NASDAQ PENNY STOCKS

[dappa]

Load up on WFYW.....

Lightyear Network Solutions LLC has completed a securities deal that will result in the telecommunications provider trading in the public market.

Officials with Lightyear could not immediately be reached for comment.

According to a news release and filing with the U.S. Securities and Exchange Commission, Louisville-based Lightyear has completed a securities exchange with Libra Alliance Corp. (OTCBB: LBAL).

Libra was incorporated in Nevada in 1997 and previously operated as an Internet service provider. For the past two fiscal years, it had been searching for business opportunities, including a potential merger, according to the release. Through the securities exchange, Lightyear became Libra’s principal operating company.

For the nine months ended Sept. 30, Lightyear generated about $44 million in revenue, compared with $43 million for the same period in 2008. Lightyear has more than 80 full-time staff.

Under the securities exchange, Lightyear’s debt holders — composed of Lightyear’s owners — released the company from about $26 million in short- and long-term liabilities in exchange for 10 million restricted shares of Libra’s common stock to be issued immediately. Another 9.5 million shares of Libra’s convertible preferred stock will be issued to Lightyear’s debtholders shortly after the closing, the release said.

Also as part of the securities deal, the former officers of Libra resigned and were replaced by officers with Lightyear, which provides telecommunication services to businesses and residential consumers.

J. Sherman Henderson, Lightyear’s CEO, has been appointed CEO and to the board of directors of Libra. Other Lightyear executives named to posts at Libra are: Stephen Lochmueller, chief operating officer; Elaine G. Bush, CFO; and John J. Greive, in-house general counsel.

“We are very pleased with the completion of this transaction as it positions us to broaden our investor base, financially support an accelerated growth plan and implement a focused acquisition strategy,” Henderson said in the release. “The main focus for Lightyear will be continuing to service the telecommunications needs of our approximately 60,000 business and residential customers utilizing our independent national sales force of Lightyear Agent Partners.”

He added that the company’s management expects to increase Lightyear’s revenue and profit through a combination of organic growth and acquisitions.

“With Lightyear’s debt and interest obligations to its parent being extinguished via the exchange transaction, we believe that we are well-positioned to initiate our organic and acquisition growth strategies,” he said. “As a public company our goal is simple: we will look to translate the benefits that we believe our products provide to our customers into sustainable growth in revenues and earnings and, ultimately, increased shareholder value.”
This seems to be important for Wherify because during the financial meltdown in 2008 they were trying to merge with Lightyear and now Lightyear is in a position to just take them over.
I think something big may be coming here.

From the businessweek website

WHERIFY
Sherman Henderson
Chairman and Chief Executive Officer, Wherify Wireless, Inc.

Sherman Henderson has been the Chairman, Chief Executive Officer and Director of Wherify Wireless, Inc. since August 2008.

LIGHTYEAR
J. Sherman Henderson III
Founder, Chief Executive Officer and President, Libra Alliance Corp.

BACKGROUND*

J. Sherman Henderson, Sherm, III founded Libra Alliance Corp. (also known as Lightyear Network Solutions LLC) in 1993 and has been its President and Chief Executive Officer since inception in 2003. Mr. Henderson is a Founder of UniDial Direct and serves as its Chief Executive Officer and President. He has over 36 years of business experience in sales, marketing, management and company ownership. He served as the Chief Executive Officer and President of Lightyear Communications ... (formerly known as UniDial Communications) since August 1993. Prior to that, Mr. Henderson served at US Network, where he served as a Regional Telecommunications Distributor of American Centrex beginning since 1989. Mr. Henderson served as the Chairman of Comptel Ascent (formerly known as Telecommunications Reseller Association), a national trade organization, since May 1994. He served as Chairman of Comptel Oyj since 2004 and served as its Director. He has been a Director of Telegroup Inc., since October 1997. He has been a Director of Thermoview Industries Inc. since August 1998. He has been an Additional Director of Beacon Enterprise Solutions Group Inc. (Formerly, Suncrest Global Energy Corp.) since 2007. He has been a Director of LY Holdings, LLC since 2004. He has been a Director of Eagletech Communications Inc., since January 2001. Mr. Henderson has been a Director of Auric Mining Company (also known as Focus Affiliates, Inc.), since February 1998. He served as a Director at Libra Alliance Corp., since February 10, 2010. He served as an Independent Director of Voice Mobility International Inc. since June 12, 2007. Mr. Henderson holds a Bachelor of Arts degree in Business Administration from Florida State University in 1965.

LBAL was a clean shell before Lightyear merged into it this past February. We may hear some major announcements about a merger between WFYW and LBAL which by the way trades at $4.00/share

From WFYW last 8-k:

Item 1.01. Expiration of Merger Agreement with Lightyear Network Solutions.

As described in 8K filing on August 14 , 2008 Wherify Wireless, Inc. announced that it had entered into a Merger Agreement with Lightyear Network Solutions , which was conditioned on the merged companies being able to raise fifteen million dollars in financing. The Agreement automatically expired on November 30, 2008 when the companies were unable to complete the financing required by the agreement due to the economic conditions plaguing the financial markets. Wherify and Lightyear Network Solutions are considering a possible technology license agreement while the efforts to complete the contemplated merger continue. Wherify is also investigating alternative business combinations in the marketplace.