General Environmental Management, Inc. Awarded Contract by the City of Santa Monica Highlights Company's EnviroConstruction Support Services General Environmental Management, Inc. ("GEM") (OTCBB: GEVM), a leading environmental and waste remediation company, today announced it has received a two-year contract to provide its environmental services and solutions to the City of Santa Monica, CA.
Under the terms of the contract, GEM will provide the city of Santa Monica with technical on-site personnel for the transportation and disposal of all hazardous and non-hazardous waste, and employ its EnviroConstruction services on an as-needed basis.
"The contract received from the city of Santa Monica demonstrates the top-notch on-site clean-up resources we offer to our customers, including our EnviroConstruction Services," stated Tim Koziol, chairman and CEO of GEM. "GEM has extensive experience with the management, treatment, transportation and disposal of hazardous and non-hazardous waste in the Western region, and we are gratified each time our services are chosen by respected companies and communities."
GEM's EnviroConstruction Services include:
-- Containment, removal and disposal of spilled hazardous material -- Repackaging, transportation and disposal of drummed waste -- Excavation, treatment and/or disposal of contaminated sludge, soil and concrete -- Cleaning and removal of underground and aboveground storage tanks, piping, sumps, trenches and clarifiers -- Decommissioning and disposal of PCB transformers -- Decontamination, demolition and closure of Industrial Facilities
About General Environmental Management, Inc.
General Environmental Management, Inc. (www.go-gem.com) is a full service hazardous waste management and environmental services firm providing integrated environmental solutions managed through its proprietary web-based enterprise software, GEMWare, including the following service offering: management and transportation of waste; design and management of on-site waste treatment systems; management of large remediation projects; response to environmental incidents and spills; and environmental, health and safety compliance. Headquartered in Pomona, California, GEM operates five field service locations and one Treatment, Storage and Disposal Facility (TSDF), servicing all markets in the Western U.S.
Statements made in this press release that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Such statements are based on the current expectations and beliefs of the management of GEM. No forward-looking statement can be guaranteed. GEM undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward- looking statements in this press release should be evaluated together with the many uncertainties that affect GEM's business.
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was determined):
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Notice is hereby given that the Annual Meeting of Shareholders of AVVAA WORLD HEALTH CARE PRODUCTS, INC a Nevada corporation (the “Company”), will be held at 2.00 PM Pacific Daylight Time on July 26, 2006, at 1710 Shuswap Ave., Lumby, BC, Canada V0E 2G0 for the following purposes:
1. To elect seven (7) directors to serve until the next annual meeting or until their successors are duly elected and qualified;
2. To authorize the formation of an Audit Committee and a Compensation Committee and to ratify the members thereto;
3. To authorize the increase of the Company’s shares outstanding to 750,000,000 shares of common stock;
4. To ratify the engagement of our new auditors, Davidson & Company LLP;
5. To ratify our 2006 Stock Incentive Plan and ratify the filing of the S-8 Registration Statement for such Plan; and
6. To transact such other business as may properly be brought before the shareholders at the meeting or any postponement or adjournment thereof.
The Board of Directors has fixed the close of business on June 22, 2006 as the record date for determining the shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.
It is important that all shareholders be represented at the Annual Meeting. We urge you to sign and return the enclosed Proxy as promptly as possible, whether or not you plan to attend the meeting. The Proxy should be returned in the enclosed postage prepaid envelope. If you do attend the Annual Meeting, you may then withdraw your Proxy. The Proxy may be revoked at any time prior to its exercise.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 26, 2006
GENERAL INFORMATION
General
This Proxy Statement is furnished by the Board of Directors (the “Board of Directors”) of AVVAA World Health Care Products, Inc., a Nevada corporation (the “Company”), to the shareholders of the Company in connection with a solicitation of proxies for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 2.00 PM Pacific Daylight Time on July 26, 2006, at AVVAA World Health Care Products, Inc. executive offices located at 1710 Shuswap Ave., Lumby, BC, Canada V0E 2G0 and at any and all adjournments thereof. This Proxy Statement and the accompanying materials are first being mailed to shareholders on or about June 28, 2006. The Company’s principal executive office is located at Box 459, 1710 Shuswap Ave, Lumby, BC, Canada V0E 2G0.
