SAR [_] Form N-CSR [_]
For Period Ended: SEPTEMBER 30, 2006
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
GLOBETEL COMMUNICATIONS CORP.
Full Name of Registrant
Former Name if Applicable: N/A
9050 Pines Blvd., Suite 255
Address of Principal Executive Office (Street and Number)
Pembroke Pines, FL 33024
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
[X] thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On October 6, 2006 the Company announced that the Securities and Exchange
Commission issued a formal order of investigation concerning among other things
certain accounting issues regarding the Company. In accordance with the
Company's established corporate governance procedures, the Board of Directors
has referred this matter to its Audit Committee (the "Audit Committee"). The
Audit Committee has commenced an investigation and will determine what action,
if any, the Company will take.
No conclusions have been reached by the Audit Committee to date, and the Company
cannot predict whether the results of the investigation will have any impact on
its financial results for the quarter and nine-month period ended September 30,
2006 or for any other period. As a result of the ongoing investigation, the
Company will not be able to file its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006 by the required filing date.
The Company will seek to resolve these issues as quickly as practicable and
plans to file its Form 10-Q as soon as possible following the completion of the
investigation.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jonathan Leinwand 954 241-0590
----------------- ------------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
As previously disclosed in a press release dated October 6, 2006, the Company's
Audit Committee has initiated an investigation into the accounting and financial
reporting of certain business transactions that occurred in 2004 and 2005. In
connection therewith, the Board engaged an independent, nationally recognized
law firm to conduct an investigation to determine whether or not the
documentation and analyses is sufficient to support the initial recording of the
transactions and, whether or not the applicable and consistent accounting
treatment for the two separate and unrelated transactions known as Sanswire and
Hotzone, occurred.
If it is determined that the initial accounting treatment was correct, then no
prior restatement of the previously reported financial statements would be
necessary, If is determined that either one or both of the transactions were
incorrectly capitalized as "Intangible assets", the applicable prior reporting
period(s) would require restatement. In addition, if it is determined that the
assets were recorded properly, then the adequacy of the documentation, the
procedures applied and the analyses performed in order to carry those assets at
their original cost, must be then reviewed to determine whether or not
management correctly concluded that there were no assets impairments prior to
and including this period.
If management correctly evaluated whether or not the asset impairment rules were
complied with, then the final investigation phase will be the determination as
to if and when any impairments occurred, in which management did not record
adjustments to the carrying amount of the Intangible Assets.
The Intangible assets in question represent $2.8 and $7.2 million dollars that
were recorded during the quarters ending June 30, 2004 and December 31, 2005
respectively.
*********
GLOBETEL COMMUNICAITONS CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 14, 2006
By: /s/ Jesus Quintero
---------------------------
JESUS QUINTERO
Vice President,
Finance and Principal
Accounting Officer
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 3, 2006
GLOBETEL COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-23532 88-0292161
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
9050 Pines Blvd., Suite 255, Pembroke Pines, FL 33024
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 954-241-0590
Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d- 2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e- 4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1.01 Entry into Definitive Material Agreement
GlobeTel Communications Corp. entered into an agreement to sell substantially
all of the assets related to its stored value card division that was also known
as the Magic Money program, to Gotham Financial LLC. Under terms of the
agreement, Gotham acquired substantially all of the assets, which include the
stored value program, financial processing switch and contracts, and assumed the
liabilities associated with the program including certain employees and leased
office space.
The agreement calls for the payment, over a 3 to 6 year period, of up to $4
million. The length of the payment period depends upon Gotham making certain
minimum payments. Payments to GlobeTel will be based on the successful rollout
of the platform by Gotham and on user fees following a formula that considers
the total number of transactions on a Stored Value card and use of the card at
any ATM, POS or other transaction, under closed and committed contracts GlobeTel
had at the time of sale, and the number of transactions utilizing the Financial
Processing Switch.
The agreement also gives GlobeTel the right to the most favorable pricing if it
decides in the future to utilize the services to be provided by Gotham.
9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Agreement between GlobeTel Communications Corp. and Gotham Financial LLC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signedon its behalf by the
undersigned hereunto duly authorized.
GLOBETEL COMMUNICAITONS CORP.
(Registrant)
Date: November 10, 2006 /s/ Peter Khoury
------------------------------------
Peter Khoury,
Chief Executive Officer
Ex. 10.1
ASSET PURCHASE AGREEMENT
The ASSET PURCHASE AGREEMENT (the "Agreement") dated as of October 30th, 2006,
between Gotham Financial, LLC, a Delaware limited liability corporation (the
"Buyer"), and GlobeTel Communications Corp., a Delaware corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Seller has developed a Stored Value Program and a Financial Processing
Switch and has contracts for the utilization of the Stored Value Program and the
Financial Processing Switch (collectively "the Division"); and
WHEREAS, the Buyer wishes to purchase or acquire (directly or indirectly through
subsidiaries) from Seller, and Seller wishes to sell, assign and transfer to the
Buyer, substantially all of the assets and properties held in connection with,
necessary for, or material to the business and operations of the Division (the
"Business"), and the Buyer has agreed to assume (directly or indirectly through
its subsidiaries) the Assumed Liabilities, all for the purchase price and upon
the terms and subject to the conditions hereinafter set forth.
This Asset Purchase Agreement is subject to the condition that all required due
diligence on part of Buyer, to be completed not later than November 3, 2006 and
the proper approval of Grupo Ingedigit. Additionally, post-closing, there will
be technical continuity coordinated by Joseph Seroussi. In the event that the
Buyer is not, in its sole discretion, satisfied with its due diligence or the
Grupo Ingedigit approval is not obtained on or before November 3, 2006, the
Buyer may, without liability to the Seller, rescind and cancel this Agreement
upon notice to the Seller and, upon providing such notice, this Agreement shall
be deemed to be rescinded and cancelled and of no further force or effect. In
such event, neither party shall have any further obligations or liabilities to
the other hereunder.
