The 2 billion labels that ssty delivered to brand315 at the chinese trademark festival last week that we got $5 million for was just a test. I have done my dd on this company and the sdna is imbeded into any product except diamonds. Here is my recent dd.
Suretrace Security Inc.
Part 1
A brief view of the company history from sec filings
(Many filings were omitted just to keep it as short as possible}
Suretrace Security Inc started out as White Cloud Exploration Inc incorporated July 22nd 1983 in the state of Utah. for the purpose of obtaining capital to seek potentially profitable business opportunities. Since inception, the Company has been engaged in organizational activities and is in the development stage.
Steven C. Signer. the President and a director and Dev Mahanti is Director and Secretary of Registrant.
White Cloud, in March of 1991, entered into a Letter of Intent whereby White Cloud was to acquire 100% of the Stock of American Technology, Inc.("ATI") in exchange for stock of White Cloud. The merger was cancelled due to accounting difficulties with American Technology, Inc.
General statement of acquisition of beneficial ownership 8/18/1997. WILLIAM C. MEIER 1430 Larimer #209 Denver, Colorado 80202.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the common stock is to make a speculative investment and in order to provide consulting services to the Company relating to future acquisitions of target companies beneficial to the shareholders of the Company. Although the Reporting Person has devoted substantial effort in exploring potential acquisitions which may have potential relevance to matters referred to in paragraphs (a) through (d)of Item 4. of Schedule 13D, unresolved conditions precedent remain and it is unclear at this time whether there will be any successful closing of any acqusitions.
(We will skip forward to the sec filing 4/23/2003)
1530-9th Avenue S.E.,
CALGARY, ALBERTA, CANADA T2G 0T7
Telephone: (403) 204-0260
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class
None Name of each exchange on which registered
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, 500,000,000. $0.001 Par Value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes ______No
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. _______
State issuer's revenues for its most recent fiscal year: $ 409,237
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.):
$1,558,151 as of April 14, 2003.
Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes ______No _______
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: as of December 31, 2002.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business Development
Since its inception in July of 1983 as White Cloud Exploration, Inc. ("the Company"), has been in the developmental stage, while it has attempted to identify suitable mergers, assets or acquisitions of operations. In November 1998, the Company changed its name to Watchout! Inc.
On August 31, 2000, the Company acquired all of the issued and outstanding shares of common stock of Cormax Business Solutions, Ltd. in exchange for the issuance of 25,100,000 shares of our common stock. For purposes of the transaction, the shares were valued at $.30 per share for a total consideration of $7,530,000. The transaction was subject to receipt of certain documentation, which was received by the Company on September 9, 2000. Pursuant to the share acquisition Agreement, Todd Violette was appointed as President and Chairman of the Board of Directors of the Registrant.
On March 7, 2001, the Company filed an amendment to its articles of incorporation changing its name to Cormax Business Solutions Inc.
On April 1, 2001 Cormax Business Solutions Inc. purchase 100% interest in Expanded Systems Solutions Inc. ("Expanded Systems"). Cormax purchased Expanded Systems from Novalink for $200,000 USD. Expanded Systems is a wholly owned subsidiary of Cormax Business Solutions Inc.
On January 29, 2003, the Company acquired all of the issued and outstanding shares of Identification Technologies Inc., a private Alberta corporation ("Identex"), in exchange for 1 million shares of the Company's Series B Preferred Stock. Immediately following the acquisition of Identex, the Company changed its name to Sure Trace Security Corporation.
OVERVIEW OF BUSINESS
Sure Trace, through its wholly owned subsidiary Identification Technologies Inc. ("Identex"), sells proprietary security products and services. The markets for its products and services are worldwide. Studies completed by Ernst & Young, the US Department of Labor and the US Chamber of Commerce value these markets in excess of $1 trillion annually.
Due to the events of September 11, 2001, security in all its forms has become a major concern for both government and private sector businesses. Sure Trace has a solution that is proven, proprietary and extremely adaptable to many applications.
Identex is initially focusing on Loss Prevention, which is a polite means of describing employee/contractor theft from medium to large industrial employers. Based on the Ernst & Young and the US Department of Labor, studies employee theft averages $500 per year per employee; 10% of employees will never steal, 15% are considered to be habitual thieves, which leaves the 75% in the middle that steal on an opportunistic basis.
The goal of Identex's products and services is to raise the bar in terms of the risk associated with stealing and to reduce theft through a combination of science and psychology.
Science
Identex manufacturers a chemical formulation known as "taggant", which is forensic fluid often likened to DNA. Once applied to the surface of literally any asset (tools & equipment), it actually sinks beneath the surface and bonds with the asset on a molecular basis. Removal of the mark is extremely difficult without obvious damage to the asset. The taggant can withstand extreme abrasion, extended baths in acids and solvents, and even 3,0000F (2,4000F melts glass). Once applied, ownership can be guaranteed with certainty. For example, two identical assets owned by two
different companies can be correctly identified as to which asset belongs to which owner with 100% accuracy, 100% of the time.
3
Psychology
This forms a major component in the overall success of Identex's program. Once the product has been installed, company employees, through an ongoing awareness campaign, are shown exactly how the product works and thus discover that extreme abrasion, acids and solvents and even 3,0000 F will not remove the taggant. Taggants can be applied both covertly and overtly. A florescence is added to the formulation, which forms the first line of detection. UV lights are used at entry/exit gates so that security personnel as well as employees/contractors can easily identify marked assets.
