iVoice, Inc.(fka IVOI)

[WinkieBBS]

Well, that IS good news. Had gotten WAY too quiet, and absolutely no action.

[techmover]

WOOOHOOO!! Great news! I just talked to Frank on the phone and he said that nothing has changed to the negative and that the merger is STILL going through. And I asked him when he expects this to be accomplished and he told me "Soon". I pressed even further and asked what's soon 2 weeks, 3 weeks or what? Frank told me he's looking for this deal to close before the end of this month. And I also asked about Liberty Towers getting that installation done and when that would take place? Frank said that they are looking at having Liberty Towers taken care of after the merger because then the money will be in place.

[techmover]

I messaged Frank last night again to ask what is going on and haven't heard anything yet. I told him to let us know something at least, some type of info because we aren't hearing anything from them.

[WinkieBBS]

Taking way too long. A lot of hype, then it seems to have fizzled out. Sure would like to know what's going on - if anything. Frankie says all docs are signed, so what's the hold up?

[techmover]

Tell you what...I really pray this company can get this baby off the ground. It's taking a long time but still.

[techmover]

Hey Fast, what about the nice profit level of .05??

[fast001]

Keeping it real:
The highest this will get BEFORE the recap is .001 if and that's a BIG IF; it gets that far up. Then after the resetting to Hydra, It will go up to whatever its suppose to be.
But we can all hope for the best.

[techmover]

I hardly doubt it will go to a dollar. Your nice profit area will be .05 cents pps. There will be a lot of sells going through with people making their profits and with limited cash on the table. JMO though.

[sharkey1]

i'd love to see 20 cent's, depend's on how they spin it, could go to a buck

[_mmech]

Think you have the wrong board or JAP has changed his screen name

[themaninthebox]

Does anyone else anticipate .14 to .16 to start next week off or something a little higher?

[_mmech]

Looks like the merger went through and the new management is in charge-

No-Bid close today!!

[techmover]

You only several hundred. I've got 7,300 dollars in this. But hey, we'll see how it goes. I know how to work out the OPM (other people's money) method just like they do. Hehe.

[crazy horst]

Yup frankie stuck it to us,what a con man. No he is not a man,men dont do this. conman. Glad I only lost several hun.

[_mmech]

Plan is to R/S all three-ARSC, HYDRA, and IVOI and then dilute until it's at no-bid

ARSC management is great at it

[techmover]

Yes, and if this deal pulls through like everyone is hoping, then HYDRA will R/S afterwards. The plan is to have IVOI R/S immediately upon reverse merger and then after, say 3 to 6 months, have HYDRA to R/S.

[riverwil]

Ivoice had an R/S already before. Are we going to have another R/S?

[_mmech]

Please post source of this
Recapitalization isn't a R/S
Toss a poster out where you see this!

[techmover]

Ivoice does get R/S split.

[sharkey1]

look's like they signed the papaer work, it won't be long, ck out the yahoo msg board, also arsc
whoo hooo

[fast001]

In most all cases; Preferred shares do not get treated the same as common - shares in a (r/s) or any other transaction. In fact they are in a class of their own in many many ways.

[_mmech]

And where does the $24M come from? The 8K says Hydra is worth <$50,000

LMAO

[JustAnotherPenny]

500M shares @ .16 pps = 80M market cap

500M shares @ .08 pps = 40M market cap

300M shares @ .16 pps = 48M market cap

300M shares @ .08 pps = 24M market cap


imo you have to get from 6B+ IVOI common to around 1/2 Billion or less total (including existing IVOI and ARSC divy shares). The ARSC shares divy will be 133.33M. Then remaining IVOI would be 500M or less minus 133.33M. Large R/S.

[JustAnotherPenny]

I dont think so. Hydra will own Preferred shares not common shares. I;m sure preferred will not get R/S just the common shares will. That's what i have seen.

1 IVOI preferred = 153.5 IVOI common

1 HYDRA after IVOI recap = 150 ARSC shares (divy)

So, HYDRA gets 1M preferred = 153,500,000 shares of common stock

ARSC divy (assuming 20B shares) = 20B/150 = 133,333,333 HYDRA shares of common stock

Pretty obvious by the numbers and publick documents that after merger HYDRA/ARSC management, which will have voting control of IVOI, will reduce the amount of common shares of IVOI substantially to get to an estimated share value of .08 to .16 per share then give ARSC holders there divy as said in previous PR. IVOI currently has 6B+ common and that has to be brought way down to allow the share price to be .08 to .16. You know that 133M will go to ARSC holders as a divy. The current share holders of IVOI will probably be lower than that imo. 6B to 150M is R/S of 40:1.

