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Entry into a Material Definitive Agreement, Change in Directors or Principal
Item 1.01 Entry into a Material Definitive Agreement.
On August 24, 2012, Arcis Resources Corporation (the "Company"), and its wholly-owned subsidiary Mobile Fluid Recovery, Inc. ("MFR"), entered into an agreement for the purchase and sale of assets (the "Purchase Agreement") with Sustainable Innovations, LLC ("SI"), and on August 28, 2012, the Company, MFR and SI entered into amendment No. 1 thereto (as amended, the "Purchase Agreement"). Pursuant to the Purchase Agreement, on August 29, 2012 (the "Closing Date"), MFR sold to SI substantially all of its assets, for a purchase price of $524,881 (including $112,272 in assumed liabilities).
In connection with the Purchase Agreement, on August 24, 2012, the Company and MFR entered into a covenant not to compete (the "Non-Competition Agreement") with SI. Pursuant to the Non-Competition Agreement, the Company and MFR agreed, for a period of five years commencing on the Closing Date, not to engage in certain activities competitive with the business of MFR sold to SI under the Purchase Agreement, as it relates to the patents sold under the Purchase Agreement, in the continental United States.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2012, Kenneth A. Flatt, Jr. resigned as chief executive officer and director of the Company.
On September 28, 2012, Trevis Lyon resigned as president, chief operating officer and director of the Company.
On October 8, 2012, Robert DiMarco, 45, was elected chairman, interim chief executive officer, president and chief operating officer of the Company. Mr. DiMarco has been a director and Executive Vice President of the Company since July 2011. From 2007 to date he has served as President of GSA Energy, Inc. Since 2003, Mr. DiMarco has also been engaged as President and Owner of Global Services Advisory, which provides business consulting services to an international clientele. From 2002 to 2007, Mr. DiMarco was employed as President of Cinema Ventures Group, which was involved in pre-sales, licensing and distribution of media assets. From 1997 to 2001, Mr. DiMarco served as President and CEO of West Palm Beach Tech/eActive, which distributed research, search and media compression products. From 1999 to 2001, he was a Partner in F.E.M. Entertainment, Ltd., which was engaged in content licensing. In 2001, Mr. DiMarco was convicted of one count of conspiracy to commit securities, mail and wire fraud in the United States District Court for the Middle District of Florida, based upon his involvement in the trading of a penny stock in 1996 and 1997. As a result of that conviction, in 2004 the Securities and Exchange Commission entered an order barring Mr. DiMarco from association with a broker or dealer or from participating in the offering of any penny stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
2.1 Purchase Agreement
2.2 Amendment No. 1 to Purchase Agreement
10.1 Non-Competition Agreement
Any little buying pressure will send up fast. I just don't see it being a good sign when they don't answer my emails and going to pink sheets.
Don't bother gone to pinks now no one answers there emails. Save your money.
Again tried to get a hold of Robert Dimarco only received one response. I asked when is the 10q coming out. His words:It will not be a q it will be a 10 and per the rules will be out at the end of 1st qtr. Thank you.
That's it.
His email: r.dimarco@vzw.blackberry.net
Good luck
Not looking good ARCS now pink sheets.
Got a response from Dimarco tried ask more questions with no reply. Anyone else want to try here is his email...
To me he doesn't give a Sh#t about his investors.
Read below
It will not be a q it will be a 10 and per the rules will be out at the end of 1st qtr. Thank you.
Sent from my Verizon Wireless BlackBerry
From:
Date: Tue, 6 Mar 2012 15:14:12 +0000 (UTC)
To: r dimarco<r.dimarco@vzw.blackberry.net>
Subject: Re: Investor
Just an investor who put his faith in your company and bought last year. Just waiting for the 10Q to come out.
Also, with all this good news strange that ARCS is at now 28 cents.
An investor,
From: "r dimarco" <r.dimarco@vzw.blackberry.net>
To:
Sent: Monday, March 5, 2012 3:01:00 PM
Subject: Re: Investor
Who is this?