Entitlement To Vote
If you are a registered holder of shares of our common stock on the record date, you may vote those shares of our common stock in person at the annual meeting or by proxy in the manner described below under “Voting of Proxies.” If you hold shares of our common stock in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares.
Voting Of Proxies
You can vote the shares that you own of record on the record date by either attending the annual meeting in person or by filling out and sending in a proxy in respect of the shares that you own. Your execution of a proxy will not affect your right to attend the annual meeting and to vote in person.
You may revoke your proxy at any time before it is voted by:
(a) filing a written notice of revocation of proxy with our corporate secretary at any time before the taking of the vote at the annual meeting;
(b) executing a later-dated proxy relating to the same shares and delivering it to our corporate secretary at any time before the taking of the vote at the annual meeting; or
(c) attending at the annual meeting, giving affirmative notice at the annual meeting that you intend to revoke your proxy and voting in person. Please note that your attendance at the annual meeting will not, in and of itself, revoke your proxy.
All shares of common stock represented by properly executed proxies received at or prior to the annual meeting that have not been revoked will be voted in accordance with the instructions of the stockholder who has executed the proxy. If no choice is specified in a proxy, the shares represented by the proxy will
be voted FOR the election of all the nominees to serve as our directors and FOR the approval of all of the other proposals set forth in the accompanying notice of meeting. The shares represented by each proxy will also be voted for or against such other matters as may properly come before the annual meeting in the discretion of the persons named in the proxy as proxy holders. We are not aware of any other matters to be presented for action at the annual meeting other than those described herein.
Any written revocation of proxy or subsequent later-dated proxy should be delivered to AVVAA World Health Care Products, Inc., Box 459, 1710 Shuswap Ave, Lumby, BC, Canada V0E 2G0, Attention: John Farley, Chief Executive Officer.
Record Date And Shares Entitled To Vote
Our Board of Directors has fixed the close of business on June 22, 2006 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting. At the record date, there were 62,345,675 shares of our common stock issued, outstanding, and entitled to vote at the annual meeting. Holders of common stock are entitled to one vote at the annual meeting for each share of common stock held of record at the record date. There are no separate voting groups or separate series of stock and no shares of preferred stock outstanding. There is no cumulative voting in the election of directors.
Quorum
A quorum is necessary to hold a valid meeting of our stockholders. The required quorum for the transaction of business at the annual meeting is a majority of our issued and outstanding shares as of the record date.
In order to be counted for purposes of determining whether a quorum exists at the annual meeting, shares must be present at the annual meeting either in person or represented by proxy. Shares that will be counted for purposes of determining whether a quorum exists will include:
1. shares represented by properly executed proxies for which voting instructions have been given, including proxies which are marked “Abstain” or “Withhold” for any matter;
2. shares represented by properly executed proxies for which no instruction has been given; and
3. broker non-votes.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because the broker has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote such shares.
Votes Required
Proposal One - Election of Directors: The affirmative vote of the holders of a plurality of the shares of common stock voting is required for the election of our directors. This means that the nominees who receive the greatest number of votes for each open seat will be elected. Votes may be cast in favor of the election of directors or withheld. A vote is withheld when a properly executed proxy is marked WITHHOLD for the election of one or more directors. Votes that are withheld and broker non-votes will be counted for the purposes of determining the presence or absence of a quorum but will have no other effect on the election of directors.
Proposal Two - Audit Committee and a Compensation Committee and to ratify members thereto: The affirmative vote of the holders of a majority of the shares of our common stock outstanding on the record date is required for the approval of the formation of an Audit Committee and a Compensation Committee and to ratify the members thereto. Stockholders may vote in favor of or against any of these proposals, or they may abstain. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum, and will have the same effect as a vote against these proposals.