[_mmech]

Hydra will own only 2.4% of the common shares, and @65% voting. Any R/S will impact the voting shares to the same extent should they decide to convert.

The actual "shares" of Hydra being exchange to IVOI have never been traded publically

[cureautismnow]

is a reverse split possible?seems to good to be true here..most of the time r/m also includes a r/s,,and losing all of yourr money,,curious on your thoughts here..thinking of buying a few shares or staying away,ty

[JustAnotherPenny]

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
SOURCE: IVOI 14C

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 (ARSC) Chairman of the Board and Chief Executive Officer
Robert C. Farr (ARSC) President, Chief Operating Officer and Director
James Twedt (HYDRA/ARSC) Executive Vice President and Director

SOURCE: IVOI 14C

Hydra Merger Partner IVOI Starts Countdown With SEC Filing
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
[e-mail]

[vdt]

--all HYDRA Shares shall be exchanged for 1,000,000 IVOI Series A Preferred Stock with the terms and subject to the designations, preferences and rights as set forth in the Amendment to the Certificate of Incorporation to be filed by IVOI with the State of New Jersey in substantially the form as attached hereto as Exhibit B.

-- After such exchange, no HYDRA Share shall be deemed to be outstanding.

-- Each IVOI Common Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

[nothingventured]

anyone have any thoughts on PPS after merger?

[vdt]

THANK YOU mmech. I have some hope
now, all my little penney stocks
are in disaster. So atleast, perhaps
IVOI can be something I lookforward.
vdt
-------------
not to worry, you keep all your shares (IMO)- from the merger agreement:


(d) Effect of Merger.

(i) General. The Merger shall become effective at the time (the "Effective Time" ) IVOI and HYDRA file a Certificate of Merger with the Secretary of State of the State of New Jersey. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either IVOI or HYDRA in order to carry out and effectuate the transactions contemplated by this Agreement.

(ii) Certificate of Incorporation . The Certificate of Incorporation of IVOI shall be the Certificate of Incorporation of the Surviving Corporation.

(iii) Bylaws. The Bylaws of IVOI shall be the Bylaws of the Surviving Corporation.

(iv) Directors and Officers. The initial Board of Directors and Officers of the Surviving Corporation shall be: Frank Neukomm, Chairman of the Board and CEO; Robert C. Farr, President, COO, and Director, James Twedt, Executive Vice President and Director

(v) Exchange of HYDRA Shares. At and as of the Effective Time, all HYDRA Shares shall be exchanged for 1,000,000 IVOI Series A Preferred Stock with the terms and subject to the designations, preferences and rights as set forth in the Amendment to the Certificate of Incorporation to be filed by IVOI with the State of New Jersey in substantially the form as attached hereto as Exhibit B. After such exchange, no HYDRA Share shall be deemed to be outstanding.

(vi) IVOI Common Shares. Each IVOI Common Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

[vdt]

I'm going all in on Ivoice and Hydra. Can't wait for the news. Should be huge $$$$$$$$$$$ :)
------------
So you think IVOI will be huge?
I really hope so. I will wait and will not sell any shares of IVOI I have
for many years

[themaninthebox]

Not me. I've got my shares. Just waiting for the news to hit. It's going to be Huge!

[_mmech]

so it was you that picked up the 1,000 share?

[themaninthebox]

I'm going all in on Ivoice and Hydra. Can't wait for the news. Should be huge $$$$$$$$$$$ :)

[rizenfall]

IVOI 10Q Out

http://ih.advfn.com/p.php?pid=nmona&article=48898760

[JustAnotherPenny]

Looks like they still have a bid to me

[_mmech]

10-Q out
Looks like back to no-bid on Monday

Seem to me JM is draining every nickel over to BGreen then when he's finished will sell off this empty shell to any POS that comes along

Shareholders totally hosed

[JustAnotherPenny]

All that matters is ARSC management will have voting control with there preferred shares and they will do what was in the June 7, 2011 PR. FACT!