Identex
The Identex taggant formulations work with the Niton proprietary patented portable elemental scanner. This scanning technology is able to identify an individual formulation to the very low 5 parts per million. Each client receives a unique formulation of the taggant so those assets belonging to one client can always be identified as theirs. Asset scanning forms a significant component within the ongoing employee awareness campaign.
While the vast majority of employers typically terminate an employee caught stealing, it is critical to the success of any deterrence program that employees know that prosecution is a real option and not just an empty threat.
Research
Identex engaged Kroll & Associates, the worlds largest security firm, to assist in the development of a "chain of evidence" able to withstand legal scrutiny should a client ever wish to legally pursue an employee for theft. The installation of a complete chain of evidence, which is comprised of a series of policies, procedures and documentation forms a major component of the services provided in conjunction with Identex's products and is another component of the employee awareness campaign.
Marketing Strategy
Prior to its acquisition by Sure Trace, Identex sold Loss Prevention products throughout Canada on a direct sale basis. Identex's client list is impressive and includes such major corporations as Bombardier, Ford Canada, GM Canada, Stelco Steel, Irving Oil, Imperial Oil, Toronto Transit, and Atomic Energy of Canada to name a few.
Sure Trace has significantly altered Identex's distribution strategy by introducing a channel partner distribution strategy as opposed to direct sales. To this end, Identex has completed national distribution agreements with the Commissionaires (of Canada) and with ToolWatch Corporation of Denver, CO. Identex is currently negotiating with several additional firms for distribution agreements on an international scale.
This distribution model for Loss Prevention provides Identex with several significant advantages over direct sales. It has often been said that "people buy from people but they generally buy from people they like and trust". Using existing security firms or firms with a complimentary product or service provides Identex with a large existing sales force that has access to a large existing client base that knows and trusts this sales force. Moreover, as this sales force is a third party to Identex, selling costs and expenses are borne by the distribution channel partner until a sale is actually completed. The following examples will elucidate our strategy
Example One -Horizontal Channel Partner
The Commissionaires are Canada's largest security personnel provider to all levels of government and private sector business. In 2002 the Commissionaires' labor force grew to 17,000, which are largely made up from retired military and police force professionals. In that same year gross sales reached 270 million CDN. The Commissionaires boast better than 1,800 private sector businesses that meet Identex's industrial client profile and have direct access to many senior government officials.
Example Two-Vertical Channel Partner
ToolWatch produces an Asset Management software program and in its 12 year history has accumulated better then 6,000 clients of which 5,000 meet Identex's industrial client profile. Much like the Commissionaires, ToolWatch has a professional sales force but does not employ security personnel. As such, ToolWatch's distribution strategy involves the establishment of regional seminars where ToolWatch will expose their clients to Identex products and services. ToolWatch will then establish a "Security Association" amongst groups of regional clients. The associations will hire the appropriate number of security professionals who will initially form the installation coordination team, then form the employee training team, and then facilitate an ongoing employee awareness campaign.
4
Identex intends to replicate this distribution strategy throughout Europe, Asia, Africa and the Middle East.
While gross margins on Loss Prevention sales average sixty eight percent (68%), margins in Authentication are higher. Identex has elected to initially focus on Loss Prevention as this strategy facilitates a geographically broad distribution of portable scanners, which forms a central core to the ultimate success of Authentication. The benefits of the broad geographical distribution of scanners are described in greater detail below.
Authentication involves positive proof of origin, right to hold, or outright ownership of an asset. These assets can include documents, gems, component parts, and of course brand name finished goods. The Washington Anti Counterfeiting Coalition has determined that the cost of fraudulent replication of assets amounts annually too more than 1 trillion dollars (USD) worldwide.
Identex-A New Market Category
Globally five other companies sell "coded" fluids. However, none of these companies possess portable scanning technology and as such require their clients to use a test called "laser ablation" to prove ownership. The most active of these companies, ISOTAG of Texas, uses a color shifting UV (black) light technology. While accurate, the UV technology is expensive and stationary. In addition, as their coded fluid is organic in nature it sits on top of the surface and fades over time under natural light. Identex has a significant advantage over this technology, as its product is inorganic, bonds with the asset on a molecular basis, will never fade, and is readable with a relatively, inexpensive portable scanner. As such Identex considers itself as a new market category.
To manage this diverse market opportunity Identex has broken Authentication into the following subgroups: Government Services, Industrial Authentication and Brand Authentication.
Government
Since September 11th, governments around the world have established significant budgets to augment their security efforts. Identex's products can be used in passports, immigration documents, currency, personnel identification badges, contracts, airspace security, etc.
Industrial Authentication
Industrial authentication provides industries such as automotive with the ability to determine legitimate parts as opposed to "knock-off" parts. False warranty claims and legal liability suites are a major concern for corporations. Industries such as aerospace and high-pressure valve producers are required to test component parts on a routine basis. Art collections, lottery tickets, casino checks and playing cards, gem certificates, the gems themselves all require positive verification.
Brand Authentication
Most, if not all, major brand names from soda pop to clothing, to sporting goods face significant problems due to the fraudulent replication or outright theft of their products.
