Solar Energy Initiatives, Inc. Retains Wellfleet Partners, Inc. to Maximize Shareholder Value Through Mergers and/or Acquisitions Press Release Source: Solar Energy Initiatives, Inc. On Wednesday May 4, 2011, 11:01 am EDT NEW YORK, NY and PONDE VENDRA BEACH, FL--(Marketwire - 05/04/11) - Solar Energy Initiatives, Inc. (OTC.BB:SNRY - News), today announced that it has retained the 13 year old advisory and consulting firm Wellfleet Partners, Inc. (Wellfleet) to evaluate and effectuate a strategic partnership, merger and/or acquisition. Wellfleet will work to recapitalize the company and seek out new growth opportunities in order to maximize shareholder value. The decision was made due to the reduction in value of its current solar business.
"It is apparent that the Company's core business, due to difficult market conditions, has depreciated in value and thus the Board of Directors believe that it would be better suited to locate a transaction that would transition from its current core business to a business that could maximize value for current shareholders," stated Mark I. Lev, Chairman and CEO of Wellfleet Partners. "We believe that with our team of esteemed professionals, our world class advisory board, and numerous contacts, we will be able to find several opportunities and then hopefully be able to negotiate a successful transaction. We will stay actively in touch with the shareholders and investors as we continue to search for strategic opportunities. We expect to shortly announce the appointment of two new board members who will assist us in entertaining all available business opportunities."
Solar Energy Initiatives Solar Energy Initiatives, Inc. (OTC.BB:SNRY - News) is a developer of solar photovoltaic installations. These services are provided through its wholly owned subsidiary, SNRY Power, who is a developer and manager of municipal and commercial scale solar projects. For more information please visit www.solarenergy-us.com/.
About Wellfleet Partners, Inc. Wellfleet Partners, Inc. (Wellfleet), a thirteen year old boutique financial services and consulting firm, was founded by Mark I. Lev in early 1998. The Company's emphasis is to engage in a wide variety of corporate finance, venture capital, management consulting and corporate Investment Banking related activities to a broad range of public and private emerging small to medium sized growth companies. In addition, through subsidiaries and/or affiliates, it offers financial and brokerage services and money management as well and has strategic partnerships and offices in London, England, Ra'anana, and Tel Aviv, Israel, Dublin, Ireland, Miami and Fort Lauderdale, Florida; Southern California (Los Angeles & San Diego), Northern California (Palo Alto) and in conjunction with MRM Finance LLC, jointly opened an office in Beijing, China in 2008. Wellfleet renders all of its fund raising and investment banking related activities through Sandgrain Securities, Inc., a registered FINRA broker-dealer primarily headquartered in New York. For more information, please go to www.wellfleetpartners.com; an updated/new brochure, quarterly newsletter and/or press releases available upon request.
Excerpts from 10-Q
As of April 30, 2011 and July 31, 2010, the Company has obligations to related parties for loans and related services totaling $76,735 and $280,638, respectively On April 28, 2011, the Company entered into an Adjustment Agreement and Release pursuant to which the Company issued 16.100,000 shares of common stock to Wellfleet Partners, Inc. (“Wellfleet”) and transferred 520,000 shares of Solar Park Initiatives, Inc. to Wellfleet in consideration of a general release and the waiver of any future ratchet provision. Further, on April 28, 2011, the Company and Wellfleet entered into a Consulting Agreement whereby Wellfleet agreed to provide financial advisory, strategic transaction and business evolution services in consideration of 1,900,000 shares of common stock of the Company. Because each of our executive officers may voluntarily terminate his employment with us at any time on at least 30 days prior written notice to us, we cannot be sure if any of them will maintain their position with us for the foreseeable future .
In the event any of our executive officers terminate their employment with us, we may not be able to find suitable replacements on similar terms, if at all.
On March 28, 2011, the Company amended its certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to 750,000,000. In addition, the Company authorized 10,000,000 shares of preferred stock. On March 16, 2011, as amended on March 21, 2011, the Company and David Fann, an officer and director of the Company, entered into and closed an agreement whereby the parties agreed to convert past wages, reimbursable expenses and any accrued interest payable into shares of common stock. Further, Mr. Fann was granted and the Company issued shares of common stock in connection with his restructuring efforts in 2011. The Company issued a total of 21,012,217 shares of common stock.