NOW, THEREFORE, in consideration of the mutual covenants, representations and
warranties made herein, and of the mutual benefits to be derived hereby, the
parties hereto agree as follows:
ARTICLE 1
SALE AND PURCHASE OF THE ASSETS
1.1. Assets. Subject to and upon the terms and conditions set forth in
this Agreement, at the Closing, the Seller will sell, transfer, convey, assign
and deliver to the Buyer, and the Buyer will purchase or acquire from the Seller
all right, title and interest of the Seller in and to (i) the Specified Assets
and (ii) the properties, assets and rights of every nature, kind and
description, tangible and intangible (including goodwill), whether real,
personal or mixed, whether accrued, contingent or otherwise and whether now
existing or hereinafter acquired primarily relating to or used or held for use
in connection with the Business as the same may exist on the Closing Date (items
(i) and (ii) collectively, the "Assets"), including without limitation all those
items in the following categories that conform to the definition of the term
"Assets":
(a) all machinery, equipment, computers, switches, and parts and
similar property (including, but not limited to, any of the foregoing purchased
subject to any conditional sales or title retention agreement in favor of any
other person);
(b) all inventories of work in process, finished products, goods,
spare parts, replacement and component parts (collectively, the "Inventories"),
including Inventories;
(c) all rights in and to products sold or leased including, but not
limited to, products hereafter returned or repossessed and unpaid sellers'
rights of rescission, replevin, reclamation and rights to stoppage in transit;
(d) all rights(including but not limited to any and all Intellectual
Property rights) in and to the products sold or leased and in and to any
products or other Intellectual Property rights under research or development
prior to or on the Closing Date;
(e) all of the rights of the Seller under all contracts,
arrangements, licenses, leases and other agreements, including, without
limitation, any right to receive payment for products sold or services rendered,
and to receive goods and services, pursuant to such agreements and to assert
claims and take other rightful actions in respect of breaches, defaults and
other violations of such contracts, arrangements, licenses, leases and other
agreements and otherwise;
(f) all credits, prepaid expenses, deferred charges, advance
payments, security deposits and prepaid items;
(g) all rights, title and interest in the fifty one percent (51%)
ownership in GlobeTel Ingedigit Financial Processing Corp., d.b.a. -
Power2Process (Financial Processing Switch).
(h) all Intellectual Property and all rights there under or in
respect thereof primarily relating to or used or held for use in connection with
the Business, including, but not limited to, rights to sue for and remedies
against past, present and future infringements thereof, and rights of priority
and protection of interests therein under the laws of any jurisdiction worldwide
and all tangible embodiments thereof (together with all Intellectual Property
rights included in the other clauses of this Section 1.1, (the "Intellectual
Property Assets");
(i) all books, records, manuals and other materials (in any form or
medium), including, without limitation, all records and materials maintained at
the headquarters of Seller, advertising matter, catalogues, price lists,
correspondence, mailing lists, lists of customers, distribution lists,
photographs, production data, sales and promotional materials and records,
purchasing materials and records, personnel records, manufacturing and quality
control records and procedures, blueprints, research and development files,
records, data and laboratory books, Intellectual Property disclosures, media
materials and plates, accounting records, sales order files and litigation files
(j) to the extent their transfer is permitted by law, all
Governmental Approvals, including all applications therefore;
(k) all Real Property and all licenses, permits, approvals and
qualifications relating to any Real Property issued to any Seller by any
Governmental Authority;
(l) all rights to causes of action, lawsuits, judgments, claims and
demands of any nature available to or being pursued by the Sellers with respect
to the Business or the ownership, use, function or value of any Asset, whether
arising by way of counterclaim or otherwise; and
(m) all guarantees, warranties, indemnities and similar rights in
favor of the Seller with respect to any Asset.
The term "Specified Assets" shall mean all Real Property set forth on
Schedule 1 and Schedule 1A hereto and the Intellectual Property set forth on
Schedule 2 hereto. At Closing, the Assets shall be transferred or otherwise
conveyed to the Buyer free and clear of all liabilities, obligations, liens and
encumbrances excepting only Assumed Liabilities listed on Schedule 3, and
Permitted Liens.
The term "Excluded Assets" shall mean the name and mark "GlobeTel", the
name and mark "GlobeTel", in whole or in part and any name or mark derived from
or including any of the foregoing shall be retained and not sold by the Seller.
ARTICLE 2
THE CLOSING
2.1. Place and Date. The closing of the sale and purchase of the Assets
(the "Closing") shall take place at 6:00 P.M. local time on the 30th day of
October, 2006 at the offices of the Seller at 9050 Pines Boulevard, Pembroke
Pines, Florida 33024, or such other time and place upon which the parties may
agree. The day on which the Closing actually occurs is herein sometimes referred
to as the "Closing Date".
2.2. Purchase Price. On the terms and subject to the conditions set forth
in this Agreement, the Buyer agrees to pay or cause to be paid to Seller an
amount up to but not more than U.S.$ 4,000,000 (FOUR MILLION US DOLLARS) over a
period of three (3) years from the date of the closing of this Agreement (the
"Purchase Price") and to assume Assumed Liabilities as provided in Section 2.4.
(a) The Purchase Price shall be paid as follows over the three (3)
years from the date of Closing. The Purchase Price shall only be payable as and
when paid transactions described under subparagraph (a) hereof occur. The actual
amount of Purchase Price that shall be due and payable from the Buyer shall be
based solely on the number of transactions of the type described below in (a)(i)
and (a)(ii) that occur. If no transactions of these types occur during the three
year period, with extensions as provided in (a) (iii) below, from the date
hereof, then no Purchase Price shall be paid from the Buyer to the Seller. :
(i) [***](1) per Stored Value Card transaction. A Stored Value
Card transaction shall mean only any transaction under Seller's currently closed
and/or committed contracts including a contract with a party with whom Seller
has been in negotiation with at the time hereof, or as result of the signed or
committed contracts, as listed in Schedule 4, that involves the loading of funds
onto a card, the transfer of funds from such card, or any ATM, POS or other
transaction utilizing such card.
(ii) [***] per financial processing transaction that utilizes
the Financial Processing Switch, regardless of the origin of the transaction.
(iii) For the avoidance of doubt, a Stored Value Card
transaction may also result in a Financial Switch Processing transaction thereby
requiring the payment of a fee under subsection (i) and (ii) above.
(b) The Fees shall be paid thirty (30) calendar days after the end
of each fiscal quarter with the first payment date being January 31, 2007.
(c) Should the Buyer fail to make payments in the minimum amounts
listed below in any year, except in the case where the full Purchase Price
($4,000,000) is paid by the end of Year 3, then the payment term shall be
extended by one year for each missed minimum payment or until the Purchase Price
is paid in full, whichever is sooner:
(1) Minimum Payment in Year 1: [***]
(2) Minimum Payment in Year 2: [***]
(3) Minimum Payment in Year 3: [***]
(d) Under no circumstance shall the Buyer be obliged to pay the
Seller more than $4,000,000 hereunder and in no case shall payment of fees be
made after 6 (six) years from the closing date; after 6 (six) years any
remaining obligation is extinguished.
----------
(1) [***] indicates information that has been omitted and for which
confidential treatment has been requested
(e) During the term of this Agreement, and for any period during
which payment is to be under this section 2.2, (the "Audit Period"), Buyer shall
maintain financial and operational records related to this Agreement. Buyer
shall make all books and records open to inspection by the Seller or its
assigned designee during normal business hours. During the Audit Period, Buyer
hereby grants to Seller or its designee(s), upon one (1) days prior notice to
Buyer, access to and the right to make copies of any of Buyer's books,
statements, documents, papers or records ("Financial Information") for the
purpose of determining the accuracy of fees being remitted to the Seller. If any
Audit of buyer's payments or other records reveals any variance in any payment
to Seller, then: Buyer shall immediately remit any amount due. In addition, if
any Audit reveals any variance from any payment in excess of five percent (5%)
of the amount paid, Buyer shall immediately reimburse Seller for all costs and
expenses incurred in conducting such Audit. Failure to pay such variance and the
cost of the Audit as required herein shall constitute a material breach of the
Agreement and Seller may terminate the Agreement in accord with the breach
provisions of Section 11.