Proposal Three - Change to Articles of Incorporation: The affirmative vote of the holders of a majority of the shares of our common stock outstanding on the record date is required for the approval of the amendment to our Articles of Incorporation to affect an increase in the authorized number of shares of our common stock. Stockholders may vote in favor of or against any of these proposals, or they may abstain. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum, and will have the same effect as a vote against these proposals.
Proposal Four - Ratify the engagement of our new auditors, Davidson & Company LLP: The affirmative vote of the holders of a majority of the shares of our common stock outstanding on the record date is required to ratify the engagement of our new auditors, Davidson & Company LLP. Stockholders may vote in favor of or against any of these proposals, or they may abstain. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum, and will have the same effect as a vote against these proposals.
Proposal Five– 2006 Stock Incentive Plan: The affirmative vote of the holders of a majority of the shares of our common stock outstanding on the record date is required for the approval of the adoption of our 2006 Stock Incentive Plan. Stockholders may vote in favor of or against any of these proposals, or they may abstain. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum, and will have the same effect as a vote against these proposals.
Stockholder Proposals
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, some shareholder proposals may be eligible for inclusion in our proxy statement for our 2006 annual meeting of shareholders. To be eligible for inclusion in our 2006 proxy statement, any such proposals must be delivered in writing to our Corporate Secretary at Box 459, 1710 Shuswap Ave, Lumby, BC 33431 no later than July 14, 2006, and must meet the requirements of Rule 14a-8 under the Securities Exchange Act of 1934. The submission of a shareholder proposal does not guarantee that it will be included in our proxy statement. Notice of a shareholder’s proposal submitted for consideration at the annual meeting of shareholders, which is not submitted for inclusion in our proxy statement, will be considered untimely on July 15, 2006, and the persons named in the proxies solicited for the 2006 Annual Meeting of Shareholders may exercise discretionary voting power with respect to any such proposal.
Other Matters
It is not expected that any matters other than those referred to in this proxy statement will be brought before the annual meeting. If other matters are properly presented, however, the persons named as proxy appointees will vote in accordance with their best judgment on such matters. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incident to the conduct of the annual meeting.
Security holders can send communications to our Board of Directors by either telefax or regular mail at our headquarters. The correspondence should be addressed to Mr. Farley, the chairman of our board of directors. Mr. Farley will advise all the directors of any such correspondence.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 28, 2006 by (i) each person who is known by us to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock, (ii) each of our directors and executive officers, and (iii) all directors and officers as a group.
For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following June 28, 2006, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class (1)
John Farley 6,367,000 (2) 6.38%
P.O. Box 335, 3018 Schaeffer Road
Falkland, BC, Canada V0E 1W0
Charles Austin 937,500 (3) *
P.O. Box 335, 3018 Schaeffer Road
Falkland, BC, Canada V0E 1W0
Dr. Mark Alden 974,500(4) *
P.O. Box 335, 3018 Schaeffer Road
Falkland, BC, Canada V0E 1W0
James MacDonald 490,000(5) *
P.O. Box 335, 3018 Schaeffer Road
Falkland, BC, Canada V0E 1W0
Alpha Capital Aktiengesellschaft (9) 24,507,042(6) 24.54%
Platinum Partners Value Arbitrage Fund LP (10) 24,507,042(6) 24.54%
JM Investors, LLC (11) 8,169,014(7) 8.18%
Osher Capital Inc. (12) 2,723,005(8) 2.73%
Officers and Directors as a Group (2) 8,769,000 8.78%
(1) Based on 99,871,676 shares comprised of the following: 62,345,675 shares issued and outstanding as of June 15, 2006; 23,239,436 shares of common stock issuable in connection with the conversion of Promissory Notes; 12,222,222 shares of common stock issuable in connection with the exercise of Class A Warrants; 9,166,667 shares of common stock issuable in connection with the exercise of Class B Warrants; 9,166,667 shares of common stock issuable in connection with the exercise of Class C Warrants; 6,111,111 shares of common stock issuable in connection with the exercise of Class D Warrants; and, 4,300,000 shares issuable upon exercise of options granted in our 2004 and 2005 Stock Option Plans.