On March 16, 2011, as amended on March 21, 2011, the Company and Michael Dodak, an officer and director of the Company, entered into and closed an agreement whereby the parties agreed to convert past wages, reimbursable expenses and any accrued interest payable into shares of common stock. Further, Mr. Dodak was granted and the Company issued shares of common stock in connection with his restructuring efforts in 2011. The Company issued a total of 21,012,217 shares of common stock.
On March 16, 2011, the Company compensated a professional services vendor for services with 8,000,000 shares of common stock at a value of $52,000, of which $46,000 is deferred compensation and $6,000 is paying an account payable balance. On April 28, 2011, the Company entered into an Adjustment Agreement and Release pursuant to which the Company issued 16.100,000 shares of common stock to Wellfleet Partners, Inc. (“Wellfleet”) and transferred 520,000 shares of Solar Park Initiatives, Inc. to Wellfleet in consideration of a general release and the waiver of any future ratchet provision. Further, on April 28, 2011, the Company and Wellfleet entered into a Consulting Agreement whereby Wellfleet agreed to provide financial advisory, strategic transaction and business evolution services in consideration of 1,900,000 shares of common stock of the Company.
2. THEIR BUSINESS ACTIVITY SUPPORTS IT
They sold off their only profitable piece of the company & later, they sold the only profitable asset of the company.
On February 15, 2011, the Company entered into and closed an Asset Purchase Agreement (the “APA”) with Solar Park Initiatives, Inc. (“SPI”) pursuant to which the Company sold to SPI certain assets relating to the Solar EOS program including course and instructional materials, vendor contract information, funding information for state programs and a rental agreement in Kingstree, South Carolina (collectively, the “SPI Assets”). Further, SPI has agreed to pay the Company 10% of the adjusted gross profit derived from the operation of the education program for a period of three years ending February 14, 2014.
In consideration for the purchase and sale of the SPI Assets, SPI assumed a liability in the amount of approximately $25,000, made a cash payment of $10,000 at closing and issued the Company a Promissory Note in the principal amount of $165,244 with 7.5% interest that is payable over a period of 36 months payable in three equal installments annually.
They have closed their business headquarters and have moved their address to an empty building leased for $1 per year. (From same 10-K).
The Company has moved its operations from Ponte Vedra Beach, Florida to its current address at its Kingstree, South Carolina plant facility. The Company holds a lease until March 2013.
First Coast Ticker: Solar Energy Initiatives issues dire forecast Submitted by Mark Basch on June 27, 2011 - 9:29amFirst Coast Ticker The state of Solar Energy Initiatives Inc. appears uncertain after the company issued a dire forecast last week in its quarterly report filed with the Securities and Exchange Commission, and its main phone number was disconnected. "If the company is not able to locate financing by August 2011 and negotiate the settlement of its outstanding debt, we will be forced to cease operations," the filing said. The news came just two weeks after the SEC suspended trading in Solar Park Initiatives Inc., a company that Solar Energy Initiatives spun off as a separate public company in January. Meanwhile, Solar Energy's stock continues to trade but its stock price has been below 1 penny a share since early April. After unsuccessfully attempting to reach officials of the company by phone, I went to Solar Energy's headquarters in a Ponte Vedra Beach office building Thursday afternoon and found the doors locked. No one answered when I knocked. Friday morning, I tried calling again and found the phone was now disconnected. My previous efforts to phone were met with a recorded message that I "have reached us after hours," no matter what time of day, and when I attempted to leave a message, the voice mailbox was full. So the only information available about the company is through the SEC filing. Since it emerged on the scene two years ago, Solar Energy has announced numerous plans for solar-related projects, and the latest SEC report describes the company as "a developer of solar photovoltaic installations." The company reported a net loss of $1.7 million on revenue of $520,865 for the third quarter ended April 30. "During the second quarter and continuing through the third quarter, the company experienced and continues to experience operational difficulties that were exacerbated by the lack of capital. As a result, the company curtailed a significant portion of its operations although it continues to pursue its business plan," the report said. Meanwhile, the SEC's trading suspension continued for Solar Park Initiatives, which was spun off from Solar Energy to focus on developing land for large utility-scale solar projects. The original SEC order said the suspension would last until June 20, but it appears that trading did not resume last week. According to SEC rules, stocks that trade in the OTC market like Solar Park do not automatically resume trading when a suspension ends. An SEC spokeswoman said she could not comment further on Solar Park's situation, The SEC suspended trading for Solar Park and 16 other microcap companies on June 7 because of concerns about the adequacy of information available for the companies.