(f) Should Seller, at some point in the future seek to purchase
services from the Buyer, Buyer, with respect to any service provided utilizing
the Assets, shall at no time provide pricing that is less favorable to Seller
than the most favorable pricing on which Buyer provides such services to any
other third party.
2.3. Allocation of Purchase Price.
(a) The parties shall agree upon the allocation of the purchase
price to the assets acquired.
2.4. Assumption of Liabilities.
At the Closing the Buyer shall assume and agree to pay, honor and
discharge when due all of the following liabilities relating to the Assets and
existing at or arising on or after the Closing Date (collectively, the "Assumed
Liabilities"):
(i) sublease of a portion of existing office space at 9050
Pines Boulevard, Pembroke Pines, Florida 33024 from the Seller under terms and
conditions mutually agreed to by Buyer and Seller to include office furniture,
fixtures, telephone services and all other requirements to continue the daily
requirements and operation of the Business from the date of the closing; rent
for the cage at the NAP of the Americas, Miami, Florida from the date of
closing;
(ii) any and all liabilities, obligations and commitments
arising out of the agreements, contracts and commitments set forth on the
Schedule 4 (or not required to be set forth therein because of the amount
involved), but not including any obligation or liability for any breach thereof
occurring prior to the Closing Date.
(iii) liabilities in respect of Transferred Employees to the
extent specifically assumed by Buyer pursuant to Article 6.
(iv) assumption of the Assumed Liabilities relating to the
Business by executing and delivering to Seller an assumption agreement in a form
reasonably satisfactory to Seller (the "Assumption Agreement").
2.5 Employees. Buyer shall have the right to offer employment to any
of the Employees of GlobeTel who are currently employees of the Stored Value
Card division.
ARTICLE 3.
COVENANTS OF SELLER.
3.1 Seller will not use or disclose to third-parties any trade secrets or
other proprietary or confidential information pertaining to any aspect of the
Business of the Seller.
3.2 Seller acknowledges that violation of any of the provisions of this
Section 3 will cause irreparable loss and harm to the Buyer which cannot be
reasonably or adequately compensated by damages in an action at law.
Accordingly, in the event of a breach or threatened breach by Seller of any of
the provisions of this Section 3, Buyer shall be entitled to injunctive and
other equitable relief to prevent or cure any breach or threatened breach
thereof, and Seller agrees that it will not be a defense to any request for such
relief that the Buyer has an adequate remedy at law. Notwithstanding the
foregoing, Buyer shall have other legal remedies as may be appropriate under the
circumstance including, inter alia, recovery of damages occasioned by such
breach. For purposes of any proceeding under or with respect to this Section 3,
Seller, and Buyer submit to the jurisdiction of the courts of the State of
Florida and of Broward or Miami-Dade County located in the State of Florida; and
each agrees not to raise and waives any objection to or defense based on the
venue of any such court or forum non conveniens.
3.3 A court of competent jurisdiction, if it determines any of the
provisions of this Section 3 to be unreasonable in scope, time or geography, is
hereby authorized by Seller, the Company and Buyer to enforce the same in such
narrower scope, shorter time or lesser geography as such court determines to be
reasonable under all the circumstances.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF SELLER.
4.1 Seller represents and warrants to the Buyer as follows:
(a) The Seller has the power and authority to execute, deliver and
perform this Agreement and any other agreement or document executed by them
under or in connection with this Agreement; and the Seller has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement and any such other agreement or document. The Board of Directors of
the Seller has approved this Agreement and no shareholder approval is required.
This Agreement constitutes, and any such other agreement or document when
executed will constitute, the legal, valid and binding obligations of Seller
enforceable against Seller in accordance with their respective terms.
(b) Neither the execution nor delivery of this Agreement nor the
transactions contemplated herein, nor compliance with the terms and conditions
of this Agreement will:
(i) contravene any provision of law or any statute, decree,
rule or regulation binding upon Seller or contravene any judgment, decree,
franchise, order or permit applicable to Seller; or (ii) conflict with or result
in any breach of any terms, covenants, conditions or provisions of, or
constitute a default (with or without the giving of notice or passage of time or
both) under any agreement or other instrument to which Seller is a party or by
which Seller is bound.
I No authorization, consent or approval of, or exemption by,
any governmental, judicial or public body or authority of or in any state is
required to authorize, or is required in connection with (i) the execution,
delivery and performance by Seller of this Agreement, or (ii) any of the
transactions contemplated by this Agreement, or (iii) any of the certificates,
instruments or other agreements executed by Seller in connection with this
Agreement, or (iv) the taking of any action by Buyer.
(d) Seller is the sole owner of the Assets and of all rights in and
to the Assets; and Seller may sell the Assets to Buyer pursuant to this
Agreement without the consent or approval of any other person, corporation,
partnership, governmental authority or other entity; Seller has not sold,
transferred or assigned any of its rights in or to any of the Assets; the Assets
are free and clear of any liens, claims, encumbrances and restrictions of any
kind except for the approvals noted above.
(e) Seller is the sole owner of all of the rights in and to the
Assets; the Assets are not subject to any lien or other encumbrance or claim or
to any option or other right in favor of a third party; except for the
provisions of this Agreement, there are no monies owing or obligations
outstanding with respect to the Assets; and no consent or approval by or notice
to any third party is required in connection with the sale of the Assets to
Buyer pursuant to this Agreement.
(f) Each individual ("inventor") who invented the patents, described
on Schedule 2 has agreed (i) to transfer and assign any and all of their rights
in the patent(s) to Seller; (ii) that each of the patents was produced as a
"work for hire" under the federal copyright laws and (iii) that each patent was
independently developed by each inventor and each inventor has no reason to
believe that any third party will make any claims that any patent infringe on
such third party's intellectual property rights.
(g) Except for those rights sold to Buyer under this Agreement,
Seller does not own or have any rights in or to any patent, copyright,
trademark, service mark or other right pertaining to any of the Assets.
(h) None of the Assets violate any patent, copyright, trademark,
service mark or other right, contains any libelous or defamatory material or any
material which Seller was not duly authorized to use, or misuses or
misappropriates any trade secret or confidential information.
(i) There is no litigation or legal claim pending or threatened with
respect to the Assets.
(j) The representations and warranties of Seller under this Section
4 will survive execution of this Agreement. Seller will indemnify Buyer against
any liability and will hold Buyer harmless from and pay any loss, damage, cost
and expense (including, without limitation, legal fees, court costs and the cost
of appellate proceedings) which Buyer incurs arising out of a breach of any of
said representations and warranties or any claim against Buyer alleging facts
which, if true, would result in a breach of any said representations and
warranties.
(k) Prior to the Closing, the Seller will continue to conduct its
business in accordance with the Seller's normal and past practices including the
timely payment of all accounts payable.
4.2 Knowledge by Buyer of any event, circumstance or fact will not vitiate
or otherwise impair any of the warranties of Seller or any of the rights and
remedies available to Buyer with respect to such warranties.