The largest hurdle to effectively capture this market opportunity(s) has been the lack of quick and positive authenticate in the field. Telling a border guard who suspects a shipment of goods to be fraudulent that authenticating the shipment might take days if not weeks is simply not feasible. The combination of Identex's taggant and Niton's scanner meets the immediacy needed is the perfect if not ultimate solution.
Niton's scanning technology has a built-in database that allows for specific information to be permanently tied to a particular formulation of taggant. This information could be date of issue, ownership, purchase order number, shipping detail, expected location, etc. This database can be updated "on the fly" by a field investigator. The built-in database can be connected to a larger central database via direct dial-up, cell phone, or satellite communications. This allows for two-way communications so that a field investigator can download new taggant signatures along with associated database information as well as uploading their findings in the field.
5
Sure Trace and Identex's management team includes 10 seasoned veterans that posses better than 200 years of sales and management experience. This management team has been assembled to manage the channel distribution partners and pursue specific industrial verticals as they relate to various authentication markets.
Identex filed a process patent application with the U.S. Patent and Trademark Office on March 8, 2002, as application number10/094,297, entitled "Asset and Brand Protection System Using X-Ray Fluorescence Analysis of Unique Elemental Taggant." This application covers the process by which Identex tags and identifies an item using an x-ray fluorescent and spectrographic analyzer and maintains a database of the items tagged with taggants.
Identex has trade-marked the name "Identex" with the Canadian Intellectual Property Office, as well as the phrase "Marked For Life!" The first trade-mark was registered on February 4, 2003 and the second was registered on February 10, 2003. These trade-marks are valid for 15 years from the respective registration dates and are subject to renewal at that time.
Sure Trace/Identex is not aware of any government regulations that might adversely affect its business.
Identex has spent approximately $467,000 US ($700,309 CDN) on research and development in fiscal year 2001 and $285,000 USD ($428,005 CDN) in fiscal year 2002.
Identex's manufacturing process involves the use of certain chemical compounds. The use of these compounds is regulated and Identex has established a waste management and disposal system that complies with all government environmental regulations.
Employees
As at February 15, 2003 the Corporation had 2 full time employees and Identex had 4 full time employees and 4 contract employees.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company, through its wholly-owned subsidiary, Identification Technologies Inc., leases 2000 square feet of Class B security lab space in Kelowna, British Columbia. The lease was for a three year term, with 2 years and 9 months currently remaining. The monthly cost of this lease is approximately $670 US ($1,000 CDN) plus taxes of approximately $116 US ($173.69 CDN) and common area, tenant improvements and sales tax of approximately $785 US ($1,172.14 CDN).
ITEM 3. LEGAL PROCEEDINGS
The Company currently is not a party to any litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
STATEMENTS WHEREVER THEY APPEAR IN THIS REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.
7
Result of Operations
During the twelve month period ended December 31, 2002, we had revenues of $409,327 compared to $596,996 for fiscal year 2001. We incurred general and administrative expenses of $650,443 for the year ended December 31, 2002 and $1,002,738 for the year ended December 31, 2001. Net Loss in the year ended December 31, 2002 was ($745,708) or ($0.008) per share compared to net loss of ($925,651) or ($.05) per share in the same period 2001. We recognize revenues as they are earned, not necessarily as they are collected. Direct costs such as hardware and software purchases for resale and subcontracting fees are classified as cost of goods sold. General and administrative expenses include salaries, accounting, advertising, contract labor, bank charges, entertainment, equipment rental, insurance, legal, supplies, pay roll taxes, postage, professional fees, telephone and travel. The decrease in general and administrative expenses during fiscal year 2002 as compared to fiscal year 2001 is primarily attributable to tighter cost controls.
Liquidity and Capital Resources.
The auditor's report accompanying our audited financial statements for the year ended December 31, 2002 indicated that there is substantial doubt respecting our ability to continue as a going concern. The qualification was due to our need to generate positive cash flow from operations or obtain additional financing. During the year ended December 31, 2002, we were generated negative cash flow of ($38,551). No assurance can be given that we will be able to achieve positive cash flows or obtain additional financing for operations.
We have incurred losses since the inception of our business. We expect to continue to incur losses until we increase our revenues while reducing costs of good sold and general and administrative expenses. We have been dependent on additional funding from lenders and investors to conduct operations. At December31, 2002 we had a retained deficit of ($6,200,473) compared to retained deficit of ($5,454,765) at and December 31, 2001. As of December 31, 2002, we had total current assets of $-0- and total current liabilities of $716,057 or negative working capital of ($716,057). At December 31, 2001, we had total current assets of $182,170 and total current liabilities of$788,383 or negative working capital of ($606,213). We currently have no material commitments for capital expenditures. We will continue to evaluate possible acquisitions or investments in businesses, products and technologies that are complimentary to ours. These may require the use of cash which would require us to seek financing.
We currently do not have sufficient cash or working capital to meet our operating needs. We will need $700,000 to meet the operating needs of Sure Trace and our subsidiary Identex. We will have to sell additional equity or debt securities or seek additional credit facilities to fund acquisition-related or other business costs. Sales of additional equity or convertible debt securities would result in additional dilution to our stockholders. We may also need to raise additional funds in order to support more rapid expansion, develop new or enhanced services or products, respond to competitive pressures, or take advantage of unanticipated opportunities. Our future liquidity and capital requirements will depend upon numerous factors, including the success of our service offerings and competing technological and market developments.