Sent from my Verizon Wireless BlackBerry
From:
Date: Mon, 5 Mar 2012 19:45:20 +0000 (UTC)
To: <Info@Arcisresources.com>
Subject: Investor
Hi I'm an investor when is Quarterly report coming out?
Would be nice if the email actually worked also the phone number I called went straight to voice mail.
Quarterly report for ARCS due any day now...
Bid.57 Ask.60 Good sign Bid/Ask getting closer.
Arcis Resources Corporation Signs Consulting Agreement With Certified Constructors Services, Inc.
Another reason why I think were going up...
http ://www.linkedin.com/in/robertdimarco
Robert Di Marco's Overview
Current
Executive Vice President - International Operations / Board Member at Arcis Resources Corporation
President at Arcis Energy Inc.
Managing Director at GSA International Group LTD
Past
Managing Partner at GSA ENERGY, LLC
Partner/ Board Member at Cinema Venture Group
Board Member, Owner at GPR Communications
Robert Di Marco's Summary
Robert Di Marco (44) Managing Director of GSA International Group LTD. GSAI was formed in 2010 as a holding company for the GSA group of companies. GSAI currently owns stake in and/or operates the following corporations: Arcis Resources Corporation (OTC: ARCS), Arcis Energy, GSA Energy, GSA Trading Ghana Ltd, Government Services & Advisory, Global Services & Advisory LLC, GSA Capital, American Plant Services, Mobile Fluid Recovery, Gulf Coast Energy Distribution. Mr. Di Marco has overseen the Company since its inception.
Mr. Di Marco was the founder of Global Services Advisory, which began in 2002 f/k/a Knight Consulting Group, an international sourcing and consulting company. He has served as CEO at GSA, steering the Company to constant growth and innovation in international markets and industrial commodities. Since 2002, Mr. Di Marco has grown GSA from a start-up consulting and product sourcing business, to a global holding company with operations in Energy and Oil, Natural Resources, Import & Export, Finance Environmental and Industrial Services. Robert’s vision and business acumen have allowed a 20 year entrepreneurial career initially as a commodity trader with Univest, trading metals and then Currencies. His career then advanced to the equity markets, international finance & banking, technology and global sourcing/import-export. Robert’s leadership, vision and determination have enabled him to seize market opportunities, trends and leverage them quickly in good economies and bad. While President of Viking Investment/IHC Holdings, was instrumental in the precedent setting reorganization of Standard Oil of Delaware into American Resources and the Acquisition and Merger of Southern Gas, including acquisitions of Gulf Platforms and Natural Gas Pipelines in North America, setting reorganization trends throughout the energy sector. Robert's tenacity and willingness to address tough issues head on has earned him respect and high regard.
Robert Di Marco's Experience
Executive Vice President - International Operations / Board Member
Arcis Resources Corporation
July 2011 – Present (8 months) Birmingham, Alabama
I agree its a low float but would like to know current float. I also like the short interest now. Good sign.
ARCS Security Details
Share Structure
Market Value1 $18,444,210 a/o Feb 06, 2012
Shares Outstanding 29,046,000 a/o Nov 21, 2011
Float 5,515,000 a/o Jul 15, 2011
Authorized Shares 200,000,000 a/o Nov 12, 2010
Par Value 0.001
Shareholders
Shareholders of Record 34 a/o Apr 15, 2011
Short Selling Data
Short Interest 0 (-100%)
Dec 30, 2011
Significant Failures to Deliver No
Transfer Agent(s)
Island Stock Transfer
There trying to make this unattractive again with this wide Bid/Ask spread.
Hi all new to this board.
Been in since last August tried to email info@arcisresources.com to get more info with no luck. Doesn't work. They need investor relations. So far this company looks solid just need more info.
StockNemesis
Freakin Scottrade won't let me trade WAVE I have to call it in....
