David~truly I hope you are right, and no offense taken with no offense is offered <g>
"...Syd might prove you wrong and no offense, but I hope he does, for my pocket book's sake."
I understand, being underwater here as well but personally, I wouldn't touch this one with a ten foot pole until the forward looking statements have substance (money, contracts and working systems in play etc.)
I would venture to guess than I am probably the oldest follower of the company and to say I have seen this all before would be an understatement... and THEN some...
If you will bear with me and follow the exercise of looking at their PR (stories stories and more stories IMO) let's see what is really up...
1) Signs Letter of Intent to Acquire New Automated Transportation Management System -ATMS-
"intent", not a done deal ...as the acquirer of this "new" system, how do they pay? Certainly not with cash! Back to issuing shares I would guess. Now if a viable system, was ARSW the only interested party and if not, why go with a proven (IMO) lame company struggling for their very existence? If the technology were so good there would have chosen another acquirer, no?
2) a letter of intent with MISCG Ltd. and Bell Tracy, Ltd. to acquire the exclusive rights to their state of the art technology
then we read further to find acquired = exclusive rights... what that means, territories involved etc. are all unknowns and IMO not worthy of pursuing at this stage as intent is intent ... see #1 above, not a done deal!
Has anyone, David, perhaps yourself? tried to find info on MISCG Ltd. and Bell Tracy, Ltd.? Again, nothing I would pursue at this early stage, but how did the business titans (<jk>) find each other? hmmmmm?
3)ARS's procurement of this new technology will establish an unparalleled opportunity for ARS to expand on the Automated Transportation Management System (ATMS) technology existing unit sales and reoccurring revenues. This innovative technology is new to the market and already has major customers lining up to subscribe
Pa-Leze... give me a break! ...perhaps IF procured but (see #1 intend = not a done deal) but even that qualifier pushes the extremes of "Forward-looking statements" IMO... I mean, an unparalleled opportunity for ARS to expand on the Automated Transportation Management System (ATMS) technology existing unit sales and reoccurring revenues. This innovative technology is new to the market and already has major customers lining up to subscribe" ...unparalleled opportunity? to expand on the Automated Transportation Management System (ATMS) technology existing?? <<which didn't produce a dime of revenue lol and ...doesn't this business plan "sound" similar to the pasts apparent failed business model? and finally, major customers? lining up to subscribe??? sorry, but anyone can say anything and in this case it appears they have a very creative PR department producing these "Forward-looking statements"
They have in truth, if you pick this apart, said nothing. And THAT is only the first paragraph (groan!)
4) The Timing could not be better to embark on this new technology
I am going to stop here, I feel this is a waste of time as seeing the above, I fear they are really saying the previous products have yet to produce revenue so why not toss another hat into the ring and "hope" something pans out <g>
really, Timing could not be better? I guess they didn't already have their hands full making so much money (revenue) hand over fist (lol)
Any investor is able to read this for what it is worth... so let the pump begin and the story run its course. SHOW ME THE MONEY but stop already with these fluff pieces of "Forward-looking statements"
---------------------
Now it appears Syd has been busy diluting (IMO what's new lol)
8k April 24, 2003
http://www.gonow.com/filing.php?repo=tenk&ipage=2123614&doc=1&total=&back=2&g=&a...
April 24, 2003, the registrant and the registrant's wholly-owned subsidiary, ARS Products Inc., and HMM Capital Holdings, Inc. executed that certain Plan and Agreement of Triangular Merger. Pursuant to the Plan, the stockholders of HMM Capital desired to cause the merger of HMM Capital with and into ARS Products, and receive shares of the common stock of the registrant, par value $0.0001 per share (the "ARSN Stock") in exchange for all of their shares of the common stock of HMM Capital, par value $0.0001 per share (the "HMM Capital Stock"). ARS Products shall be the Surviving Corporation (the "Surviving Corporation").
The effective date of the Merger shall be the date of the filing of Articles of Merger for HMM Capital and ARS Products in the states of Delaware and Nevada.
The stockholders of HMM Capital currently own 10,000,000 shares of the HMM Capital Stock, which shares constitute all of the issued and outstanding shares of the capital stock of HMM Capital. As a result of the Merger, the stockholders of HMM Capital shall be entitled to receive, in exchange for all of their HMM Capital Stock, 10,000,000 shares of the ARSN Stock. The presently issued and outstanding shares of the ARS Products Stock shall be retained by its current stockholder, ARSN, following the Merger, so that following the Merger, ARSN will continue to own 100 percent of the issued and outstanding shares of the ARS Products Stock.
The Certificate of Incorporation and Bylaws of ARS Products existing on the effective date of the Merger shall continue in full force as the Certificate of Incorporation of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.
Item 7. Financial Statements and Exhibits.
Financial Statements.
None. Financial statements with respect to HMM Capital will be filed within the time permitted by the regulations of the Securities and Exchange Commission, inasmuch as such financial statements have not been completed as of the date hereof.
(see Exhib 10.1)
(c) When this Plan of Merger shall become effective, the separate existence of HMM Capital shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of HMM Capital and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger
--more--
http://www.gonow.com/filing.php?repo=tenk&ipage=2123614&doc=3&total=10&back=2
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8k filed on 04/29/2003
http://www.gonow.com/filing.php?repo=tenk&ipage=2122709&doc=1&total=&back=2&g=&a...
Item 2. Purchase or Disposition of Assets.
On April 22, 2003, the registrant's and the registrant's wholly-owned subsidiary, ARS Products Inc., and Majestic Refilter, Ltd. executed that certain Plan and Agreement of Triangular Merger. Pursuant to the Plan, the stockholders of Majestic Refilter desired to cause the merger of Majestic Refilter with and into ARS Products, and receive shares of the common stock of the registrant, par value $0.0001 per share (the "ARSN Stock") in exchange for all of their shares of the common stock of Majestic Refilter, par value $0.001 per share (the "Majestic Refilter Stock"). ARS Products shall be the Surviving Corporation (the "Surviving Corporation").
The effective date of the Merger shall be the date of the filing of Articles of Merger for Majestic Refilter and ARS Products in the states of Delaware and Nevada.