(2) Includes 2,850,000 shares held by Lorie Campbell-Farley, Mr. Farley’s wife. In addition, 300,000 shares owned by Mr. Farley, included in this amount, are being held as security by a third party against a share loan. This amount also includes 1,250,000 shares underlying options issued to John Farley and 200,000 options issued to Lorie Campbell-Farley.
(3) Includes 550,000 shares underlying options issued to Charles Austin.
(4) Includes 450,000 shares underlying options issued to Dr. Mark Alden.
(5) Includes 450,000 shares underlying options issued to James MacDonald and 40,000 shares held by Louise MacDonald, Mr. MacDonald’s wife.
(6) Consists of the following shares: 9,507,042 shares of common stock issuable in connection with the conversion of promissory notes; 5,000,000 shares of common stock issuable in connection with the exercise of the Class A Warrants; 3,750,000 shares of common stock issuable in connection with the exercise of the Class B Warrants; 3,750,000 shares of common stock issuable in connection with the exercise of the Class C Warrants; and 2,500,000 shares of common stock issuable in connection with the exercise of the Class D Warrants.
(7) Consists of the following shares: 3,169,014 shares of common stock issuable in connection with the conversion of promissory notes; 1,666,667 shares of common stock issuable in connection with the exercise of the Class A Warrants; 1,250,000 shares of common stock issuable in connection with the exercise of the Class B Warrants; 1,250,000 shares of common stock issuable in connection with the exercise of the Class C Warrants; and 833,333 shares of common stock issuable in connection with the exercise of the Class D Warrants.
(8) Consists of the following shares: 1,056,338 shares of common stock issuable in connection with the conversion of promissory notes; 555,555 shares of common stock issuable in connection with the exercise of the Class A Warrants; 416,667 shares of common stock issuable in connection with the exercise of the Class B Warrants; 416,667 shares of common stock issuable in connection with the exercise of the Class C Warrants; and 277,778 shares of common stock issuable in connection with the exercise of the Class D Warrants.
(9) Konrad Ackerman and Ranier Posch, are representatives of, and have investment control of, Alpha Capital Aktiengesellschaft.
(10) Mark Nordlicht is a representative of, and has investment control of, Platinum Partners Value Arbitrage Fund LP.
(11) Jeff Rubin is a representative of, and has investment control of, JM Investors, LLC.
(12) Yisroel Kluger is a representative of, and has investment control of, Osher Capital Inc.
Summary Compensation Table. The following information relates to compensation received by our officers in fiscal year ending May 31, 2005, 2004, and 2003 whose salary and compensation exceeded $100,000. In fiscal year ending May 31, 2003, John Farley, our President, Chief Executive Officer and director received $103,138 in compensation. This was all in the form of cash salary. In fiscal year ending May 31, 2004, John Farley, our President, Chief Executive Officer and director received $102,000 in compensation. In fiscal year ending May 31, 2005, John Farley, our President, Chief Executive Officer and director received $102,000 in compensation.
Summary Compensation Table
Annual Compensation Long-Term Compensation
Name and Principal Position
Year
Salary
Bonus
Other Annual Compensation
Restricted Stock Award(s)
Securities Underlying Options
John Farley 2005 $102,000 0 0 0 250,000
President and CEO 2004 $102,000 0 0 0 1,200,000
2003
$103,138
0 0 0 0
Chuck Austin 2005 $90,000 0 0 0 250,000
Secretary and CFO 2004 $90,000 0 0 0 300,000
2003 $74,957 0 0 0 0
Option Grants Table. The following table sets forth information concerning individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table during fiscal year ended May 31, 2005.