We will not undertake any company-sponsored research and development during the next twelve month period. Any research and development work that will be undertaken will be done at our customer's expense.
( There is much more to this filing but I wanted to shorten it as much as possible)
Notification of inability to timely file Form 10-Q or 10-QSB 2003-05-15
Notification of inability to timely file Form 10-Q or 10-QSB 2003-08-15
a.
(1) Resignation of Accountant
On May 22, 2003, the Board of Directors of Sure Trace Security Corporation (the "Corporation") dismissed Michael Johnson & Co., the Company's independent auditors. Michael Johnson & Co. audited the Company's consolidated financial statements for our two most recent fiscal years ended December 31, 2002.
The report of Michael Johnson & Co. accompanying the audit for our two most recent fiscal years ended December 31, 2002 was not qualified or modified as to audit scope or accounting principles. However, such report did contain a modification with regards to the entity's ability to continue as a going concern.
During our two most recent fiscal years ended December 31, 2002, and during the interim period up through May 22, 2003, there were (1) no disagreements between the Company and Michael Johnson & Co. on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure; (2) no reportable events as such term is defined by paragraph (a)(1)(iv) of Item 304 of Regulation S-B promulgated by the Securities and Exchange Commission ("Regulation S-B"); and (3) no matters identified by Michael Johnson & Co. involving our internal control structure or operations which was considered to be material weakness.
Michael Johnson & Co. reviewed the original Form 8-K, which the Corporation filed with the Securities and Exchange Commission on May 29,2003, with respect to the previously mentioned disclosure and was asked to furnish a letter with respect thereto. As of the date of this filing, the Corporation has not received any letter from Michael Johnson & Co. regarding to the disclosures made in the original Form 8-K.
a.
(2) Engagement of New Accountant
On May 22, 2003, the Board of Directors of the Company appointed Grant Thornton LLP as the Company's new independent accountants.
During its two most recent fiscal years ended December 31, 2002, the Company did not consult with Grant Thornton regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of opinion that might be rendered regarding our financial statements, nor did the Company consult with Grant Thornton with respect to any accounting disagreement or any reportable event as such term is defined by paragraph (a)(1)(iv) of Item 304 of Regulation S-B
Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405 2004-03-30
(4/15/2004)
Code of Ethics
For Senior Financial Officers
And the Principal Executive Officer of:
Sure Trace Security Corporation
Sure Trace Security Corporation (the "Company") is committed to conducting its business in compliance with all applicable laws and regulations and in accordance with high standards of business conduct. The Company strives to maintain the highest standard of accuracy, completeness, and disclosure in its financial dealings, records, and reports. These standards serve as the basis for managing the Company's business, for meeting the Company's duties to its stockholders, and for maintaining compliance with financial reporting requirements. The Company's principal executive officer and all of the Company's senior financial executives must agree to comply with the following principles and will promote and support this Code of Ethics, and comply with the following principles. For the purposes of this Code of Ethics, "senior financial officers" means the Company's principal financial officer and controller or principal accounting officer, or persons performing similar functions.
The principal executive officer and each senior financial officer of the Company will adhere to and advocate the following principals and responsibilities governing his or her professional and ethical conduct, each to the best of his or her knowledge and ability.
1.
Act with honesty and integrity and in an ethical manner, avoiding actual or apparent conflicts of interest in personal and professional relationships.
2.
Promptly disclose to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee, any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest between personal and professional relationships.
3.
Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company.
4.
Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable.
5.
Comply with applicable rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies.
6.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.
7.
Use good business judgment in the processing and recording of all financial transactions.
8.
Respect the confidentiality of information acquired in the course of the Company's business, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of work for personal advantage.
9.
Share knowledge and maintain skills important and relevant to his or her constituents' needs.
10.
Promote ethical behavior among constituents in the work environment.
11.
Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.
12.
Comply with generally accepted accounting standards and practices, rules, regulations and controls.
13.
Ensure that accounting entries are promptly and accurately recorded and properly documented and that no accounting entry intentionally distorts or disguises the true nature of any business transaction.
14.
Maintain books and records that fairly and accurately reflect the Company's business transactions.
15.
Sign only those documents that he or she believes to be accurate and truthful.
16.
Devise, implement, and maintain sufficient internal controls to assure that financial record keeping objectives are met.
17.
Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts.
18.
Not knowingly be a party to any illegal activity or engage in acts that are discreditable to my profession or the Company.
19.
Respect and contribute to the legitimate and ethical objects of the Company.
20.
Engage in only those services for which he or she has the necessary knowledge, skill, and expertise.
21.
Not make, or tolerate to be made, false or artificial statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda, or communication of any type, including telephone or wire communications.
22.
Report to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee any situation where the Code of Ethics, the Company's standards, or the laws are being violated.
Those required to comply with this Code of Ethics understand that failure to comply with this Code of Ethics will not be tolerated by the Company and that deviations there from or violations thereof will result in serious consequences, which may include, but may not be limited to, serious reprimand, dismissal or other legal actions.