The stockholders of Majestic Refilter currently own 2,000,000 shares of the Majestic Refilter Stock, which shares constitute all of the issued and outstanding shares of the capital stock of Majestic Refilter. As a result of the Merger, the stockholders of Majestic Refilter shall be entitled to receive, in exchange for all of their Majestic Refilter Stock, 2,000,000 shares of the ARSN Stock. The presently issued and outstanding shares of the ARS Products Stock shall be retained by its current stockholder, ARSN, following the Merger, so that following the Merger, ARSN will continue to own 100 percent of the issued and outstanding shares of the ARS Products Stock.
The Certificate of Incorporation and Bylaws of ARS Products existing on the effective date of the Merger shall continue in full force as the Certificate of Incorporation of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.
Item 7. Financial Statements and Exhibits.
Financial Statements.
None. Financial statements with respect to Majestic Refilter, Ltd. will be filed within the time permitted by the regulations of the Securities and Exchange Commission, inasmuch as such financial statements have not been completed as of the date hereof.
Exhib 10.1
(c) When this Plan of Merger shall become effective, the separate existence of Majestic Refilter shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of Majestic Refilter and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger").
(d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the states of Delaware and Nevada, if any.
(e) The Surviving Corporation will carry on business with the assets of Majestic Refilter, as well as the assets of ARS Products.
(f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under the DGCL and the NRS.
--more--
http://www.gonow.com/filing.php?repo=tenk&ipage=2122709&doc=3&total=10&back=2
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10KSB filed on 05/16/2003
http://www.gonow.com/contents.php?ipage=2159413&repo=tenk&back=1
There were 15,015,006 shares of Common Stock outstanding as of May 14, 2003.
(before the dilution?)
...
In recognition of the Company's difficulty in securing sufficient financing to continue in its current structure, the Board of Directors recommended that the Company revisit its capital structure and also its business plan. As a result, the Company has undertaken several changes in order to bring value to shareholders.
At a Special Meeting of Shareholders held December 5, 2002, the Company's shareholders approved an increase in the authorized share capital of the Company to 500,000,000 shares.
(did anyone posting here or on ANY message boards get to vote?}
In February 2003, the Company's Board of Directors recommended, and the shareholders approved, a reverse stock split on the ratio of 1 (one) post split share for each 50 (fifty) pre split shares held by shareholders. Following the filing and acceptance of schedule 14 C, the reverse split became effective on March 26, 2003. The Company's trading symbol was also changed on March 26 to ARSW.
(did anyone posting here or on ANY message boards get to vote?}
On March 28, 2003, the Company entered into a Letter of Intent with Alexander and Wade Inc to acquire 100% of its wholly owned subsidiary, Majestic Refilter, Ltd. ("Majestic Refilter") On April 8, 2003, the Board of ARS approved the transaction under which ARS issued 2 million shares of its restricted common stock for the acquisition. The purchase of Majestic Refilter closed on April 22, 2003. More detailed discussion of this product and its benefits to ARS are noted below.
On April 25, ARS acquired all of the outstanding common shares of HMM Capital Holdings Inc. ("HMM") and with this transaction also acquired the license to distribute the ARS Fire Safety Tec fire retardant doors. The fire doors are approved by United Laboratories in the United States and Canada. The retrofit fire doors are protected by patent in the US. The doors meet the current safety legislation guidelines imposed in the US and Canada and have been sold in North America for the past several years. As consideration, ARS issued 10 million shares of its restricted common stock to the shareholders of HMM Capital Holdings, Inc. in exchange for all 10 million shares of HMM outstanding.
Given the above, the Company has refocused its business strategy for 2003 and beyond. The fire doors are expected to bring revenue to the Company immediately and the Company will also focus on the continued development of Crosslogix and the Refilter product. However, it must be noted that the customer acceptance of these products is not assured.
Business of Issuer
The recent acquisitions by ARS will result in a revised focus for the Company. While the Company had historically looked to develop a private wireless network for the railway industry, the Company will focus primarily on the sales of the fire doors and development of a distribution system to maximize the revenue and profits. The Company will continue to invest in the development of Crosslogix as well as the development of the Refilter product as management believes that markets and revenues exist for these products.
jumping a little ahead...
Business of T & T
T&T Diesel Power Limited has under performed and as such the Company sold T&T to a third party for approximately $63,000.
(another of their "acquired" business that was picked up for considerably more cash and stock and sold at a HUGE loss)
jumping a little ahead...
Employees
The Company currently has no employees but has management and consulting agreements with 5 individuals.
Research and Development
In the years ended January 31, 2002 and 2003, the Company estimates that it spent $190,000 and $135,000, respectively, on research and development.
("spent" as in issued more equity further diluting the company!)
jumping a little ahead...
the stockholders authorized the increase in the authorized capital of the Company's common stock from 50,000,000 to 500,000,000 shares and to issue 25,000,000 newly issued convertible preferred shares to Majestic Safe-T-Products Ltd. in exchange for the common shares of Majestic Refilter, Ltd
(did anyone posting here or on ANY message boards get to vote? also note the 25,000,000 newly issued convertible preferred shares to Majestic}
For the proposal to increase in the authorized capital of the Company's common stock from 50,000,000 to 500,000,000 shares, 20,446,573 affirmative votes and 0 negative votes were cast, with 15,952,255 abstentions and 0 broker non-votes.
For the proposal to issue 25,000,000 newly issued convertible preferred shares to Majestic Safe-T-Products Ltd. in exchange for the common shares of Majestic Refilter, Ltd, 20,446,573 affirmative votes and 0 negative votes were cast, with 15,952,255 abstentions and 0 broker non-votes.
(I guess all the shareholders that were surprised by these events and NOT given a chance to voice their disapproval were counted as abstentions since the power's that be controled the majority of the shares... running this like a sole propriator IMO)
again, jumping ahead...
common stock has been quoted on the NASD's Over-the-Counter Bulletin Board since February 1, 2000. Since March 26, 2003, the Company's common stock has been quoted under the symbol "ARSW". Prior to this, since April 7, 2000, the Company's common stock has been quoted under the symbol "ARSN." Prior to that, the Company's symbol was "ARWA."