5. Buyer's Warranty. Buyer represents and warrants to Seller that the
execution, delivery and performance of this Agreement has been duly authorized
by Buyer's Board of Directors.
6. Indemnities.
6.1 The representations and warranties of the Seller and Buyer will be
deemed made on execution of this Agreement and at the Closing, and all of those
representations and warranties and all of the covenants and obligations of the
parties under this Agreement will survive the Closing.
6.2 Buyer will hold the Seller harmless from and pay any loss, damage,
cost or expense (including, without limitation, legal fees and court costs)
which Seller incurs by reason of any representation or warranty or withholding
of any pertinent facts or other information of Buyer being incorrect or by
reason of any breach by Buyer of any of its covenants or obligations under this
Agreement.
6.3 Seller will hold Buyer harmless from and pay any loss, damage, cost or
expense (including, without limitation, legal fees and court costs) which Buyer
incurs by reason of any representation or warranty of Seller being incorrect or
by reason of any breach by Seller of any of its covenants or obligations under
this Agreement.
7. Additional Covenants of the SELLER.
7.1 Prior to the Closing, the Seller will continue to conduct its business
in accordance with the Seller's normal and past practices.
7.2 Prior to the Closing, the Seller will not do any of the following
without Buyer's prior written consent:
7.2.1 merge or consolidate with any corporation or other
entity or liquidate or dissolve;
7.2.2 adopt or agree to adopt any plan providing for its
reorganization;
7.2.3 make any loan or other extension of credit or issue any
guaranty or otherwise incur any contingent liability except for extensions of
credit not exceeding thirty (30) days to trade creditors in accordance with past
practices and in the normal course of business;
7.2.4 sell, pledge, transfer, assign or grant a security
interest in any of its assets, property, contracts or rights;
7.2.5 enter into or terminate any contract;
8. Further Assurances.
Seller will execute such additional documents as Buyer may reasonably
request to vest or confirm the vesting in Buyer of all of the Assets and title
thereto.
9. Amendment. This Agreement may be amended only by an instrument in writing
signed by Seller and Buyer.
10. Default/Breach.
Should the Seller have failed to pay any liability of the Assets of the
Business as set forth in the Agreement, failed to have been able to convey all
rights, title and interest to the Assets of the Business as set forth in the
Agreement or otherwise material breach the Agreement, upon written notification
from the Buyer, the Seller will have twenty (20) days to cure such
default/breach. In the event that Seller is unwilling or unable to cure such
default/breach, the Buyer is released from any and all then current and future
payments and obligations to Seller under the Agreement as of the date of the
default/breach. Should the Buyer fail to make any payment as called for
hereunder or otherwise in material breach of this Agreement, upon written
notification from the Seller, the Buyer will have twenty (20) days to cure such
default/breach. In the event that Buyer is unwilling or unable to cure such
default/breach, the Seller will have the right, but not the obligation, to
notify Grupo Ingedigit directly of such an uncured default/breach and receive
directly from GlobeTel Ingedigit Financial Processing Corp. all such unpaid
amounts due to Seller from Buyer's fifty percent (50%) share in revenues from
GlobeTel Ingedigit Financial Processing Corp. until all such payments have been
made in full to Seller.(including but not limited to dividends or profit
distributions). Whether or not Seller elects to notify Grupo Ingedigit, Seller
shall maintain all its rights to recover damages from the Buyer including any
right to equitable relief for any default and/or breach..
11. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Florida.
12. Arbitration. All claims or disputes relating in any way to the performance,
interpretation, validity, or breach of this Agreement shall be referred to final
and binding arbitration, before a panel of three arbitrators, under the
commercial arbitration rules of the American Arbitration Association (the "AAA")
in Miami-Dade County, Florida, except as modified hereby. Each party shall
appoint an arbitrator and the third arbitrator shall be selected by the two
appointed arbitrators within twenty days, following the receipt of written
notice of arbitration, as prescribed by the AAA. In the event that both
appointed arbitrators are unable to select the third arbitrator within a period
twenty days, the AAA shall be permitted to submit an appointment. The
arbitrators award shall be in writing, made by a majority thereof, and include
findings of fact and conclusions of law. Judgment upon the award rendered by the
arbitrators shall be final, binding and conclusive upon the parties and their
respective administrators, executors, legal representatives, heirs, successors
an d permitted assigns.
13. Section Headings. Section headings are for convenient reference only and
shall not affect the meaning or have any bearing on the interpretation of any
provision of this Agreement.
14. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party hereto.
Upon any such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto will negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated by this Agreement are consummated to the extent possible.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
SELLER BUYER
GLOBETEL COMMUNICATIONS CORP. GOTHAM FINANCIAL, LLC
/s/ Peter Khoury /s/ John v. Maggi
-------------------------- ------------------------------
Peter Khoury John V. Maggi
CEO CEO
SCHEDULE 1
ASSETS
1) All inventory of stored value card and related products and services.
2) The 51% ownership interest in GlobeTel Ingedigit Financial Processing
Corp., d.b.a. - Power2Process (i.e., Partnership with Grupo Ingedigit).
3) All certifications, in-process or completed, including, but not limited
to, Payment Card Industry (i.e.,PCI), MasterCard, Verifone, etc.
4) All computer and information systems equipment in the "Cage" at the NAP of
the Americas and in Seller's offices - see list attached to this
Agreement.
5) Any and all other assets as agreed to by both Seller and Buyer as set
forth on Schedule 1A.
SCHEDULE 2
INTELLECTUAL PROPERTY
1) The perpetual license, at no cost to Buyer, of the Point of Sale (i.e.,
POS) Financial Processing software, including all upgrades and updates,
that was developed by Ingedigit and/or Seller;
2) All other financial management software programs with accompanying
documentation, including all upgrades and updates.
3) Root passwords, access codes and any other information needed to operate
the assets listed in Schedule 1.
4) Alexsam License Agreement.
5) RapidMoney License Agreement.
SCHEDULE 3
ASSUMED LIABILITIES
1) Lease or sub-lease of a portion of Seller's existing office space at 9050
Pines Boulevard, Pembroke Pines, Florida 33024 including the Power2Process
offices, under terms and conditions mutually agreed to by Buyer and
Seller, including all leasehold improvements, office furniture, fixtures,
telephone services, equipment and all other requirements to continue the
daily requirements and operation of the Business from the date of the
closing; approximately 5,000 square feet for a gross rental charge/expense
(including all overheads, utilities and real estate taxes) of
approximately $10,000.00 per month for the approximately remaining lease
term as per the lease terms set forth on the Lease attached hereto as
Exhibit 1, unless Buyer otherwise negotiates director with the Landlord
for such thereby relieving Seller of such obligations thereunder with
respect to approximately 5,000 square feet of space;
2) The lease for the "Cage" Space where Power2Process equipment resides at
the NAP of the Americas and auxiliary services as detailed in "List of
Services" as set forth below.
[***]
SCHEDULE 4
CONTRACTS
1) Travelex Currency Services, Inc. Agreement for Point of Sale Electronic
Funds Transfers dated November 1, 2005.