The parties subject to this Code of Ethics will acknowledge in writing that they agree to comply with these requirements.
Notification of inability to timely file Form 10-Q or 10-QSB 2004-05-17
Notification of inability to timely file Form 10-Q or 10-QSB 2004-11-12
Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405 2005-03-31
(5/26/2005 Michael Cimino comes on board)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report: May 26, 2005
---------------------------------
(Date of earliest event reported)
Sure Trace Security Corporation
(A Utah Corporation)
------------------------
(Exact name of registrant as specified in its chapter)
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
----------------------------------------------------------------------
On May 25, 2005, the Company appointed Michael Cimino to the positions of President of the Company and Vice Chairman of the Board of Directors. On the same date, the Company appointed Ron Bell to the position of head of Operations and Sales. James MacKay will provide continued services under the title ofFounder
(8/11/2005 Richard Epstein buys 133,777,778 shares of common stock}
[Paper]Registration of sale of securities [Regulation D and Section 4(6) of the Securities Act of 1933], item 04
Film# = 05066949 2005-09-23
(I do not have access to the regdex filing, could someone supply it?}
(Short summary IMO}
Since it’s inception White Cloud Exploration and Cormax, the company was in the development stage with no direction. When Suretrace acquired Identex on January 29th 2003 is when the company Suretrace found it’s purpose.
(The next part – Suretrace’s smart decision to go after China market}
Suretrace Security Inc.
Part 2
Suretrace Security’s bold and smart decision to go after China market
Before I go into the recent events that lead up to the signing of the service agreement that True Product ID Technology (Beijing) Limited signed with the National Brand Cartel Anti-Counterfeiting Cooperation Network – Brand315 where the contract calls for the joint venture to mark 2 billion labels of the top brands in China, I want to go back for a moment and give a timeline of events leading up to 5/26/2005 when the company’s new President and Vice Chair Mr. Michael Cimino took over.
As I stated in part one, the brief company history from sec filings. Here is the timeline:
1983 – White Cloud Exploration – to seek profitable business opportunities.
1991 – White Cloud merger with ATI was cancelled due to accounting difficulties.
1997 – William C Meier acquired common stock in White Cloud Exploration.
2000 – White Cloud Exploration acquires Cormax Business Solutions LTD.
2002 – Identex files patent in U.S. App# 10/094,297
2003 – White Cloud Exploration acquired all of the issued and outstanding shares
Of Identification Technologies Inc. a private Alberta corporation (“Identex”}
Immediately following the acquisition if Identex , the company changed its name to Sure Trace Security Corporation.
Now what becomes interesting is what happened between the acquisition of Identex in January of 2003 up to May 26th 2005 when Michael Cimino took over as President. Here is the information that I have looked at and my personal opinion of what happened.
After the Identex acquisition, Suretrace decided to go after the existing markets that Identex had been working on. These markets included loss prevention, authentification and anti-counterfeiting products throughout Canada on a direct sale basis. The client list included Bombardier, Ford Canada, GM Canada, Stelco Steel, Irving Oil, Toronto Transit and Atomic Energy of Canada.
Identex manufacturers a chemical formulation known as "taggant", which is forensic fluid often likened to DNA. Once applied to the surface of literally any asset (tools & equipment), it actually sinks beneath the surface and bonds with the asset on a molecular basis. Removal of the mark is extremely difficult without obvious damage to the asset. The taggant can withstand extreme abrasion; extended baths in acids and solvents, and even 3,0000F (2,4000F melts glass). Once applied, ownership can be guaranteed with certainty. For example, two identical assets owned by two different companies can be correctly identified as to which asset belongs to which owner with 100% accuracy, 100% of the time.
Continuing with my thought from the previous paragraph, after the Identex acquisition, Sure Trace decided to go after these existing markets. Then on September 11th 2001 when The United States was attacked by terrorists, the company included in their marketing plan security issues such as passports, immigration documents, currency, personnel id badges, airspace security, authentification of art collections, lottery tickets, casino checks and playing cards. With the use of Identex’s taggant and Niton’s scanner. The company admitted at the time that the Niton scanner was not the ultimate solution.
In my opinion the marketing of loss prevention, authentification and anti-counterfeiting products to Identex’s existing clients mentioned earlier was just not bringing in enough revenue or maybe Sure Trace realized at that time that the biggest market for their product line was in China. I believe the latter is the case. This I believe is when Mr. James Mackay decided his vision for the company would be changed. The new focus would be on the biggest market in the world – China. I do believe that some of Identex’s clients still have the potential of being clients of Sure Trace in the future, however once Sure Trace is recognized as the Chinese Government’s standard solution for anti-counterfeiting efforts, authentification, tracking and many other uses, then and only then will we be able to prove to the rest of the world the unique value and effectiveness of our products and services.
Continuing with the timeline:
5/2003 – Resignation of old Accountant and engagement of new accountant.
4/2004 – Code of ethics for senior financial officers and the principal executive officer of Sure Trace established.
This is the time period when I believe Mr. James Mackay realized he had a big problem on his hands. He had financial officers and executive officers of the company trying to destroy the company and steal the technology and clients.
5/26/2005 Mr. Michael Cimino is retained as the new President and Vice-Chairman. Mr. Cimino, will coordinate and oversee the structure of any resulting relationship between the company and its Chinese partners.