Price Per Share
High
Low
February 1, 2000 - March 31, 2000
$5.75
$1.50
April 1, 2000 - June 30, 2000
$3.75
$0.97
July 1, 2000 - September 30, 2000
$1.34
$0.56
October 1, 2000 - December 31, 2000
$0.69
$0.22
January 1, 2001 - March 31, 2001
$1.47
$0.25
April 1, 2001 - June 30, 2001
$1.05
$0.45
July 1, 2001 - September 30, 2001
$1.10
$0.30
October 1, 2001 - December 31, 2001
$0.46
$0.09
January 1, 2002 - March 31, 2002
$0.24
$0.09
April 1, 2002 - June 30, 2002 $0.19
$0.03
July 1, 2002 - September 30, 2002 $0.04
$0.0065
October 1, 2002 - December 31, 2002 $0.03
$0.004
January 1, 2003 - March 25, 2003* $0.0065
$.003
March 25 2003 - April 30, 2003*
$0.75
$0.12
The above prices were obtained from Nasdaq Inc. The quotations represent inter dealer quotations without retail markup, markdown or commission and may not necessarily represent actual transactions.
(can *you* say "typical" otcBB company?????)
Prices quoted prior to March 25, 2003 represent pre reverse split prices while those from March 26, 2003 to April 30, 2003 represent post reverse split quotations. As of April 30, 2003, the Company believes there were approximately 125 holders of record of the Company's common stock.
(cont.)
Recent Sales Of Unregistered Securities
In April 2003, the Company issued 2,000,000 shares to the shareholders of Majestic Refilter, Ltd. as consideration for the merger of Majestic Refilter and ARS Products Inc. Also in April 2003, ARS issued 10,000,000 shares to the shareholders of HMM Capital Holdings Inc. as consideration for the merger between HMM and ARS Products Inc.
In November 2002, the Company issued 1,000,000 shares to three officers of the Company as repayment for free trading shares loaned to the Company.
8
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In August 2002, the Company issued 10,847,434 shares to management in lieu of compensation valued at $108,500.
In April 2002, the Company issued 59,460 shares to consultants as the final payment for services valued at $8,300.
In March 2002, ARS issued 107,080 shares for services valued at 21,400.
In February 2002, ARS issued 150,000 shares to two consultants to the Company as additional compensation valued at $22,500 for their services. Also in February, the Company issued 25,000 shares valued at $3,250 to Betty Harland, a related party, as partial consideration for her promissory note. ARS also sold 92,593 shares for gross proceeds of $10,000.
In January 2002, the Company issued 1,020,000 shares for services valued at $142,600.
In December 2001, ARS sold 75,000 shares for gross proceeds of $7,500. Also in December, the Company issued 125,000 shares for services valued at $12,500.
In November 2001, ARS sold 10,000 shares for consideration of $1,710.
In October 2001, ARS sold 235,043 shares for $0.117 per share for aggregate proceeds of $27,500. Also in October 2001, ARS issued 135,000 shares of common stock for future services, all of which are subject to vesting schedules. In addition, ARS issued 800,600 shares of common stock to officers and directors as a bonus. These shares were valued at $80,060.
In August 2001, ARS issued 48,049 of common stock for services valued at $40,000 in aggregate.
In June 2001, ARS issued 135,000 shares of common stock for future services. Of the total number of shares issued for services, 65,000 shares are subject to vesting schedules. If these services are terminated, then any unvested shares will be forfeited. The 70,000 shares of common stock that have vested had a value of $9,500.
In May 2001, ARS sold 50,000 shares of common stock for $0.77 per share or aggregate consideration of $38,500. Also in May 2001, ARS issued 270,740 shares of common stock for future services. Of the total number of shares issued for services, 191,740 shares are subject to vesting schedules. If these services are terminated, then any unvested shares will be forfeited. The 79,000 shares that had vested have a value of $68,000. ARS also issued 5,000 shares of common stock for services valued at $4,250 in May, 2001.
In April 2001, ARS sold 200,000 shares of common stock for $0.60 per share or aggregate consideration of $120,000. Also in April 2001, ARS issued 23,303 shares of common stock for services valued at $20,000. ARS also issued 12,000 shares of common stock for services valued at $4,438.
In March 2001, ARS entered into the Equity Line of Credit Agreement with Cornell Capital Partners, L.P. To date, ARS received gross proceeds of $300,000 ($270,000 net proceeds) under the Equity Line of Credit upon the issuance of 2,780,617 common shares. In October 2003, ARS requested and was granted a release from the Equity Line of Credit and related agreements by Cornell Capital Partners.
Also in March 2001, the Company sold 2,500 shares of common stock for $1.12 per share, or aggregate consideration of $2,800. The Company issued 45,000 shares of common stock for services valued at $47,813. The Company issued 140,000 shares of common stock to National Financial Communications Corp. for services valued at $131,250.
In February 2001, ARS sold 22,000 shares of common stock for $1.15 per share, or aggregate consideration of $25,300. ARS also issued 41,300 shares of common stock to settle accounts payable of $10,325. Also in February 2001, ARS issued 152,700 shares of common stock in lieu of management compensation valued at $33,400.
During the year ended January 31, 2001, the Company sold 430,000 shares of common stock at prices ranging from $.25 per share to $1.50 per share for aggregate consideration of $259,705.
In January 2001, the Company issued 1,000,900 shares of common stock in lieu of management compensation valued at $219,000. Also in January 2001, the Company issued 40,000 shares of common stock for services valued at $16,876.
In December 2000, the Company issued 1,000 shares of common stock for transportation services valued at $375.
In November 2000, the Company issued 5,000 shares of common stock for printing services valued at $2,656.
9
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In October 2000, the Company issued 50,000 shares of common stock valued at $25,000 in connection with the appointment of an advisory board member. Also in October 2000, the Company issued 45,000 shares of common stock for investor relations services valued at $22,500.
In September 2000, the Company issued 7,000 shares of common stock to two directors in satisfaction of an outstanding loan in the amount of $4,760 owed by the Company.
In August 2000, the Company issued 50,000 shares of common stock for services valued at $33,587.
In July 2000, the Company issued 200,000 shares of common stock to the former shareholders of T & T in connection with the Company's acquisition of T & T. These shares were valued at $200,000 and were redeemable. See "Purchase of T & T Diesel Power, Ltd."
In May 2000, the Company issued 20,000 shares of common stock for legal services valued at $52,500.
In February 2000, the Company issued 150,000 shares of common stock for services valued at $225,000.
In January 2000, the Company issued 362,500 shares of common stock in lieu of management compensation valued at $362,500. Also in January 2000, the Company issued 82,500 shares of common stock for consulting services valued at $82,500.
