lets just say a R/S is going to happen based on common sense for the share price to be between .08 to .16 cents. This is from the ARSC PR about for every 150 shares of ARSC you get 1 of HYDRA.
PLUS...
FROM 14C REVISED:
Background of the Merger
As part of our ongoing evaluation of the business, the management reviewed possible strategic directions for iVoice in light of our financial performance, developments in the industry, and the competitive markets in which we operate. During this period, management and the board of directors also addressed possible strategic and restructuring alternatives, including acquisitions, a sale or strategic merger of iVoice, the sale of certain assets of iVoice, capital formation or other investment transactions, and continuing operations on a standalone basis. Given the challenging environment facing iVoice, including its lack of operating profit and liquidity constraints, the board of directors discussed strategic and restructuring alternatives at substantially all of its meetings over the six months, including considering whether to remain a standalone public company.
For the past two years ended December 31, 2009 and 2010 and the three months ended March 31, 2011, iVoice has faced significant financial difficulty. iVoice had a loss from operations of $1,310,096, $1,6563,701 and $308,529, respectively for those periods. In light of our losses and liquidity requirements, through the use of advisors, we explored potential sources of financing and other strategic alternatives. At this time and throughout the process outlined below, there was substantial doubt of our ability to continue as a going concern. Additionally, throughout the process outlined below, our continued operations were dependent on our ability to increase revenues, reduce our debt, secure additional financing and strengthen our liquidity position.
In November 2010, Jerome Mahoney was contacted by a third party that another company may be interested in entering into a transaction with the Company. This other company was Hydra. Thereafter, after further discussions, Hydra and iVoice entered into a non-binding Letter of Intent dated December 2, 2010. Due diligence commenced by both companies and on March 9, 2011, iVoice and Hydra entered into the Agreement and Plan of Merger that was filed by iVoice with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated March 9, 2011.
Business after the Merger
The transaction contemplated by the Agreement and Plan of Merger may be called a reverse merger. Upon the closing of the contemplated transaction, Hydra will merge into iVoice and iVoice will be the surviving company. However, iVoice will thereafter adopt the business and/or business plan of Hydra. Specifically, iVoice will thereafter be in the business of developing, marketing and selling hydrogen fuel cell electric generators.
Management and Board of Directors after the Merger
Upon the closing of the transaction contemplated by the Agreement, the present management and the members of the Board of Directors will resign after the present Board of Directors elect the following new members to the Board and the officers listed below:
Frank Neukomm Chairman of the Board and Chief Executive Officer Robert C. Farr President, Chief Operating Officer and Director James Twedt Executive Vice President and Director
Descriptions of the prospective new members of the Board of Directors and the management of the Company appear below:
Frank Neukomm (age 58) has an extensive background in finance, mergers and acquisitions, and sales and marketing. Mr. Neukomm has served as a senior executive of brokerage and M & A companies, software companies and telecom companies. Mr. Neukomm has been instrumental in purchasing or starting companies in industries as diverse as insurance, consumer retail goods, industrial services and wireless telecommunications. Since 1995, Mr. Neukomm has served as President of NeuHaus Advisors, Inc., a consulting firm to the telecommunications industry.
Robert Farr (age 62) has extensive Fortune 500 management experience in a variety of industries. His experience extends to domestic and international finance, marketing, manufacturing and distribution. He is the Principal of Creative Equity Strategies.
James R. Twedt, Director, has over forty years of public and private company accounting and management experience. He has been the President and CEO of Hydra Fuel Cell Corp. since inception and has led the subsidiary from startup to production in less than twelve months. He previously served as CFO of Computer Automation Systems, Inc., a predecessor enterprise to American Security Resources Corp.
PLUS....
Quote: -------------------------------------------------------------------------------- All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock. Based upon the present number of iVoice Class A Common Stock shares outstanding, 6,265,563,493 shares, the Hydra shareholders will hold 61.48% of the voting shares of iVoice. --------------------------------------------------------------------------------
HOUSTON, Jun 7, 2011 (GlobeNewswire via COMTEX) -- American Security Resources Corporation (Pink sheets:ARSC) today provided a preliminary timeline for the merger of Hydra Fuel Cell Corporation with iVoice, Inc.(Pink Sheets:IVOI). Frank Neukomm, CEO of ARSC, stated, "With the filing of their information statement with the SEC late last week, IVOI has started the clock for the merger with Hydra. There is a minimum 10 day waiting period at the SEC followed by a 30 day period dictated by IVOI's by-laws. At the end of that period the merger can complete as soon as Hydra completes its financial audits for the years 2009 and 2010. Our auditors are working on those now."
Neukomm continued, "At the time of the merger, ARSC will have majority voting control of IVOI. It will be recapitalized and the name changed to Hydra Fuel Cell Corp., after which we will dividend the Hydra shares to ARSC's shareholders at an expected ratio of one (1) share of new Hydra stock for each 150 current shares of ARSC. We expect that the value of Hydra is such that its initial trading range could be between $0.08 and $0.16 per share."
Hydra Fuel Cell Corporation
Hydra Fuel Cell Corporation has developed a highly efficient, mass producible hydrogen fuel cell, the HydraStax(R) 5000. Hydra has demonstrated its fuel cell technology in live demonstrations from which it received more than $20,000,000 in purchase orders. Currently Hydra is in the process of delivering its first commercial fuel to Liberty Towers.
Preliminary testing indicates that a HydraStax(R) fuel cell using natural gas as the source of hydrogen can produce a kilowatt of electricity for less than $0.10.
For more information please see: www.hydrafuelcell.com .
American Security Resources Corporation
ARSC is a holding company developing and acquiring technologies that will advance the development of clean energy. ARSC, through its Hydra subsidiary, is developing high efficiency, mass producible hydrogen fuel cells. Its American Hydrogen subsidiary is commercializing several technologies to produce hydrogen inexpensively.
For more information, please see: www.americansecurityresources.com
Safe Harbor Statement
This news release contains certain "forward looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934.Although the Company believes the expectations reflected in such forward looking statements are reasonable, it can provide no assurance that actual results will meet or exceed such expectations.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: American Security Resources Corp.
By Staff
CONTACT: CONTACT: Frank Neukomm or Bob Farr American Security Resources Corporation 713-465-1001 begin_of_the_skype_highlighting 713-465-1001 end_of_the_skype_highlighting begin_of_the_skype_highlighting 713-465-1001 begin_of_the_skype_highlighting 713-465-1001 end_of_the_skype_highlighting end_of_the_skype_highlighting info@amsrcorp.com
(C) Copyright 2010 GlobeNewswire, Inc. All rights reserved. --------------------------------------------------------------------------------
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Based on the 14C and PR information together IVOI will, imo, go through an R/S after merger when ARSC shareholders have voting control of the company and then the name will change to HYDRA and then ARSC shareholders get their Divy. Maybe they wanted to let IVOI shareholders know that they will not R/S until after merger so shareholders that wanted out could get out if they wanted to before their shares are R/S'd. In my opinion I think you may even be a winner with IVOI if you buy at today's levels even if there is an R/S (Based on estimated value of .08 to .16 a share for HYDRA in ARSC's PR). IVOI has to go through an R/S to obtain a value of .08 to .16 per share because it's current share structure will not support the .08 to .16 per share value. ARSC shareholders are difinite winners here. Plus i hope ARSC has something else brewing with their other subsidary American Hydrogen Corp after this merger of HYDRA and IVOI.
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