(It is very interesting that on 5/26/2005 Mr. Michael Cimino is appointed new President and Vice-Chairman and the very next day the company comes out with this press release:)
Sure Trace Team En Route to Beijing, China; Group Includes Chairman, New Head of Operations & Sales, CTO and Other Outside Technical Advisors - Multiple Demonstrations Planned
May 27, 2005
PHILADELPHIA--(BUSINESS WIRE)--May 27, 2005--Sure Trace Security Corporation (OTC:SSTY) has today announced that, in response to a request from our Chinese associates, it is dispatching its presentation team to Beijing, China. The Chairman is already en route and plans to stay in China, at the request of our hosts, for an extended period of time, in order to be the company's cultural liaison as the parties take the first steps in building what the company hopes is a long term relationship.
He will be joined over the next few days by the newly appointed head of Operations & Sales, Mr. Ron Bell, as well as by our Chief Technology Officer, Mr. Grahame Entwistle. The team will also include additional members made up of expert technical & scientific advisors who are well versed in the specific technology that the company will demonstrate.
After the initial phase and demonstration stage, the company's new President and Vice-Chair, Mr. Michael Cimino, will coordinate and oversee the structure of any resulting relationship between the company and its Chinese partners, with the input and assistance of the full team.
About Sure Trace Security Corporation
Sure Trace is one of the premier systems integrators for anti-counterfeiting and security surveillance applications and a world-class provider of integrated tracking devices. The company intends to deliver turnkey solutions, both onshore and offshore, for governments, armed forces and industry, through its own proprietary technology and through aggregating the technology, products and services of third parties via licensing agreements and or joint ventures.
It is my opinion that James Mackay had been working with Mr. Cimino for quite some time. The time between April of 2004 when the company established the code of ethics up to the date that Cimino came on board, I believe that they were working together in the secret talks to bring on Cimino as President and restructure the company. Ask yourself this question, how the heck can the company hire Cimino on 5/26/2005 and then come out of the gate the day after on 5/27/2005 with a Sure Trace Team en route to Beijing, a new head of operations and sales Mr. Ron Bell, a new CTO Mr. Grahame Entwistle and other outside technical and scientific advisors. We have multiple demonstrations planned. Also how could Mackay and Cimino have developed relationships with its Chinese joint venture partners Sure Trace Asia Ltd and Suneray all in just one day. It is obvious that the two had been working on restructuring the company for the entire year between April 2004 and May of 2005.
(From the date of the May 27th press release and Sure Trace sending their team en route to Beijing, I believe they knew they needed to strengthen their relationships with the Chinese joint venture partners. As Cimino stated…while others may still be just knocking at the door, the Chinese Government itself, through Suneray has already invited us in… So in less than a month on June 17th 2005 Sure Trace comes out with another huge press release and more major accomplishments.)
Sure Trace Strengthens Chinese Connection; Company Increases Its Equity Stake In China Joint Venture Vehicle; Sure Trace Asia Ltd. To Become Wholly Owned Subsidiary
June 17, 2005
PHILADELPHIA--(BUSINESS WIRE)--June 17, 2005--
New CEO Added; China Demos Successfully Completed
Sure Trace Security Corporation (OTC:SSTY) (the "Company") announced that, because of its completion of a highly successful demonstration of the Company's capabilities in Beijing, China, it has been able to reshape the framework of its China joint venture. The Company will now hold a majority interest in the joint venture vehicle as opposed to a minority position.
The vehicle, Sure Trace Asia Ltd. (STA), will become a subsidiary of SSTY. The Company will now own 85% of STA instead of 40%. STA and Beijing Suneray Communication Co. Ltd. (Suneray) have an exclusive relationship to bring the Company's technologies into China, Macau & Hong Kong. The joint venture will share the costs and profits on a 50/50 basis.
Mr. William Chan, of Hong Kong, who was instrumental in bringing the Suneray deal to STA, has also agreed to become the CEO of both SSTY and STA. He will also sit on both Boards and will be located in the Company's Hong Kong office. Mr. Cimino will be President and Vice-Chairman of both companies and operate out of the Company's home office in Philadelphia.
Suneray, incorporated in Beijing, China, is legally authorized by People's Republic of China as an agent for the organization and implementation of the Unified Coding Rules for Products and Services, a compulsory national standard of the People's Republic of China.
Mr. Cimino, the Company President said, "This is a promising deal for the shareholders of Sure Trace. We have formed a joint venture with a major gatekeeper for the Chinese government, for the introduction of the types of technologies that we provide. In effect, the door to China is wide open to us... while others may still be just knocking at the door, the Chinese government itself, through Suneray, has already invited us in... That gives us a strong competitive advantage... especially given that we have successfully completed the demonstration stage of the process."
"Now that we also own a majority interest in STA, I believe we have further protected the interests of Sure Trace's shareholders and increased the value of the Company's holdings," said Cimino.
(Wow things are really heating up now! With highly successful demonstrations in Beijing, the reshaping of the China joint venture 85% rather than 40% as a result of those successful demonstrations, Mr. William Chan of Hong Kong now on board, who in my opinion is a huge part of our success and it is stated that Suneray is legally authorized by Peoples Republic of China as an agent for the organization and implementation of the Unified Coding Rules for Products and Services, a compulsory national standard of the Peoples Republic of China. “The door to China is wide open to us.”)