I am interested in any information that can be given in regards to Solar energy initiatives.i have not seen any updated since the may 4th release on SNRY..
Can you kindly update on the status of SNRY??is Wellfleet still working on a merger or aquisition for Solar energy initiatives??
In a message dated 7/19/2011 8:54:58 P.M. Eastern Daylight Time, mlev@att.blackberry.net writes:
We are but as u can imagine, confidentially. Hoping for news soon. Cheers, Mark
Sent via BlackBerry by AT&T
From: Date: Wed, 20 Jul 2011 00:53:34 +0000 To: <mlev@att.blackberry.net> Subject: Message from Wellfleet contact page
thank you in advance for your promt response,mark. i will take you at your word in regards to SNRY. Your history shows that there is not any better hands to be in right now!! looking for at least an update real soon , if possible...
thank you,
From: Date: Tue, 19 Jul 2011 21:38:32 -0400 (EDT) To: <mlev@att.blackberry.net> Subject: Re: Message from Wellfleet contact page
Duly noted. As my clients and I have a Gazillion shares, have a lot of reasons to want this to work. Mark
From: Date: Mon, 25 Jul 2011 21:50:29 -0400 (EDT) To: <mlev@att.blackberry.net> Subject: Re: Message from Wellfleet contact page
Mark,
Obviously not the response I was looking for,however totally understandable.I would like to say thanx for answering so quickly.I will just trust that you and your team are working some magic behind the scenes!!
Honestly, I wouldn't have so much on the line if it wasn't for your name and your company being involved with snry.
thank you again,
As both an attorney AND the co's bankers, we have to exercise discretion. M Sent via BlackBerry by AT&T
And another follow-up for Mark Lev & Wellfleet Partners
From: Date: Fri, 2 Sep 2011 01:02:28 +0000 To: <mlev@att.blackberry.net> Subject: Message from Wellfleet contact page Name Email Message
MR. Lev, Could you kindly tell me if you are still currently working with solar energy initiatives on a possible merger and/or acquisition as made public in their may 4th press release? I am recieving no response from solar energy initiatives management?
thank you for your response
Yes Sent via BlackBerry by AT&T
6. CONTINUAL FILINGS SUPPORT IT – THE COMPANY HAS ALREADY SIGNED A DEFINITIVE AGREEMENT!
During the second quarter and continuing through the fourth quarter of the current fiscal year, the Company continues to experience cash flow difficulties that were exacerbated by the economy, the long development cycle of project development and lack of private capital investment. As a result, the Company has reduced portions of its operations although it continues to pursue its business model.
The Company has also pursued plans to acquire the assets of an Internet marketing firm. The company has signed a definitive agreement and the close of the acquisition is scheduled for November 30, 2011. The Company is intending to restructure its debt and attempt to negotiate settlements on all of its debt holders and seek additional capital. There is no guarantee that we will be able to close the acquisition or the restructuring of the debt.
We are influenced by current officers, directors and principal stockholders.
Our directors, executive officers and principal five percent stockholders and their affiliates beneficially own approximately 25.8% of the outstanding shares of Common Stock. Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to significantly influence the election of our Board of Directors of the Company and the outcome of issues submitted to our stockholders.
The closing price of our common stock on the OTC Bulletin Board on November 10, 2011 was $.001 per share.
On November 10, 2011, our common stock was held of record by approximately 2,869 shareholders.
During November the Company issued 11,000,000 Rule 144 restricted shares to consultants as compensation for services valued at approximately $13,000.
During November, 2011 the Company has also pursued plans to acquire the assets of an Internet marketing firm. The company has signed a definitive agreement and the close of the acquisition is scheduled for December 31, 2011.
All The Best - and May That Best Come Soon!
Be careful, most people get burned by penny stocks.