2) Commission Agreement with Rene Ferrer dated June 23, 2005.
3) Fidelity Express Agreement to provide the POS network for Travelex dated
January 6, 2006.
4) All current debit cards and BINS (Bank Identification Number) programs.
Stored Value Contracts
5) Business Agreement with Financial Software and Systems (P) Limited dated
November 4, 2005.
6) Bank ICA/BIN Sponsorship Agreement with Independence Bank dated January 5,
2006.
<< Previous Page | Next Page >>
New President Named for GlobeTel Wireless Europe GmbH
FORT LAUDERDALE, Fla. & BAD RAPPENAU, Germany--(BUSINESS WIRE)--Nov. 9, 2006--As part of the previously announced restructuring of its operations, GlobeTel Communications Corp. (OTC:GTEM) announced that Sigwald Leder was named President of GlobeTel Wireless Europe GmbH (GTWE), a subsidiary of the Company's GlobeTel Wireless division. Mr. Leder replaces Klaus Bonn, who left the Company on October 31.
Mr. Leder joined GTWE in October 2006, having previously worked with GlobeTel Wireless president Uli Altvater at Altvater GmbH Systementwicklung. He was a member of the system engineers group, where he designed and managed computer networks. Later, Mr. Leder formed his own company in which he built and managed networks for small and mid-sized businesses, and provided a suite a telephony services. He earned a Master's degree in Computer Science from the Universitat Karlsruhe, one of Germany's more notable technology research institutions. Currently, Mr. Leder is evaluating the projects under GTWE's management, including the current state of the Heilbronn network, and will make recommendations to GlobeTel management regarding future strategies and actions.
Peter Khoury, Chief Executive Officer, "Similar to the restructuring of other units within GlobeTel, the changes made within GTWE reflect our desire for increased efficiency, and to give us a stronger base of operations in Europe. Our changes within GTWE have been solely managerial in nature, and we look forward to continuing the operation of GTWE in Germany. I have the utmost of confidence in Siggy's capabilities, and believe his leadership will be valuable moving ahead."
About GlobeTel Wireless
GlobeTel Wireless focuses on the accelerated global deployment of advanced wireless networks and the delivery of cost effective broadband, mobile telephony and video services. Formerly called HotZone Wireless, GlobeTel Wireless uses its branded line of HotZone wireless products and services. The newly developed HotZone 4010 WiMax/WiFi wireless base station, created through many years of R&D, is able to provide more bandwidth for less money than other wireless solutions on the market. This solution allows clients to implement advanced voice services, high-speed Internet and quality video applications. It is the only integrated base station that combines the functionality of Wireless LAN, DECT and WiMax. Our proprietary wireless access points differ tremendously from other available Hot Spot installations, due to their extended range capabilities and ability to work inside and outside of buildings. This WiMax solution is completely scalable, has a point-to-point range of up to 35 miles and will work effectively with existing Wi-Fi end user equipment and future WiMax standards.
Certain statements in this release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecast," "project," "intend," "expect" "should," "would," and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (finance or operating) or achievements to differ from future results, performance (financing and operating) or achievements expressed or implied by such forward-looking statements.
CONTACT: GlobeTel Communications Corp., Fort Lauderdale
Robert Bleckman, Director of Investor Relations,
954-775-1427
I agree with you..the correlation between "bad news" and "buying opportunites" are viewed in relative fashion here...and heaven forbid you dispute it..you get deleted..right Frank?
HMSG Homeland Security Group International Renews Joint Venture Agreement With Recon Mountaineer LLC
Market Wire - August 1, 2006 6:08 AM (EDT)
DEL MAR, CA -- (MARKET WIRE) -- Aug 01, 2006 -- Homeland Security Group International (PINKSHEETS: HMSG) announced today that the company has renewed and extended its contractual agreement as joint venture partners with Oceanside, California-based Recon Mountaineer LLC.
Under the terms of the agreement, HMSG will continue to provide Recon Mountaineer with funding for production of the Combat Trauma Bag and all its variations. Recon Mountaineer will continue to design and manufacture combat load bearing equipment and ballistic vests and carriers for the United States Military.
"The Combat Trauma Bag has historically proven to be the backbone of our business," commented Colonel Jeffrey Powers USMC(Ret), CEO of Homeland Security Group International. "This has been a good marriage for us and has generated over $198k in revenues from sales of the Combat Trauma Bags to mostly military clients," concluded Powers.
ABOUT THE COMBAT TRAUMA BAG
American-made and battle tested, the Combat Trauma Bag (CTB) is Master Designed specifically to meet or exceed the demands and needs of first responder military field medical personnel. The CTB is manufactured in a brand of high quality, affordable and weatherproof 1000 denier Dupont Cordura material, yet designed for ease of wear and versatility of use. The CTB can be worn via a padded, "sling" style shoulder strap or waist belt system, as a standalone product or in conjunction with existing military rucksacks or other military outer wear.
FEATURES:
-- Ergonomically contoured
-- Secure side-squeeze locking system for shoulder strap or waist belt
-- Designed to attach to and complement existing military field products
-- Top and side zippered pockets with sliders for fast and easy access
-- Excellent American engineering
-- Made with Cordura, an abrasion-resistant nylon material, engineered for
durability, strength, lightness and easy care
ABOUT HOMELAND SECURITY GROUP INTERNATIONAL
Homeland Security Group International, Inc. (HMSG) (PINKSHEETS: HMSG) is a technology-based company with corporate headquarters in north county San Diego. HMSG's mission is to develop and commercialize technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that can be brought to market in a cost-efficient and timely manner. The Company has also entered into an alliance with Recon Mountaineer, LLC, (an Oceanside, CA.-based designer and manufacturer of military combat gear for the United States Armed Forces). The company has also partnered with GPS World Supply for the sale and distribution of GPS units with exclusive Iraq and Afghanistan databases. HMSG has also aligned itself with leading security firms to design and market surveillance systems for homeland defense security applications.
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made in this release contains all such information.
CONTACT INFORMATION:
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
Email Contact
HMSG Homeland Security Group International to Brief Congress on Anti-IED Technology and Lightweight Ballistic Armor Solutions
Market Wire - July 24, 2006 6:00 AM (EDT)
Jump to first matched term
Ballistic Division Completes Side Plate Carrier, Bids on Estimated $65 Million Dollar Contract
DEL MAR, CA, Jul 24, 2006 (MARKET WIRE via COMTEX) -- Homeland Security Group International (PINKSHEETS: HMSG) announced today that CEO Colonel Jeffrey Powers, USMC (Ret) and 1stSgt Mark Wilson, USMC (Ret) have been invited to return to Capitol Hill this week to brief key members of the House Armed Services Committee on the ARNISI ECM-1 Anti-IED device. While there, they will also be demonstrating the company's lightweight ballistic armor and new interoperable tactical radio communication system.
"This is a major breakthrough in our attempt to immediately field the ARNISI device in the current combat theater," commented Mark Wilson. "The technology has been proven and we welcome the opportunity to personally brief Congressmen on this important lifesaving device."