As part of Sure Trace’s vision to provide a complete anti-counterfeiting, brand and product authentication and security products, they have been working on acquiring Globe Staff Consulting and Sensor Media Corporation. It was stated that Sure Trace chose to concentrate on the efforts in closing its deal with Suneray first and then using the connections developed through Suneray to build markets for SSTY in China and the ability to obtain contracts for the fingerprint imaging systems, solar collection systems and TV back-plane systems.
China Joint Venture Meets With 2008 Chinese Olympic Officials; Sure Trace Completes Globe Staff Acquisition; Acquisition Restructured; Company Issues Restricted Shares As Purchase Price
July 12, 2005
PHILADELPHIA--(BUSINESS WIRE)--July 12, 2005--Sure Trace Security Corporation (OTC:SSTY) is pleased to announce that it has completed the acquisition of Globe Staff Consulting (GSC).
Unlike the prior acquisition agreement, the main consideration for the purchase was the issuance of restricted stock. The restructured agreement reduced the cash requirements contained in the earlier purchase document, which will free up resources for the Company's China initiative and other endeavors.
Michael Cimino, the Company's President said, "Our Chairman, Jim Mackay, was instrumental in this renegotiation of the acquisition price. Not only did the Company drastically reduce the purchase price, the Company was able to deliver another technology to the Chinese market that it has been clamoring for and to further enhance our overall perceived usefulness to the Joint Venture. We recognized a market need and found the way to deliver what they wanted."
Recently, GSC has conducted successful demonstrations of its Globe Track technology with two major international security companies, within the past few weeks and both companies have expressed a strong interest regarding GSC's products and services. Additionally, the French Government has referred a major industry representative to SSTY, via its GSC connections regarding a bold anti-counterfeiting measure aimed at the worldwide retail goods market.
Additionally, our Chinese joint venture, Sure Trace Technology (Beijing) Limited, has also met with the 2008 Chinese Olympic Committee. Our partner Suneray had presented our anti-counterfeit technology to the Committee for use in tickets, merchandise and credentials as well as GSC's Geo Track technology for use involving the participants in the games.
Also, our Chinese counterpart, Suneray has indicated to our management that several companies will be positioned to begin exploiting the Joint Venture's solutions involving tobacco, documents, to produce and other retail items.
(The next week Sure Trace enters into a binding agreement with Sensor Media Corp}
Sure Trace Licenses Additional Technology For Use In China; Company Also Offers Details Of Previous Acquisitions; Hires CFO
July 27, 2005
12:04 ET PHILADELPHIA--(Business Wire)--Jul 27, 2005--
Sure Trace Security Corporation (OTC:SSTY.u) has today announced that, it has entered into a binding agreement with Sensor Media Corporation (Sensor) through its subsidiaries, to utilize Sensor's licensed technology in China, Hong Kong and Macau. It has also been granted the sole option to acquire Sensor's threesubsidiaries described below within 120 days of the execution of the agreement upon mutually acceptable terms.
Sensor has indicated that it owns the Intellectual Property rights to various technologies which include solar collection systems, fingerprint imaging systems, and TV back-Plane systems. These technologies are held through Sensor's subsidiaries -- SMC Solar, SMC Biometrics and SMC TV. Sensor has licensed worldwide exclusive manufacturing and distribution rights for these technologies and has granted exclusive sub-licenses to its three wholly owned subsidiaries.
Sensor's subsidiaries (SMC Solar; SMC Biometrics; and SMC TV) have, in turn, granted SSTY an exclusive sub-license to utilize, market and also sub-license these technologies within certain territories and on the terms described below:
SMC Solar: Exclusive rights in China, Hong Kong & Macau (for solar collection technology). (a)
SMC Biometrics: Exclusive rights in China, Hong Kong & Macau (for fingerprint imaging technology). (b)
SMC TV: Exclusive rights in China, Hong Kong & Macau (for TV back-Plane technology). (b)
(a) After 120 days from the execution of the Agreement, the rights will become worldwide except for the following territories, where SMC already has existing contracts: Japan, Australia, New Zealand, Europe, Soviet Union and Africa).
(b) After 120 days, the rights will become worldwide.
Also, in response to inquiries from its shareholders SSTY wanted to clarify the details and chronology of the Globe Staff and Sensor acquisitions.
SSTY previously announced letters of intent with SMC Biometric and Globe StaffConsulting (GSC). Since then, SSTY chose to concentrate its efforts in closing its deal with Suneray Beijing, and then using the connections developed/introduced through Suneray to build markets for the SSTY, SMC Biometric and GSC products/technologies.
The terms of the prior acquisition agreements were not fully met, after signing, by the parties, so current management revisited the situations and found a way to restructure the deals to the Company's benefit and to the approval of both GSC and Sensor. In the case of the GSC deal, instead of paying GSC six million ($6,000,000) dollars as consideration for the purchase, the Company was able to acquire 100% of the stock of GSC in exchange for the assumption of certain liabilities of GSC which should amount to less than $600,000. The company also issued GSC 242.5 million restricted shares of SSTY common stock as consideration for the acquisition.