During the year ended January 31, 1999, the Company sold 187,500 shares of common stock for $1.00 per share or aggregate consideration of $187,500. The Company also issued options to purchase 41,500 shares of common stock at an exercise price of $1.25 per share and options to purchase 41,500 shares of common stock at an exercise price of $1.75 per share. These options are exercisable at any time after May 1, 1999, subject to certain conditions, and expire 60 months after that date.
In April, 1999, the Company issued 250,000 common shares under stock options exercised by certain consultants to the Company for $25.
With respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 (the "1933 Act"), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding our Company so as to make an informed investment decision. More specifically, the Company had a reasonable basis to believe that each purchaser was an "accredited investor" as defined in Regulation D of the 1933 Act and otherwise had the requisite sophistication to make an investment in the Company's common stock.
...jumping ahead...
Results of Operations
Twelve Months Ended January 31, 2003 Compared To Twelve Months Ended January 31, 2002
Sales. ARS had sales of $31,500 versus nil in the twelve months ended January 31, 2003 and 2002, respectively. These sales relate to a license agreement to sell the ARS Automated Railway Crossing in China.
(crosslogix is sure a valuable asset.... NOT! <g>)
Total Operating Expenses. ARS' total operating expenses decreased by $672,178 from $1,628,781 in the twelve months ended January 31, 2002 to $956,603 in the comparable period in the current period. The decrease operating expenses is due to reductions compensation, professional fees, advertising and promotional and development expenses.
Loss re discontinued operations: In January 2003, ARS completed the sale of T&T Diesel Power Limited which was effective October 31, 2002. As such, the Company has reported T&T operating results as a discontinued operation. The loss for then current year is $66,423 versus $52,697 for the prior year.
Goodwill Adjustment: The Company wrote down the value of Goodwill related to the acquisition of T&T by $264,868 to reflect the loss anticipated by the sale.
Net Loss. ARS had a net loss of $1,256,394, or $2.09 per share, in the twelve months ended January 31, 2003 compared to a net loss of $1,681,478, or $5.70 per share, in the comparable period in the prior year. This reduction in net loss is primarily due to the decrease in operating expenses as noted above.
jumping further ahead...
Liquidity
As of January 31, 2003, we had a working capital deficit of $ 675,395. As a result of our operating losses for the year ended January 31, 2003 we generated a cash flow deficit of $ 102,311 from operating activities. Cash flows from investing activities was $ 42,357_during the year ended January 31, 2003 . We met our cash requirements during this period through the private placement of $10,000_of common stock, and $ 22,117 from advances from Company officers and shareholders (net of repayments).
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing in the form of equity in order to provide the necessary working capital. We currently have no commitments for financing. There is no guarantee that we will be successful in raising the funds required.
{and to end what I think might be an enlightening discourse for any uninformed speculators (as I deem *anyone* buying shares to be speculators and they *must* be uninformed <Bg>)}
...Auditors' opinion expresses doubt about the Company's ability to continue as a going concern. The independent auditors report on the Company's January 31, 2003 financial statements included in this Form states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern
ok, a "little" more for the uninformed...
Item 10. Executive Compensation
The following table shows all the cash compensation paid by the Company, as well as certain other compensation paid or accrued, during the fiscal years ended January 31, 2003, 2002 and 2001 to the Company's two highest paid executive officers. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than the compensation identified in the chart below, were paid to these executive officers during these fiscal years. No other executive officer earned a total annual salary and bonus for the year ended January 31, 2003 in excess of $100,000.
Sydney A. Harland, 2003 $165,000 + $106,726
President and Chief 2002 $180,000 + $90,000 + 2,226,923
Executive Officer 2001 $107,000 + 1,236,860
Mark P. Miziolek,
Vice President Finance and Chief Financial Officer
2003 $77,000 + $49,805
2002 $84,000 + $42,000 + 969,231
2001 $51,000 + 35,500 + $113,000(1)
...further;
All Directors, Officers and greater than 10% shareholders as a group = 66.9%
The Company has entered into management agreements with Messrs. Harland and Miziolek. See "Management Agreements."
...now, after "wading" through the filing you will have to have been able to hold down your breakfast, lunch and or Dinner to have gotten to -Pg- F-4 where they "finally" disclose their balance sheet "Asset" items;
ASSETS
Current Assets:
Cash $ 5,612
Note receivable (Note B) 29,610
Total current assets 35,222
Other Assets 646
Total $ 35,868
....SOOOOoooooo now re-read the PR in the light of having some "information" from their public filings... <Bg>
ARS Networks, Incorporated Signs Letter of Intent to Acquire New Automated Transportation Management System -ATMS-
Wednesday May 28, 9:58 am ET
NEW YORK--(BUSINESS WIRE)--May 28, 2003--ARS Networks, Incorporated a company dedicated to new safety technology today announced that it has signed a letter of intent with MISCG Ltd. and Bell Tracy, Ltd. to acquire the exclusive rights to their state of the art technology. ARS Networks, Incorporated trades on the OTCBB under the symbol (ARSW).
ARS's procurement of this new technology will establish an unparalleled opportunity for ARS to expand on the Automated Transportation Management System (ATMS) technology existing unit sales and reoccurring revenues. This innovative technology is new to the market and already has major customers lining up to subscribe.
Sydney Harland, President and Chief Executive Officer of ARS, stated, " The Timing could not be better to embark on this new technology. ARS is excited to offer an affordable wireless technology solution for tracking freight trailer movements along America's highways and railways. The Integration of our new ATMS technology with our Crosslogix technology will move the Company forward to the completion of Crosslogix. We are confident that ARS will achieve substantial revenue for the company and its investors with our acquisition."
ARS's ATMS technology operates on the NBPCS Two-Way paging network using proprietary protocols and algorithms to achieve up to 90% compression of transmitted data, the device maintains the lowest wireless cost possible while delivering near real time data transmission performance. Trimble the leading innovator of Global Positioning System (GPS) provides GPS functionality to the system with the latest OEM integration available. www.arsnetworks.com
"safe harbor" Forward-looking statements (etc.)
I wish I could "wish" everyone *good luck* with this one but it obvious a miracle is what is in order to pull off the business plan
best!
kp
"...Syd might prove you wrong and no offense, but I hope he does, for my pocket book's sake."