Anyone else have this problem?
Arctic Oil and Gas Provides Update on Financing of Norton Sound/Onshore Placer Gold Projects in Alaska
* Wednesday January 7, 2009, 4:00 pm EST
LAS VEGAS, NV--(MARKET WIRE)--Jan 7, 2009 -- Arctic Oil and Gas Corp. (the "Company") (Other OTC:AOAG.PK - News) today released an update on financing arrangements currently underway for their Norton Sound and Onshore Placer Gold Mining Projects in Nome, Alaska which is scheduled for development in 2009.
$250 million Gold Mine Financing
The Company management and JV Partners RE Shell Group/Concha Holdings have begun actively seeking financing arrangements since first announcing their unique $250 million forward gold offering at $500 per ounce to qualified investors, banks, and institutions. The company is pleased to announce that, beginning on Friday, December 9, 2009, management will be making the first of several presentations to potential institutional buyers who have expressed interest in the gold offering.
NI 43-101 Compliant Reserves Report
The Company's geologist Jim Halloran, a widely respected independent geologist with intimate knowledge of the placer deposits of Nome and Alaska alluvial gold regions, is currently preparing a new NI 43-101 compliant reserves report to provide additional investor security to the forward gold purchase offer. The report is based on data and drill sample results of Nome offshore placer deposits extending into AOAG's lease application areas taken from ship-based sampling campaigns conducted by the JV Partners, Westgold and others. The company expects to have the report in hand by mid February.
Gold Dredge Construction:
The West Coast shipyard which previously built dredges designed by the JV group has construction schedule openings and is ready to commence new dredge construction immediately when funds are available. The additional dredges will allow for the production of up to 300,000 more ounces gold annually at a cost of $200-$300 per oz.
Reporting Status
The company anticipates having all SEC filings brought current by March 2009 and has initiated the financial auditing process with their certified accountants.
About Arctic Oil and Gas
Arctic Oil and Gas Inc. is focusing on its gold reserves by pooling its Norton Sound OCS applications of which it is an 80% equity partner into the new 50%-50% profit-sharing joint venture with the R.E Shell Trust, a long-established gold dredging-engineering group, whose principals have produced millions of ounces of gold utilizing suction-cutter ocean going dredges of their own design. The JV partners intend to finance and develop two or more large-scale placer mines starting on the JV granted State leases, commencing gold production in 2009-2010.
Additional placer gold prospects are being sought in warmer Pacific regions accessible by sea, in order to utilize the planned offshore gold dredges during the Alaska winter months when ice prevents mining operations.
JV PLACER GOLD; 2009-2010 PRODUCTION PROJECTS.
Norton Sound Alaska Oceanic Placer Gold Project; OCS 720 square mile Leases Application and 2,000 acre Granted State Waters Leases. With 5-10 million ounce Gold placer resource potential at 250,000 - 500,000+ ounces per year production rate.
Denali Placer Gold Project; Alaska Onshore fully permitted Claims with approximately 500,000 ounce drill indicated reserves and 400 yard per hour dredge mining equipment already on site. With plans to upgrade production equipment to a 100,000 ounces per year operation in 2009.
OIL-GAS: The Company and partners have speculative Claims and lease applications over four areas with proven and potential oil and or gas reserves. The Company believes that in the future the oil price will rise to levels which will justify their development.
Please visit www.arcticoag.com
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Actual results may differ from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks associated with resource exploration risks related to competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, commercial agreements, acquisitions and strategic transactions, government regulation and taxation. More information about factors that potentially could affect AOAG's financial results is included in its filings with the Securities and Exchange Commission.
Contact:
Contact:
Peter Sterling
323-356-7777
Email Contact
http://finance.yahoo.com/news/Arctic-Oil-and-Gas-Provides-iw-13995190.html
Thats funny I tried to pick up 40k shares @ a penny. Not easy to buy...
Hi all, thinking of picking up some shares. I cant remember seeing 7 mil as outstanding shares especially at this price. Whats the updated float & authorized?