SSTY has also today announced that it has resigned an updated and renegotiated agreement with SMC Biometric Inc. and its parent company Sensor Media Corporation. Under the terms of the LOI, SSTY has a four month option to close the acquisition which management believes will allow it sufficient time to secure revenue contracts for the fingerprint technology.
With the Suneray agreement now executed and in effect SSTY has once again focused its attention to building out its line of security products. In fact SSTY has commenced talks with its Chinese partners directly and European connections via GSC. In effect, SSTY now has the time to enter into revenue producing contracts before it has to fully pay for the acquisitions.
The Company also today announced the hiring of Joseph J. Repko, CPA as its CFO.
Mr. Repko brings many talents to the Company. He founded a full service accounting firm in 1984 with clients in a wide range of industries and services including manufacturing, video production, publishing, banking, financial, medical services, mining, automotive services, nonprofit and government entities. The services provided for these clients include compilation review, audit, tax, MIS consultation, SEC filings, IPO's and foreign operations. It has offices in Springfield, Pennsylvania (a suburb of Philadelphia) and in Jupiter Florida. Mr. Repko will work both out of the Philadelphia headquarters and a Florida location, near the Company's auditors.
(Big things in the works now, new products, joint ventures in China!)
(Next Live Television Demo Planned)
Sure Trace China Joint Venture Receives Governmental Approval; Live Television Demo Planned
July 29, 2005
09:58 ET PHILADELPHIA--(Business Wire)--Jul 29, 2005--
Sure Trace Security Corporation (OTC:SSTY.u) is pleased to announce that it has fully satisfied all the steps required by the Chinese government, both financial and technical, and has gained official approval of its joint venture, Sure Trace Technology (Beijing) Limited (the "JV"). The official signing, ratifying the venture company, took place in Beijing yesterday. In an unusual step, the official signing ceremony was carried live on the government owned national television station.
James Mackay, the Company's Chairman said, "After many months of often intense efforts, I am extremely pleased to finally announce that our technology has qualified and that the Company has met all financial requirements."
Additionally, the Company has announced that within the next week, in Beijing, it is planning a public demonstration of the JV's technology which will also be telecast live on Chinese national television.
(This next two press releases are the last ones before the sec halt, It is funny that James Mackay and William Chan who both participated in the joint venture signing ceremony on Live Television and are announcing live public demonstrations of its technology with an impressive line up of guests, with all of this happening the stock price is ready to explode, and it did. Unfortunately a couple days later on August 3rd we were halted.
Sure Trace China Joint Venture Announces List Of Scheduled Attendees For Live National TV Demo
August 1, 2005
PHILADELPHIA--(Business Wire)--Aug 01, 2005--
Sure Trace Security Corporation (OTC:SSTY.u) has planned live public demonstration, of its technology, which it expects to be telecast on Chinese national television (CCTV-1) within the next 10 days. Representatives of the government, customs, military, commercial banking and tobacco industries as well as representatives of the 2008 Olympic Committee are scheduled to be in attendance in Beijing, for the demonstration.
The Company, along with Beijing Suneray Zexin Technology Limited (Suneray) who has an exclusive relationship to bring the Company's technologies into China, Macau & Hong Kong, together formed Sure Trace Technology (Beijing) Limited (the "JV").
Michael Cimino, the Company's President and Vice-Chairman said, "Mr. James Mackay our Chairman and Mr. William Chan our CEO who both participated in last week's JV signing ceremony on live TV, have, through Suneray, our Joint venture partner, arranged quite an impressive line-up of guests... all of whom who have already been in discussions with Suneray concerning the commercial uses of the technology."
Sure Trace Plans Live Demo in Philippines; In Addition To Demos Planned In Beijing; Company Chairman Concludes Series Of Meetings In Philippines
August 2, 2005
10:22 ET PHILADELPHIA--(Business Wire)--Aug 02, 2005--
Sure Trace Security Corporation (OTC:SSTY.u) has today announced that, in response to a request from associates in the Philippines, it had dispatched its Chairman to conduct a series of meetings with government and industry officials.
As a result of these meetings, a second live television demonstration of the Company's technology will also be conducted in the Philippines in close proximity to the planned Beijing demo.
The Company also announced that it is switching the hosting of its web site from Canada to the US over the next few days and the site may be temporarily unavailable. When it returns, there will be pictures and press coverage of the JV signing ceremonies in Beijing and ultimately, video of the live television demonstrations.
(Sure Trace is halted from trading of its common stock by the SEC} Grrrrrrrrrrrrrrr
Sure Trace Responds to SEC Actions
August 4, 2005
9:00 ET PHILADELPHIA--(Business Wire)--Aug 04, 2005--
Sure Trace (OTC:SSTY.u) denies that there are any inaccuracies or inadequacies in news releases that warrant the halt of trading of its common stock by the SEC. The Company believes that the SEC, however well-intentioned, may have been misguided from sources intent on hurting the Company's business.
The Company will cooperate with the SEC and intends to provide the SEC with all relevant documents and other information as requested. Michael Cimino, the Company's CEO states, "After the SEC has had an opportunity to communicate with us and review any pertinent materials relating to our press releases, we are confident that they will agree that our stock should resume trading."
( I will end this part of my project for now, next I will give my opinions on why we got halted and continue with the stunning progress the company has made since August 3rd)