I understand, being underwater here as well but personally, I wouldn't touch this one with a ten foot pole until the forward looking statements have substance (money, contracts and working systems in play etc.)
I would venture to guess than I am probably the oldest follower of the company and to say I have seen this all before would be an understatement... and THEN some...
If you will bear with me and follow the exercise of looking at their PR (stories stories and more stories IMO) let's see what is really up...
1) Signs Letter of Intent to Acquire New Automated Transportation Management System -ATMS-
"intent", not a done deal ...as the acquirer of this "new" system, how do they pay? Certainly not with cash! Back to issuing shares I would guess. Now if a viable system, was ARSW the only interested party and if not, why go with a proven (IMO) lame company struggling for their very existence? If the technology were so good there would have chosen another acquirer, no?
2) a letter of intent with MISCG Ltd. and Bell Tracy, Ltd. to acquire the exclusive rights to their state of the art technology
then we read further to find acquired = exclusive rights... what that means, territories involved etc. are all unknowns and IMO not worthy of pursuing at this stage as intent is intent ... see #1 above, not a done deal!
Has anyone, David, perhaps yourself? tried to find info on MISCG Ltd. and Bell Tracy, Ltd.? Again, nothing I would pursue at this early stage, but how did the business titans (<jk>) find each other? hmmmmm?
3)ARS's procurement of this new technology will establish an unparalleled opportunity for ARS to expand on the Automated Transportation Management System (ATMS) technology existing unit sales and reoccurring revenues. This innovative technology is new to the market and already has major customers lining up to subscribe
Pa-Leze... give me a break! ...perhaps IF procured but (see #1 intend = not a done deal) but even that qualifier pushes the extremes of "Forward-looking statements" IMO... I mean, an unparalleled opportunity for ARS to expand on the Automated Transportation Management System (ATMS) technology existing unit sales and reoccurring revenues. This innovative technology is new to the market and already has major customers lining up to subscribe" ...unparalleled opportunity? to expand on the Automated Transportation Management System (ATMS) technology existing?? <<which didn't produce a dime of revenue lol and ...doesn't this business plan "sound" similar to the pasts apparent failed business model? and finally, major customers? lining up to subscribe??? sorry, but anyone can say anything and in this case it appears they have a very creative PR department producing these "Forward-looking statements"
They have in truth, if you pick this apart, said nothing. And THAT is only the first paragraph (groan!)
4) The Timing could not be better to embark on this new technology
I am going to stop here, I feel this is a waste of time as seeing the above, I fear they are really saying the previous products have yet to produce revenue so why not toss another hat into the ring and "hope" something pans out <g>
really, Timing could not be better? I guess they didn't already have their hands full making so much money (revenue) hand over fist (lol)
Any investor is able to read this for what it is worth... so let the pump begin and the story run its course. SHOW ME THE MONEY but stop already with these fluff pieces of "Forward-looking statements"
---------------------
Now it appears Syd has been busy diluting (IMO what's new lol)
8k April 24, 2003
http://www.gonow.com/filing.php?repo=tenk&ipage=2123614&doc=1&total=&back=2&g=&a...
April 24, 2003, the registrant and the registrant's wholly-owned subsidiary, ARS Products Inc., and HMM Capital Holdings, Inc. executed that certain Plan and Agreement of Triangular Merger. Pursuant to the Plan, the stockholders of HMM Capital desired to cause the merger of HMM Capital with and into ARS Products, and receive shares of the common stock of the registrant, par value $0.0001 per share (the "ARSN Stock") in exchange for all of their shares of the common stock of HMM Capital, par value $0.0001 per share (the "HMM Capital Stock"). ARS Products shall be the Surviving Corporation (the "Surviving Corporation").
The effective date of the Merger shall be the date of the filing of Articles of Merger for HMM Capital and ARS Products in the states of Delaware and Nevada.
The stockholders of HMM Capital currently own 10,000,000 shares of the HMM Capital Stock, which shares constitute all of the issued and outstanding shares of the capital stock of HMM Capital. As a result of the Merger, the stockholders of HMM Capital shall be entitled to receive, in exchange for all of their HMM Capital Stock, 10,000,000 shares of the ARSN Stock. The presently issued and outstanding shares of the ARS Products Stock shall be retained by its current stockholder, ARSN, following the Merger, so that following the Merger, ARSN will continue to own 100 percent of the issued and outstanding shares of the ARS Products Stock.
The Certificate of Incorporation and Bylaws of ARS Products existing on the effective date of the Merger shall continue in full force as the Certificate of Incorporation of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.
Item 7. Financial Statements and Exhibits.
Financial Statements.
None. Financial statements with respect to HMM Capital will be filed within the time permitted by the regulations of the Securities and Exchange Commission, inasmuch as such financial statements have not been completed as of the date hereof.
(see Exhib 10.1)
(c) When this Plan of Merger shall become effective, the separate existence of HMM Capital shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of HMM Capital and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger
--more--
http://www.gonow.com/filing.php?repo=tenk&ipage=2123614&doc=3&total=10&back=2
----------
8k filed on 04/29/2003
http://www.gonow.com/filing.php?repo=tenk&ipage=2122709&doc=1&total=&back=2&g=&a...
Item 2. Purchase or Disposition of Assets.
On April 22, 2003, the registrant's and the registrant's wholly-owned subsidiary, ARS Products Inc., and Majestic Refilter, Ltd. executed that certain Plan and Agreement of Triangular Merger. Pursuant to the Plan, the stockholders of Majestic Refilter desired to cause the merger of Majestic Refilter with and into ARS Products, and receive shares of the common stock of the registrant, par value $0.0001 per share (the "ARSN Stock") in exchange for all of their shares of the common stock of Majestic Refilter, par value $0.001 per share (the "Majestic Refilter Stock"). ARS Products shall be the Surviving Corporation (the "Surviving Corporation").
The effective date of the Merger shall be the date of the filing of Articles of Merger for Majestic Refilter and ARS Products in the states of Delaware and Nevada.
The stockholders of Majestic Refilter currently own 2,000,000 shares of the Majestic Refilter Stock, which shares constitute all of the issued and outstanding shares of the capital stock of Majestic Refilter. As a result of the Merger, the stockholders of Majestic Refilter shall be entitled to receive, in exchange for all of their Majestic Refilter Stock, 2,000,000 shares of the ARSN Stock. The presently issued and outstanding shares of the ARS Products Stock shall be retained by its current stockholder, ARSN, following the Merger, so that following the Merger, ARSN will continue to own 100 percent of the issued and outstanding shares of the ARS Products Stock.