Thanks
Thanks
3respalm who do you use for level 2 quotes. Scottrade doesn't do level 2 for pennies.
DAM .029 Ask
Whats up all just got in @ the close. eom
U.S. stock futures halted after following Asia plunge
NDICATIONS
U.S. stock futures halted after following Asia plunge
Futures can't go any lower
By Steve Goldstein & Kate Gibson, MarketWatch
Last update: 9:19 a.m. EDT Oct. 24, 2008
Comments: 981
NEW YORK (MarketWatch) -- U.S. stock futures pointed to another monumental beating on Friday - with leading contracts falling as much as rules allow -- as a plunge in stocks around the global reignited thoughts of worldwide recession.
"Global sovereign debt markets are sharply higher, as equities crash under heavy, panicked, forced selling pressure ahead of month-end next week. U.S. stock index futures are trading limit down on massive deleveraging," said analysts at Action Economics.
Kate Gibson is a reporter for MarketWatch, based in New York
http://www.marketwatch.com/news/story/us-stock-futures-fall-most-they39re/story.aspx?guid={C3EECFD2-9B1D-4B8F-B940-CC65DA05D05C}&dist=hplatest
Naive no. I don't own any shares nothing to gain. I know you want to make your $ you will say everything negative and not point out any positives. Like they are still with Kwikset. Who is the cheer leader now your just on the other team betting against. Anyway who said BMRX is worth 40 cents it was a spike. Coming from some one who can dish it out but when asked a question you get none of your business. LOL
EOM
Went to Home Depot today SmartScan is now $149 from $199. Check out the web site now selling SmartScan "Receive a free matching Chelsea Handleset valued at $88.31".
Just a bunch of BS from someone s claiming to short and will say anything negative to scare investors. Not telling both sides of the story.
Delusions on your massive dilution right now that comment is on life support. Come on hard facts not opinions. Good try though...
"Duck and Cover" oh wait BMRX is up 2 cents. LoL
Later Skippy...
Out with a small loss for now following ONCO's pattern. I'll have to look for another entry point MM's messing with this one. With earnings .009 per share, com on BDRR is ridiculously under valued... Happy trading.
StockNemesis
MMs are not going scare me out of my position @.011
I am in guys 11:37 @ .011 and the ask is .013?
Whats up people new here. Buying some tomorrow BDRR seems to me under valued in my opinion, anyone? Received a email today from IR:
Current Share structure,
Float 34,750,000
Restricted 20,866,204
Outstanding 55,616,204
Authorized 200,000,000
I do believe this number will increase some do to some equipment financing.
The company is operating profitable now based on debt re-capture on the
financials. Cash flows are slightly negative right now but improving due to
reduction of debt. The company is having to weather a rough period after the
acquisition of Lumar Imaging due to the fact that they did not receive the
accounts receivables. The company should however be operating profitable
once the recent accounts receivables are paid.
I am not aware of any lawsuits.
Warm regards,
Chad C. Sykes
President and CEO
www.numarketsolutions.com
Numarket Solutions, Inc.
Phone: 713-750-9066
Fax: 866-504-1127
chad.sykes@numarketsolutions.com
Skype: numarketsolutions
Yahoo IM “Charlatanme”
Much appreciated.
Must appreciated Clay just waiting for an entry point for DORB...
Whats up Clay? DORB
Whats up all been watching for a couple months how is BDRR @ a penny with a net income of .009 a share in the last 12 months? Anyone
StockNemesis
Thanks
Can you short pennies too?
Whats up Matador new to Penny Gamblers who do you use for level 2 quotes? Scottrade doesn't do pennies. Thanks
StockNemesis
Shorting is not the issue either betting with or against a stock doesn't mean anything to me. It's when you make statements and can't back it up. Like where is the lawsuit he claims. Then he disappears into the woodwork or just ignores the question. No proof not even a link nothing.