Saying 'if' is a very scientific analysis. LOL

[_mmech]

Yes that may be true if the merger actuially happens, but no ARSC common shareholder, except for corporate officers and board members, actually own any of the actual 101,000,000 Hydra shares as posted on the Nevada Business Entity website. So most ARSC will fall into the category of "common shareholders" of IVOI if the merger actually happens. Per the same filing, ARSC common shareholders would only control 2.4% of the totall common shares

"On May 24, 2011, at least a majority of the aggregate of our shareholders holding a majority of the outstanding Class A Common Stock and Class B Common Stock executed a Written Consent of Shareholders in Lieu of Meeting pursuant to pursuant to Section 14A:5-6 of the New Jersey Business Corporation Act of the State of New Jersey (the “Corporation Law”).


Hydra is a wholly owned subsidiary of American Security Resources Corporation. Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company. 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. Based upon the present number of iVoice Class A Common Stock shares outstanding on the date hereof, 6,265,563,493 shares, the Hydra shareholders would hold 2.4% of the total outstanding Class "

[JustAnotherPenny]

Hydra is a wholly owned subsidiary of American Security Resources Corporation. Under the terms of the Agreement, Hydra will merge into iVoice with iVoice being the surviving company. 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.


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.

SOURCE: IVOI 14C

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."

JUNE 7, 2011 PR

[techmover]

VDT, I was apparently wrong about IVOI being dissolved and looking at the wrong information.

[_mmech]

not to worry, you keep all your shares (IMO)- from the merger agreement:


(d) Effect of Merger.

(i) General. The Merger shall become effective at the time (the "Effective Time" ) IVOI and HYDRA file a Certificate of Merger with the Secretary of State of the State of New Jersey. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either IVOI or HYDRA in order to carry out and effectuate the transactions contemplated by this Agreement.

(ii) Certificate of Incorporation . The Certificate of Incorporation of IVOI shall be the Certificate of Incorporation of the Surviving Corporation.

(iii) Bylaws. The Bylaws of IVOI shall be the Bylaws of the Surviving Corporation.

(iv) Directors and Officers. The initial Board of Directors and Officers of the Surviving Corporation shall be: Frank Neukomm, Chairman of the Board and CEO; Robert C. Farr, President, COO, and Director, James Twedt, Executive Vice President and Director

(v) Exchange of HYDRA Shares. At and as of the Effective Time, all HYDRA Shares shall be exchanged for 1,000,000 IVOI Series A Preferred Stock with the terms and subject to the designations, preferences and rights as set forth in the Amendment to the Certificate of Incorporation to be filed by IVOI with the State of New Jersey in substantially the form as attached hereto as Exhibit B. After such exchange, no HYDRA Share shall be deemed to be outstanding.

(vi) IVOI Common Shares. Each IVOI Common Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

[vdt]

If IVOI dissolve, what will
happen to our ivoi shares in
our portfolio? I realize this: I can not sell IVOI, and it doesnot change the
ticker name? What will it tr? thành?
please, someone, help! Confusing here.
vdt

[_mmech]

10-Q due out today- wonder if there will be anything about the failure to make the merger dates, or if there will be a 10-Q released at all...

[techmover]

It does show that IVOI has been dissolved though and it does show up in Nevada...I wonder why it shows up in that state???

[techmover]

Looking in the wrong place...it's not Nevada...it would be in New Jersey.

[_mmech]

iVOICE technologies not iVOICE,Inc

Spun off in 2005

iVoice is a NJ company

[cliffke99]

Ivoi dissolved: http://nvsos.gov/sosentitysearch/corpsearch.aspx

Hydra active: http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=2igAVUAnFoFnSLCyVa2%252fpw%253d%253d&nt7=0

[crazy horst]

Did liberty get the hydrastack yet? I am betting NO.

[JustAnotherPenny]

So i guess IVOI lies in their documents? So please provide the link to the page where ARSC or HYDRA say anything about the CSA certification being the primary one they are finishing first. It makes sense because Canada's economy is doing well and a good place to start selling units and i beleive it can be accepted here as well. I havent seen anything that said the exact certificaiton they were going after. All i have seen in PRs or SEC docs of ARSC is in the certification process but i dont remember it ever saying testing for CSA certification.

Thanks!