The Certificate of Incorporation and Bylaws of ARS Products existing on the effective date of the Merger shall continue in full force as the Certificate of Incorporation of the Surviving Corporation until altered, amended, or repealed as provided therein or as provided by law.
Item 7. Financial Statements and Exhibits.
Financial Statements.
None. Financial statements with respect to Majestic Refilter, Ltd. will be filed within the time permitted by the regulations of the Securities and Exchange Commission, inasmuch as such financial statements have not been completed as of the date hereof.
Exhib 10.1
(c) When this Plan of Merger shall become effective, the separate existence of Majestic Refilter shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of Majestic Refilter and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger").
(d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the states of Delaware and Nevada, if any.
(e) The Surviving Corporation will carry on business with the assets of Majestic Refilter, as well as the assets of ARS Products.
(f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under the DGCL and the NRS.
--more--
http://www.gonow.com/filing.php?repo=tenk&ipage=2122709&doc=3&total=10&back=2
-------------------
10KSB filed on 05/16/2003
http://www.gonow.com/contents.php?ipage=2159413&repo=tenk&back=1
There were 15,015,006 shares of Common Stock outstanding as of May 14, 2003.
(before the dilution?)
...
In recognition of the Company's difficulty in securing sufficient financing to continue in its current structure, the Board of Directors recommended that the Company revisit its capital structure and also its business plan. As a result, the Company has undertaken several changes in order to bring value to shareholders.
At a Special Meeting of Shareholders held December 5, 2002, the Company's shareholders approved an increase in the authorized share capital of the Company to 500,000,000 shares.
(did anyone posting here or on ANY message boards get to vote?}
In February 2003, the Company's Board of Directors recommended, and the shareholders approved, a reverse stock split on the ratio of 1 (one) post split share for each 50 (fifty) pre split shares held by shareholders. Following the filing and acceptance of schedule 14 C, the reverse split became effective on March 26, 2003. The Company's trading symbol was also changed on March 26 to ARSW.
(did anyone posting here or on ANY message boards get to vote?}
On March 28, 2003, the Company entered into a Letter of Intent with Alexander and Wade Inc to acquire 100% of its wholly owned subsidiary, Majestic Refilter, Ltd. ("Majestic Refilter") On April 8, 2003, the Board of ARS approved the transaction under which ARS issued 2 million shares of its restricted common stock for the acquisition. The purchase of Majestic Refilter closed on April 22, 2003. More detailed discussion of this product and its benefits to ARS are noted below.
On April 25, ARS acquired all of the outstanding common shares of HMM Capital Holdings Inc. ("HMM") and with this transaction also acquired the license to distribute the ARS Fire Safety Tec fire retardant doors. The fire doors are approved by United Laboratories in the United States and Canada. The retrofit fire doors are protected by patent in the US. The doors meet the current safety legislation guidelines imposed in the US and Canada and have been sold in North America for the past several years. As consideration, ARS issued 10 million shares of its restricted common stock to the shareholders of HMM Capital Holdings, Inc. in exchange for all 10 million shares of HMM outstanding.
Given the above, the Company has refocused its business strategy for 2003 and beyond. The fire doors are expected to bring revenue to the Company immediately and the Company will also focus on the continued development of Crosslogix and the Refilter product. However, it must be noted that the customer acceptance of these products is not assured.
Business of Issuer
The recent acquisitions by ARS will result in a revised focus for the Company. While the Company had historically looked to develop a private wireless network for the railway industry, the Company will focus primarily on the sales of the fire doors and development of a distribution system to maximize the revenue and profits. The Company will continue to invest in the development of Crosslogix as well as the development of the Refilter product as management believes that markets and revenues exist for these products.
jumping a little ahead...
Business of T & T
T&T Diesel Power Limited has under performed and as such the Company sold T&T to a third party for approximately $63,000.
(another of their "acquired" business that was picked up for considerably more cash and stock and sold at a HUGE loss)
jumping a little ahead...
Employees
The Company currently has no employees but has management and consulting agreements with 5 individuals.
Research and Development
In the years ended January 31, 2002 and 2003, the Company estimates that it spent $190,000 and $135,000, respectively, on research and development.
("spent" as in issued more equity further diluting the company!)
jumping a little ahead...
the stockholders authorized the increase in the authorized capital of the Company's common stock from 50,000,000 to 500,000,000 shares and to issue 25,000,000 newly issued convertible preferred shares to Majestic Safe-T-Products Ltd. in exchange for the common shares of Majestic Refilter, Ltd
(did anyone posting here or on ANY message boards get to vote? also note the 25,000,000 newly issued convertible preferred shares to Majestic}
For the proposal to increase in the authorized capital of the Company's common stock from 50,000,000 to 500,000,000 shares, 20,446,573 affirmative votes and 0 negative votes were cast, with 15,952,255 abstentions and 0 broker non-votes.
For the proposal to issue 25,000,000 newly issued convertible preferred shares to Majestic Safe-T-Products Ltd. in exchange for the common shares of Majestic Refilter, Ltd, 20,446,573 affirmative votes and 0 negative votes were cast, with 15,952,255 abstentions and 0 broker non-votes.
(I guess all the shareholders that were surprised by these events and NOT given a chance to voice their disapproval were counted as abstentions since the power's that be controled the majority of the shares... running this like a sole propriator IMO)
again, jumping ahead...
common stock has been quoted on the NASD's Over-the-Counter Bulletin Board since February 1, 2000. Since March 26, 2003, the Company's common stock has been quoted under the symbol "ARSW". Prior to this, since April 7, 2000, the Company's common stock has been quoted under the symbol "ARSN." Prior to that, the Company's symbol was "ARWA."