HMSG will be accompanied by representatives from FED-COMM USA who designed the ARNISI ECM-1 device and also by representatives from Trofholz Technologies, a new partner and designer of interoperable tactical radio communication solutions.
HMSG also announced today that their ballistics division has completed initial manufacture of the new side plate ballistic panel carrier. The carrier was designed specifically to respond to a need for side plate armor protection for military members as recently stated by the Department of Defense in numerous business solicitations. HMSG has partnered with Protective Enterprises LLC of Dulles, Virginia, to respond to a solicitation from the Marine Corps involving 180,000 panels and carriers. HMSG estimates the potential income from the contract to be in excess of $65 million.
ABOUT HOMELAND SECURITY GROUP INTERNATIONAL
Homeland Security Group International, Inc. (HMSG), (PINKSHEETS: HMSG) is a technology-based company with corporate headquarters in north county San Diego. HMSG's mission is to develop and commercialize technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that can be brought to market in a cost-efficient and timely manner. The Company has also entered into an alliance with Recon Mountaineer, LLC, (an Oceanside, CA.-based designer and manufacturer of military combat gear for the United States Armed Forces). The company has also partnered with GPS World Supply for the sale and distribution of GPS units with exclusive Iraq and Afghanistan databases. HMSG has also aligned itself with leading security firms to design and market surveillance systems for homeland defense security applications.
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made in this release contains all such information.
CONTACT INFORMATION:
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
Contact via http://www.marketwire.com/mw/emailprcntct?id=1AF2CBFC9D08B2A3
SOURCE: Homeland Security Group International
Copyright 2006 Market Wire, All rights reserved.
HMSG - Homeland Security Group International to Participate in Strong Angel III Integrated Disaster Response Demonstration
Monday July 17, 6:00 am ET
DEL MAR, CA--(MARKET WIRE)--Jul 17, 2006 -- Homeland Security Group International (Other OTC:HMSG.PK - News) announced today that the company will be participating in Strong Angel III to be held in San Diego, California, from August 20-26.
San Diego State University will host the Strong Angel Disaster Response Demonstration during August 2006 to pursue a design for community disaster response. The team is drawn from US government agencies, the military, First Responders, domestic and international humanitarian organizations, academia, and private volunteers. The Strong Angel III demonstration itself will consist of a complex series of tasks addressing challenges seen in the real world. The goal will be the establishing of a model of community resilience in the face of adversity.
"Strong Angel III is a demonstration of methods for improving disaster response within any community under pressure," commented Mark Wilson, 1stSgt USMC (Ret.), Director of Security Division, Homeland Security Group International. "Recent events like the tsunami in South East Asia, Hurricanes Katrina, Rita and Wilma, recent earthquakes, the prospect of an avian Flu outbreak and the constant vigilance needed to counteract possible terrorist activity make it very clear that communities must develop internal disaster response plans. Strong Angel III will look at tasks related to that goal," concluded Wilson.
HMSG plans to man a 24 hour mobile command post during the exercise consisting of satellite Internet and cellular communications, interoperable tactical communication systems, portable and mobile stand-alone cellular sites, physical security coordination and logistical support and disaster response command and control.
"We feel it is important that we participate in this exercise to demonstrate our product line consisting of cutting-edge technologies geared toward disaster response and also to share our experience and expertise learned during disaster relief efforts in the wake of hurricanes Katrina, Rita and Wilma," commented HMSG, CEO, Colonel Jeffrey Powers, USMC (Ret.)
ABOUT STRONG ANGEL III
Strong Angel III will be held in several locations near downtown San Diego, centered within the old Naval Recruit Training Center, now managed by the San Diego Fire Academy. The central site will include space for meeting areas, work areas, networking and communications equipment, and independent power and light. It will be staffed 24 hours a day. Over the course of a week, as the scenario unfolds, a team will conduct tasks to explore solutions proposed for lessons learned in Iraq, the South Asian tsunami response, and the aftermath of Hurricane Katrina. Each task is designed to improve the resilience of a community anywhere in the world that finds itself under multiple pressures and with little outside support. Some of these tasks will showcase cutting-edge technologies, products, and solutions from both the public and private sectors. Others will focus on the non-technical aspects of mutual aid, self-sustainment, and collaborative cooperation.
The tasks will address a range of technical and sociological topics including redundant power, adaptive communications, austere network conditions, mobile workers, cross-organizational collaboration, mesh networking, satellite services, ephemeral workgroups, geospatial information systems, rapid assessment techniques, shared situational awareness, cyber security, alerting tools, community informatics, machine-based translation for multi-lingual communication, and social network development.
The tasks reflect problems experienced by members of the Strong Angel team in the real world. All events will be documented. Media organizations are invited to observe, as are academic institutions with an interest in disaster management.
ABOUT HOMELAND SECURITY GROUP INTERNATIONAL
Homeland Security Group International (Other OTC:HMSG.PK - News) is a technology-based corporation based in north county San Diego. HMSG's mission is the development and commercialization of technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that is being brought to market in a cost-efficient and timely manner. The Company has an alliance with Recon Mountaineer, LLC, (an Oceanside, Calif.-based designer and manufacturer of military combat gear for the United States Armed Forces). The company has partnered with leading security firms to design and market surveillance systems for homeland defense security applications.
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made in this release contains all such information.
Contact:
Contact:
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
Toll free 800-544-7795
--------------------------------------------------------------------------------
Source: Homeland Security Group International
HMSG - Homeland Security Group International Ballistics Divsion Prepares Bid for Side-Armor Ballistic Carrier Solicitation
Monday July 10, 6:00 am ET
DEL MAR, CA--(MARKET WIRE)--Jul 10, 2006 -- Colonel Jeffrey A. Powers, CEO of Homeland Security Group International, Inc. (Other OTC:HMSG.PK - News) announced today that the company is preparing a bid in response to a request from the United States Marine Corps for side armor ballistic inserts and carriers.
"Based on the needs of the Marine Corps as stated in a solicitation notice posted on June 21, 2006, and amended on July 7th, the US Marine Corps intends to purchase in excess of 90,000 sets of Enhanced Side Ballistic Inserts and Carriers. We are confident that this material can stop multiple strikes from 7.62 high velocity rifle rounds and will pass the government's mandatory requirement for HP White standards," commented Colonel Powers. "Working with our joint venture partners Recon Mountaineer and Protective Enterprises LLC, we have designed the new side armor protection carrier to facilitate the wearing of our plates. We are confident that we have the manufacturing capability to meet the government's need for side armor plates as stated in the solicitation. We believe our pricing and quality of product is exactly what Marine Corps Systems Command is looking for. We are also days from completing the prototype of a drastically new outer vest to compete with the current interceptor vest," concluded Powers.
