OCTI was late on filings.... one reason AEGYe fell through...
Perhaps a good reason why OCTI ended up not being acquired....
some good news has been released since...wonder if there is more value to OCTi then previously thought or viewed?
Press Release
Alternative Energy Partners Terminates Two Acquisitions and Announces New President and CEO
Please scroll down for entire list
MERRITT ISLAND, FL – June 23, 2011 - Alternative Energy Partners (“AEGY”) today announces the return of Gary Reed to the helm of the company as President and CEO, as well as the termination of two previously announced acquisitions.
In May 2011, the Board of Directors of AEGY determined that it was in the best interests of the shareholders of AEGY that the conditional acquisition of Xnergy, Inc. should be rescinded and abandoned effective June 1, 2011, because (1) the conditions to the closing of the acquisition of Xnergy, Inc. by Healthcare of Today, Inc. had not yet been met; (2) Xnergy, Inc. had not provided audited financial statements to AEGY; and(3) the results of due diligence by AEGY raised questions regarding the suitability of the acquisition. The proposed acquisition of Xnergy, Inc. by AEGY has now been rescinded and terminated as a result of the Board action.
On November 26, 2010, Alternative Energy Partners (“AEGY”) completed an escrow closing of the acquisition of Xnergy, Inc. (“Xnergy”) from Healthcare of Today, Inc. pursuant to an Acquisition Agreement dated November 5, 2010, as reported on a Current Report dated December 1, 2010 filed with the SEC. Healthcare of Today, Inc. was then the majority shareholder of AEGY. As a result of the acquisition, Xnergy was expected to become a wholly-owned subsidiary of AEGY. The closing and acquisition were still subject to payment of an initial installment of $1,800,000 by Healthcare of Today, Inc. to the former shareholders of Xnergy, which was due on or before December 29, 2010 as well as additional due diligence by AEGY to confirm the operations and financial reporting of Xnergy. In anticipation of the completion of the acquisition, D. Jason Davis and Joey Patalano, the shareholders of Xnergy, Inc. who had contracted to sell their ownership interests in Xnergy, Inc. to Healthcare of Today, Inc., were appointed as additional directors of Xnergy, Inc., and Mr. Davis became Chairman and CEO of AEGY, and Mr. Patalano became Executive Vice President. As further reported in the Quarterly Report on Form 10-Q for the period ending January 31, 2011, filed with the SEC on March 22, 2011, the conditions to the closing of the acquisition of Xnergy, Inc. by AEGY had not yet been met, so no financial information regarding Xnergy, Inc. was included in that filing.
Accordingly, AEGY’s Board of Directors has accepted the resignations of Xnergy executives D. Jason Davis and Joey Patalano as directors, officers and employees of AEGY, effective June 1, 2011.
Gary D. Reed, Chairman of AEGY, has returned to his previous position of President and CEO, effective June 1, 2011.
In February, 2011, the proposed transfer of AEGY subsidiaries Élan Energy, Inc. and Sunarias Corporation to OCTuS, Inc., a publicly traded (OTC BB: OCTIE) company based in California engaged in the alternative energy market, as part of a spin-off transaction, under which the shares of OCTuS to be received in the transaction would be distributed by OCTuS directly to the shareholders of AEGY, was announced. That transaction and the distribution by OCTuS was intended to take place when the Articles of Incorporation of OCTuS were amended to increase the authorized common shares to accommodate the distribution, when certain defaulted debt of OCTuS, Inc. was reinstated as current, and when a registration statement for the OCTuS shares to be distributed was declared effective. OCTuS, Inc. has been unable meet the conditions to closing under the Acquisition Agreement and is now delinquent in the filing of its last two required periodic reports with the SEC. AEGY determined that the proposed transaction was no longer feasible or in the best interests of its shareholders, and the transaction has now been abandoned.
AEGY President and CEO Gary Reed says, “The announced developments are the result of AEGY’s commitment to putting the best interests of shareholders at the forefront of our business decisions. We are in an exciting space, as the alternative energy market continues to thrive. AEGY is actively moving forward with plans to expand our network of companies in a way that will best reward our shareholders and provide smart energy for a sustainable future.”
The business of AEGY remains the development and marketing of alternative energy solutions through its Sunarias Corp., Skynet Energy and Shovon companies, as well as the intended acquisition of commercial HVAC mechanical contracting companies through AEGY subsidiary Élan Energy.