Price Per Share
High
Low
February 1, 2000 - March 31, 2000
$5.75
$1.50
April 1, 2000 - June 30, 2000
$3.75
$0.97
July 1, 2000 - September 30, 2000
$1.34
$0.56
October 1, 2000 - December 31, 2000
$0.69
$0.22
January 1, 2001 - March 31, 2001
$1.47
$0.25
April 1, 2001 - June 30, 2001
$1.05
$0.45
July 1, 2001 - September 30, 2001
$1.10
$0.30
October 1, 2001 - December 31, 2001
$0.46
$0.09
January 1, 2002 - March 31, 2002
$0.24
$0.09
April 1, 2002 - June 30, 2002 $0.19
$0.03
July 1, 2002 - September 30, 2002 $0.04
$0.0065
October 1, 2002 - December 31, 2002 $0.03
$0.004
January 1, 2003 - March 25, 2003* $0.0065
$.003
March 25 2003 - April 30, 2003*
$0.75
$0.12
The above prices were obtained from Nasdaq Inc. The quotations represent inter dealer quotations without retail markup, markdown or commission and may not necessarily represent actual transactions.
(can *you* say "typical" otcBB company?????)
Prices quoted prior to March 25, 2003 represent pre reverse split prices while those from March 26, 2003 to April 30, 2003 represent post reverse split quotations. As of April 30, 2003, the Company believes there were approximately 125 holders of record of the Company's common stock.
(cont.)
Recent Sales Of Unregistered Securities
In April 2003, the Company issued 2,000,000 shares to the shareholders of Majestic Refilter, Ltd. as consideration for the merger of Majestic Refilter and ARS Products Inc. Also in April 2003, ARS issued 10,000,000 shares to the shareholders of HMM Capital Holdings Inc. as consideration for the merger between HMM and ARS Products Inc.
In November 2002, the Company issued 1,000,000 shares to three officers of the Company as repayment for free trading shares loaned to the Company.
8
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In August 2002, the Company issued 10,847,434 shares to management in lieu of compensation valued at $108,500.
In April 2002, the Company issued 59,460 shares to consultants as the final payment for services valued at $8,300.
In March 2002, ARS issued 107,080 shares for services valued at 21,400.
In February 2002, ARS issued 150,000 shares to two consultants to the Company as additional compensation valued at $22,500 for their services. Also in February, the Company issued 25,000 shares valued at $3,250 to Betty Harland, a related party, as partial consideration for her promissory note. ARS also sold 92,593 shares for gross proceeds of $10,000.
In January 2002, the Company issued 1,020,000 shares for services valued at $142,600.
In December 2001, ARS sold 75,000 shares for gross proceeds of $7,500. Also in December, the Company issued 125,000 shares for services valued at $12,500.
In November 2001, ARS sold 10,000 shares for consideration of $1,710.
In October 2001, ARS sold 235,043 shares for $0.117 per share for aggregate proceeds of $27,500. Also in October 2001, ARS issued 135,000 shares of common stock for future services, all of which are subject to vesting schedules. In addition, ARS issued 800,600 shares of common stock to officers and directors as a bonus. These shares were valued at $80,060.
In August 2001, ARS issued 48,049 of common stock for services valued at $40,000 in aggregate.
In June 2001, ARS issued 135,000 shares of common stock for future services. Of the total number of shares issued for services, 65,000 shares are subject to vesting schedules. If these services are terminated, then any unvested shares will be forfeited. The 70,000 shares of common stock that have vested had a value of $9,500.
In May 2001, ARS sold 50,000 shares of common stock for $0.77 per share or aggregate consideration of $38,500. Also in May 2001, ARS issued 270,740 shares of common stock for future services. Of the total number of shares issued for services, 191,740 shares are subject to vesting schedules. If these services are terminated, then any unvested shares will be forfeited. The 79,000 shares that had vested have a value of $68,000. ARS also issued 5,000 shares of common stock for services valued at $4,250 in May, 2001.
In April 2001, ARS sold 200,000 shares of common stock for $0.60 per share or aggregate consideration of $120,000. Also in April 2001, ARS issued 23,303 shares of common stock for services valued at $20,000. ARS also issued 12,000 shares of common stock for services valued at $4,438.
In March 2001, ARS entered into the Equity Line of Credit Agreement with Cornell Capital Partners, L.P. To date, ARS received gross proceeds of $300,000 ($270,000 net proceeds) under the Equity Line of Credit upon the issuance of 2,780,617 common shares. In October 2003, ARS requested and was granted a release from the Equity Line of Credit and related agreements by Cornell Capital Partners.
Also in March 2001, the Company sold 2,500 shares of common stock for $1.12 per share, or aggregate consideration of $2,800. The Company issued 45,000 shares of common stock for services valued at $47,813. The Company issued 140,000 shares of common stock to National Financial Communications Corp. for services valued at $131,250.
In February 2001, ARS sold 22,000 shares of common stock for $1.15 per share, or aggregate consideration of $25,300. ARS also issued 41,300 shares of common stock to settle accounts payable of $10,325. Also in February 2001, ARS issued 152,700 shares of common stock in lieu of management compensation valued at $33,400.
During the year ended January 31, 2001, the Company sold 430,000 shares of common stock at prices ranging from $.25 per share to $1.50 per share for aggregate consideration of $259,705.
In January 2001, the Company issued 1,000,900 shares of common stock in lieu of management compensation valued at $219,000. Also in January 2001, the Company issued 40,000 shares of common stock for services valued at $16,876.
In December 2000, the Company issued 1,000 shares of common stock for transportation services valued at $375.
In November 2000, the Company issued 5,000 shares of common stock for printing services valued at $2,656.
9
--------------------------------------------------------------------------------
In October 2000, the Company issued 50,000 shares of common stock valued at $25,000 in connection with the appointment of an advisory board member. Also in October 2000, the Company issued 45,000 shares of common stock for investor relations services valued at $22,500.
In September 2000, the Company issued 7,000 shares of common stock to two directors in satisfaction of an outstanding loan in the amount of $4,760 owed by the Company.
In August 2000, the Company issued 50,000 shares of common stock for services valued at $33,587.
In July 2000, the Company issued 200,000 shares of common stock to the former shareholders of T & T in connection with the Company's acquisition of T & T. These shares were valued at $200,000 and were redeemable. See "Purchase of T & T Diesel Power, Ltd."
In May 2000, the Company issued 20,000 shares of common stock for legal services valued at $52,500.
In February 2000, the Company issued 150,000 shares of common stock for services valued at $225,000.
In January 2000, the Company issued 362,500 shares of common stock in lieu of management compensation valued at $362,500. Also in January 2000, the Company issued 82,500 shares of common stock for consulting services valued at $82,500.