HMSG expressed immense pleasure from positive feedback received from it recent product demonstration held on live television. "Since the television program we have spoken to key representatives on the Armed Services Committee and have met with military leaders who want to get our technology on the ground and protecting our troops immediately. There is no doubt that our products are needed NOW," commented Mark Wilson, Director of HMSG Security Division. "We have seen a spike in wounds caused by rounds and shrapnel impacting the body where there is no armor coverage. The side armor problem is one that needs to be addressed immediately, and we have the solution. We also have technology designed to defeat Improvised Explosive Devices (IEDs). We have demonstrated this technology for the legislators and they know our product works and we are serious about saving lives. We have now shown our technology to the people that can get it in the hands of our troops."
The company said they will meet the Government's 25 July deadline for submission of bids for the current Marine Corps solicitation.
About Homeland Security Group International
Homeland Security Group International (Other OTC:HMSG.PK - News) is a technology-based corporation based in north county San Diego. HMSG's mission is the development and commercialization of technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that is being brought to market in a cost-efficient and timely manner. The company has partnered with leading security firms to design and market surveillance systems for homeland defense security applications.
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made that this release contains all such information.
Contact:
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
Email Contact
http://www.HSTINC.us
--------------------------------------------------------------------------------
Source: Homeland Security Group International
"Life is not measured by the number of breaths we take,
but by the moments that take our breath away."
Don Knotts (Barney) was turned into a fish and battled the Nazi's in WWII..1964
I think "The Incredible Mr Limpet" ended up marrying one..
I think "The Incredible Mr Limpet" ended up marrying one..
they'll bite on almost anything..they're hard to clean too..
Al Gore did all his research on Global Warming via the Internet...right after he invented it..
"Now Murtha is back, talking sense about the recently disclosed killing of Iraqi civilians by a group of Marines out to avenge the death of a comrade. The case against the Marines is strong, and if true it is inexcusable, but it is not inexplicable." It's Murtha's comments that are "inexcusable."
your inarticulate welcome becomes your status as a liberal lemming..think for yourself.
George Soros is an obstacle himself..
Rush is turning into a real hardened criminal..
HMSG - Homeland Security Group Announces Successful Product Demonstration
Wednesday June 21, 6:00 am ET
DEL MAR, CA--(MARKET WIRE)--Jun 21, 2006 -- Homeland Security Group International, Inc. (Other OTC:HMSG.PK - News) is pleased to announce to its stockholders that the company conducted a successful product demonstration for Media, Law enforcement, Military and Congressional representatives on 20 June, 2006. The product demonstration was conducted at the San Diego Regional Firearms Training Center and was broadcast live on KUSI Television's "Good Morning San Diego" program. During the program segments HMSG showcased and demonstrated the ballistic capabilities of their new, lightweight, ballistic Small Arms Protective Insert (SAPI) plates, state-of-the-art laser marksmanship training device, PowerShield safety and security glass laminates and various versions of their Combat Trauma Bag. In addition, the company demonstrated technology designed to enhance communications between emergency responders during disasters. The company also discussed the threat to US and Coalition Forces posed by Improvised Explosive Devices (IEDs) in Iraq and Afghanistan and demonstrated the ARNISI ECM-1 technology designed to defeat detonators on these devices.
"Our products were very well received and distinguished invitees left convinced that we can do exactly what we said we could. They now know that we don't just talk the talk, we walk the walk," commented Colonel Jeffrey A. Powers USMC (Ret), CEO of HMSG.
During the demonstration HMSG highlighted the company's lightweight ballistic armor and conducted an unscientific ballistic test for the live television audience. Marksmen fired at the new Small Arms Protective Inserts (SAPI) from 25 yards with a variety of friendly and threat weapons and ammunition. The SAPI plates survived all impacts with not one penetration.
HMSG has been invited to follow-on meetings later this week with representatives of the Chairman of the House Armed Services Committee. The purpose of those meetings will be to discuss the results of the demonstration and establish procedures for advancing a timetable aimed at equipping Soldiers, Sailors, Marines and Airmen with equipment introduced during the demonstration.
HMSG was joined at the demonstration by five of their joint venture companies: Recon Mountaineer, LLC, Protective Enterprises LLC, FED-COMM USA, HanitaTek and Rovatec.
"To say we are pleased with the way our products performed would be an understatement," continued Powers. "This demonstration was a phenomenal success and we were able to convey to the attendees the high level of focus that is needed on these products. We definitely have their attention now," concluded Powers.
Interested parties can view a segment of the program by clicking on the following link or pasting the link into their browser: http://www.kusi.com/news/goodmorning/3196926.html
ABOUT HOMELAND SECURITY GROUP INTERNATIONAL
Homeland Security Group International (Other OTC:HMSG.PK - News) is a technology-based corporation based in north county San Diego. HMSG's mission is the development and commercialization of technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that is being brought to market in a cost-efficient and timely manner. The Company has an alliance with Recon Mountaineer, LLC (an Oceanside, Calif.-based designer and manufacturer of military combat gear for the United States Armed Forces). The company has also partnered with FED-COMM USA of Escondido, Calif. (Anti-IED Technology), Protective Enterprises LLC of Dulles, Virginia (Lightweight Ballistic Armor), Police Training Consultants LLC of Sisters, Oregon (Military and Law Enforcement Training), and Guardian Solutions Inc. of Bradenton, Florida (to design and market surveillance systems for homeland defense security applications).
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made that this release contains all such information.
Contact:
Contact:
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
http://www.hstinc.us
or
PMR and Associates, LLC
Patrick Rost
858-350-0409 (Investor Relations)
Email Contact
--------------------------------------------------------------------------------
Source: Homeland Security Group International
HMSG Homeland Security Group Adds Additional Products to Live Television Demonstration
Market Wire - June 19, 2006 6:08 AM (EDT)
DEL MAR, CA -- (MARKET WIRE) -- Jun 19, 2006 -- Jun 19 2006 -- Colonel Jeffrey A. Powers USMC (Ret), CEO of Homeland Security Group International, Inc. (PINKSHEETS: HMSG) announced today that the company will add additional products to their scheduled demonstration on June 20, 2006 on KUSI Television's "Good Morning San Diego" program. Scheduled air times for the Homeland Security Group segments are 6:30 am, 7:10 am, 7:45 am and 8:30 am. During the program segments HMSG will showcase and demonstrate the ballistic capabilities of their new, lightweight ballistic Small Arms Protective Insert (SAPI) plates, state-of-the-art laser marksmanship training device, PowerShield safety and security glass laminates and various versions of their Combat Trauma Bag.
Powers said the company will also demonstrate technology designed to enhance communications between emergency responders during disasters. "Interoperability of communications during disaster response has always been a major problem," explained Powers. "Municipal Fire and Police agencies need the ability to communicate effectively with State and Federal responding agencies. One of the solutions we will demonstrate on Tuesday gives first responders the tool to do just that. We will be introducing a system that links cellular phones, hand-held digital radios and other radios into one cohesive system."
The company will also discuss the threat to US and Coalition Forces posed by Improvised Explosive Devices (IEDs) in Iraq and Afghanistan. HMSG and FED-COMM USA have introduced the ARNISI ECM-1 technology designed to defeat detonators on these devices.