During the year ended January 31, 1999, the Company sold 187,500 shares of common stock for $1.00 per share or aggregate consideration of $187,500. The Company also issued options to purchase 41,500 shares of common stock at an exercise price of $1.25 per share and options to purchase 41,500 shares of common stock at an exercise price of $1.75 per share. These options are exercisable at any time after May 1, 1999, subject to certain conditions, and expire 60 months after that date.
In April, 1999, the Company issued 250,000 common shares under stock options exercised by certain consultants to the Company for $25.
With respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 (the "1933 Act"), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding our Company so as to make an informed investment decision. More specifically, the Company had a reasonable basis to believe that each purchaser was an "accredited investor" as defined in Regulation D of the 1933 Act and otherwise had the requisite sophistication to make an investment in the Company's common stock.
...jumping ahead...
Results of Operations
Twelve Months Ended January 31, 2003 Compared To Twelve Months Ended January 31, 2002
Sales. ARS had sales of $31,500 versus nil in the twelve months ended January 31, 2003 and 2002, respectively. These sales relate to a license agreement to sell the ARS Automated Railway Crossing in China.
(crosslogix is sure a valuable asset.... NOT! <g>)
Total Operating Expenses. ARS' total operating expenses decreased by $672,178 from $1,628,781 in the twelve months ended January 31, 2002 to $956,603 in the comparable period in the current period. The decrease operating expenses is due to reductions compensation, professional fees, advertising and promotional and development expenses.
Loss re discontinued operations: In January 2003, ARS completed the sale of T&T Diesel Power Limited which was effective October 31, 2002. As such, the Company has reported T&T operating results as a discontinued operation. The loss for then current year is $66,423 versus $52,697 for the prior year.
Goodwill Adjustment: The Company wrote down the value of Goodwill related to the acquisition of T&T by $264,868 to reflect the loss anticipated by the sale.
Net Loss. ARS had a net loss of $1,256,394, or $2.09 per share, in the twelve months ended January 31, 2003 compared to a net loss of $1,681,478, or $5.70 per share, in the comparable period in the prior year. This reduction in net loss is primarily due to the decrease in operating expenses as noted above.
jumping further ahead...
Liquidity
As of January 31, 2003, we had a working capital deficit of $ 675,395. As a result of our operating losses for the year ended January 31, 2003 we generated a cash flow deficit of $ 102,311 from operating activities. Cash flows from investing activities was $ 42,357_during the year ended January 31, 2003 . We met our cash requirements during this period through the private placement of $10,000_of common stock, and $ 22,117 from advances from Company officers and shareholders (net of repayments).
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing in the form of equity in order to provide the necessary working capital. We currently have no commitments for financing. There is no guarantee that we will be successful in raising the funds required.
{and to end what I think might be an enlightening discourse for any uninformed speculators (as I deem *anyone* buying shares to be speculators and they *must* be uninformed <Bg>)}
...Auditors' opinion expresses doubt about the Company's ability to continue as a going concern. The independent auditors report on the Company's January 31, 2003 financial statements included in this Form states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern
ok, a "little" more for the uninformed...
Item 10. Executive Compensation
The following table shows all the cash compensation paid by the Company, as well as certain other compensation paid or accrued, during the fiscal years ended January 31, 2003, 2002 and 2001 to the Company's two highest paid executive officers. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than the compensation identified in the chart below, were paid to these executive officers during these fiscal years. No other executive officer earned a total annual salary and bonus for the year ended January 31, 2003 in excess of $100,000.
Sydney A. Harland, 2003 $165,000 + $106,726
President and Chief 2002 $180,000 + $90,000 + 2,226,923
Executive Officer 2001 $107,000 + 1,236,860
Mark P. Miziolek,
Vice President Finance and Chief Financial Officer
2003 $77,000 + $49,805
2002 $84,000 + $42,000 + 969,231
2001 $51,000 + 35,500 + $113,000(1)
...further;
All Directors, Officers and greater than 10% shareholders as a group = 66.9%
The Company has entered into management agreements with Messrs. Harland and Miziolek. See "Management Agreements."
...now, after "wading" through the filing you will have to have been able to hold down your breakfast, lunch and or Dinner to have gotten to -Pg- F-4 where they "finally" disclose their balance sheet "Asset" items;
ASSETS
Current Assets:
Cash $ 5,612
Note receivable (Note B) 29,610
Total current assets 35,222
Other Assets 646
Total $ 35,868
....SOOOOoooooo now re-read the PR in the light of having some "information" from their public filings... <Bg>
ARS Networks, Incorporated Signs Letter of Intent to Acquire New Automated Transportation Management System -ATMS-
Wednesday May 28, 9:58 am ET
NEW YORK--(BUSINESS WIRE)--May 28, 2003--ARS Networks, Incorporated a company dedicated to new safety technology today announced that it has signed a letter of intent with MISCG Ltd. and Bell Tracy, Ltd. to acquire the exclusive rights to their state of the art technology. ARS Networks, Incorporated trades on the OTCBB under the symbol (ARSW).
ARS's procurement of this new technology will establish an unparalleled opportunity for ARS to expand on the Automated Transportation Management System (ATMS) technology existing unit sales and reoccurring revenues. This innovative technology is new to the market and already has major customers lining up to subscribe.
Sydney Harland, President and Chief Executive Officer of ARS, stated, " The Timing could not be better to embark on this new technology. ARS is excited to offer an affordable wireless technology solution for tracking freight trailer movements along America's highways and railways. The Integration of our new ATMS technology with our Crosslogix technology will move the Company forward to the completion of Crosslogix. We are confident that ARS will achieve substantial revenue for the company and its investors with our acquisition."
ARS's ATMS technology operates on the NBPCS Two-Way paging network using proprietary protocols and algorithms to achieve up to 90% compression of transmitted data, the device maintains the lowest wireless cost possible while delivering near real time data transmission performance. Trimble the leading innovator of Global Positioning System (GPS) provides GPS functionality to the system with the latest OEM integration available. www.arsnetworks.com
"safe harbor" Forward-looking statements (etc.)
I wish I could "wish" everyone *good luck* with this one but it obvious a miracle is what is in order to pull off the business plan
best!
kp
"When you look at things differently,
things look different"
--Wayne Dyer--
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