"Due to the sensitive nature of our Anti-IED technology, it is important that we don't show the bad guys how we are going to defeat their bombs," commented HMSG CEO Jeffrey Powers. "We have invited local military and law enforcement and Congressional leaders to attend the demonstration and receive off-the-air briefings and demonstrations on the latest technology available to defeat roadside bombs," concluded Powers.
HMSG will be joined by three of their joint venture companies: Recon Mountaineer, LLC, Protective Enterprises LLC, and FED-COMM USA. The demonstration will be held at the San Diego Regional Firearms Training Center.
Interested parties can receive more information about the demonstration by calling (858) 436-2480.
ABOUT KUSI TELEVISION
KUSI is a true independent television station competing with nine network affiliates (including Spanish language stations and PBS). Its independence allows KUSI to be 100% local, able to break at any time for important news stories. Already more than seven and one half hours a day are dedicated to local news on weekdays, and four and one half hours a day on weekends. Plus, KUSI features live newsbreaks every hour between newscasts, so viewers are never more than thirty minutes away from the latest breaking news stories.
ABOUT HOMELAND SECURITY GROUP INTERNATIONAL
Homeland Security Group International (PINKSHEETS: HMSG) is a technology-based corporation based in north county San Diego. HMSG's mission is the development and commercialization of technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that is being brought to market in a cost-efficient and timely manner. The Company has an alliance with Recon Mountaineer, LLC (an Oceanside, Calif.-based designer and manufacturer of military combat gear for the United States Armed Forces). The company has also partnered with FED-COMM USA of Escondido, Calif. (Anti-IED Technology), Protective Enterprises LLC of Dulles, Virginia (Lightweight Ballistic Armor), Police Training Consultants LLC of Sisters, Oregon (Military and Law Enforcement Training), and Guardian Solutions Inc. of Bradenton, Florida (to design and market surveillance systems for homeland defense security applications).
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made that this release contains all such information.
Contact:
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
http://www.hstinc.us
PMR and Associates, LLC
Patrick Rost
858-350-0409 (Investor Relations)
Email Contact
HMSG Homeland Security Group International Schedules Live Television Product Demonstration
Market Wire - June 8, 2006 6:08 AM (EDT)
DEL MAR, CA -- (MARKET WIRE) -- Jun 08, 2006 -- Colonel Jeffrey A. Powers USMC (Ret), CEO of Homeland Security Group International, Inc. (PINKSHEETS: HMSG) announced today that the company has scheduled a product demonstration for June 20, 2006 on KUSI Television's "Good Morning San Diego" program. Scheduled air times are 6:30 am, 7:10 am, 7:45 am and 8:30 am. During the program segments HMSG will showcase and demonstrate the ballistic capabilities of their new, lightweight ballistic Small Arms Protective Insert (SAPI) plates. The company will also demonstrate a new, state-of-the-art laser marksmanship training device, PowerShield security glass blast mitigation laminates and various versions of their Combat Trauma Bag.
The company will also discuss the threat to US and Coalition Forces posed by Improvised Explosive Devices (IEDs) in Iraq and Afghanistan. HMSG has been working hard on technology aimed at defeating detonators on these devices.
"Due to the sensitive nature of this technology, we won't be showing the bad guys on live TV how we intend to defeat their bombs," commented HMSG CEO Jeffrey Powers. "We will invite local military and law enforcement leaders to attend the demonstration and receive off-the-air briefings and demonstrations on the latest technology available to defeat these weapons," concluded Powers.
HMSG will be joined by three of their joint venture companies: Recon Mountaineer, LLC, Protective Enterprises LLC, and FED-COMM USA. The demonstration will be held at the San Diego Regional Firearms Training Center.
Interested parties can receive more information about the demonstration by calling (858) 436-2480.
ABOUT KUSI TELEVISION
KUSI is a true independent television station competing with nine network affiliates (including Spanish language stations and PBS). Its independence allows KUSI to be 100% local, able to break at any time for important news stories. Already more than seven and one half hours a day are dedicated to local news on weekdays, and four and one half hours a day on weekends. Plus, KUSI features live newsbreaks every hour between newscasts, so viewers are never more than thirty minutes away from the latest breaking news stories.
ABOUT HOMELAND SECURITY GROUP INTERNATIONAL
Homeland Security Group International (PINKSHEETS: HMSG) is a technology-based corporation based in north county San Diego. HMSG's mission is the development and commercialization of technology focused on providing increased security for both civilian and military personnel throughout the world. Under the leadership of Colonel Jeffrey A. Powers, USMC (Retired), HMSG has assembled a portfolio of technology and services through alliances with established defense-related companies and through internal development that is being brought to market in a cost-efficient and timely manner. The Company has an alliance with Recon Mountaineer, LLC (an Oceanside, Calif.-based designer and manufacturer of military combat gear for the United States Armed Forces). The company has also partnered with FED-COMM USA of Escondido, Calif. (Anti-IED Technology), Protective Enterprises LLC of Dulles, Virginia (Lightweight Ballistic Armor), Police Training Consultants LLC of Sisters, Oregon (Military and Law Enforcement Training), and Guardian Solutions Inc. of Bradenton, Florida (to design and market surveillance systems for homeland defense security applications).
This press release contains forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements include risks and uncertainties that may cause the company's plans to change and are in no way intended to guarantee that the company will be successful in executing its plans. HMSG's common stock currently trades on the over-the-counter "Pink Sheets" under the symbol "HMSG." This press release in no way constitutes any recommendation regarding the securities of HMSG or its affiliates. Any person reading this press release is advised that this release should be considered in light of all facts and circumstances regarding the business and financial condition and prospects of HMSG, and no inference is made that this release contains all such information.
Homeland Security Group International
Colonel Jeffrey A. Powers
858-436-2480
Email Contact
http://www.hstinc.us
or
PMR and Associates, LLC
Patrick Rost
858-350-0409 (Investor Relations)
Email Contact
Mide, thanks for all your efforts and input..got a question for you..is there any possiblity you could ask IR to give us a written response to our questions for posting on IHUB? It will give those of us that cannot attend the meeting an opportunity to still have these answers first hand..I'm not real familiar with the protocol..just a thought..thanks
=
Mide any chance you could post the assembled list of questions? sure would appreciate it..or email to stevegurgon@verizon.net..thanks Mide
thats what I'm thinking..an "updated version of the satellite network"..our Strat..
interesting exerpt from the Murdoch article...my bold
"TRIPLE-PLAY BUNDLE. One company executive says the review has been under way for more than a year. "It's a real competitive issue," the exec says. Possible solutions include an updated version of the satellite network that would carry faster data signals in two directions, instead of just one. The current one-way system is great for downloading huge files, but users can send only a trickle of information in the other direction, which makes it impossible to compete with two-way systems like cable and digital subscriber lines (DSL) from the phone companies."
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hate to tell you Low..but thats a Crosby Stills & Nash tune..maybe.. "Can't Always Get What You Want" by the Stones would apply...." but if you try sometimes, you find, you get what you need".
yea..just seen that on their site..any interpreters??