Options Grants in Present Fiscal Year
(Commencing June 1, 2004)
(Individual Grants)
Name Number of securities underlying options granted (#) Percent of total options granted to employees in last fiscal year Exercise or base Price ($/Share) Expiration Date
John Farley (1) 1,200,000 (3) 46.15% (4) June 24, 2009
John Farley (2) 250,000 9.62% (5) March 6, 2010
Chuck Austin(1) 300,000 11.54% (5) June 24, 2009
Chuck Austin(2) 250,000 9.62% (5) March 6, 2010
(1) Options issued from the 2004 Stock Option Plan.
(2) Options issued from the 2005 Stock Option Plan.
(3) Includes 200,000 options issued to Lorie Campbell-Farley, John’s wife and an employee.
(4) The exercise price for 1,000,000 options granted to John Farley is 110% of the fair market value of our common stock on the grant date. The other 200,000 options granted to Lorie Campbell-Farley is 100% of the fair market value of our common stock on the grant date.
(5) The exercise price for the options granted is 100% of the fair market value of our common stock on the grant date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Advances and Transactions
(a) Advances May 31, 2005 (audited) $ May 31, 2004 (audited) $
(i) Shield-Tech Products Inc. 445,588 410,277
(ii) Directors and/or officers and former officer 649,247 449,335
$1,094,835 $859,612
(i) Shield-Tech Products Inc. conducted research and incurred development expenditures on our behalf. The advances are without interest, unsecured and there are no agreed repayment terms. At the time the advances were made, Jack Farley was the President and Lorie Campbell-Farley was the General Manager of Shield-Tech Products Inc. Jack Farley resigned from his position as President of Shield-Tech on June 5, 2002. Jack Farley and Lorie Campbell-Farley continue to hold a minority shareholder interest in Shield-Tech.
(ii) The amounts due to directors and/or officers represent deferred salary, and the amount due to a former officer are unsecured, without fixed repayment terms and are non-interest bearing. These amounts have been accrued to the following officers and directors and former officer:
Mark Alden $125,650
Jim Haney $125,650
Lorie Campbell-Farley $61,423
Gander Investment (1) $84,189
Chuck Austin $71,349
Barbara Smith(2) $131,458
Former officer $49,528
(1) Gander Investment is controlled equally by Lorie Campbell-Farley and Jack Farley.
(2) Barbara Smith is our former Vice-President of Sales and Marketing.
Six directors/officers were paid or accrued $559,719 for the year ended May 31, 2005 (2004 - $640,000) for consulting services rendered. The total amount owing to these directors/officers as of May 31, 2005 is $599,719.
None of the directors, executive officers nor any member of the immediate family of any director or executive officer has been indebted to us since its inception. We have not and do not intend to enter into any additional transactions with our management or any nominees for such positions. We have not and do not intend to enter into any transactions with our beneficial owners.
Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. We have not and do not intend in the future to formulate a policy for the resolution of such conflicts.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) of the Securities Exchange Act of 1934 during the fiscal year ended May 31, 2005, we are not aware of any person that failed to file on a timely basis, as disclosed in the aforementioned forms, reports required by Section 16(a) of the Exchange Act during the fiscal year ended May 31, 2005.
PROPOSALS FOR SHAREHOLDER APPROVAL
The following material sets forth two proposals. The current Board of Directors controls the voting of approximately shares of Common Stock or 8.45% of the shares issued and outstanding and entitled to vote. The Directors intend to vote all of their shares in favor of each proposal.
Proposal One: Election Of Directors
At the Annual Meeting, we will elect our new Board of Directors which will consist of our seven (7) directors to hold office until the next annual meeting of our shareholders or until their respective successors are elected and qualified. It is intended that the proxies will be voted for the nominees set forth herein. The Board has unanimously approved the following four nominees whom are members of the current Board: John Farley, Charles Austin, Dr. Mark Alden, and James MacDonald, and the following three additional nominees: James Haney, Darrell Stevens, and William Douglas Ernsberger.
If any nominees decline to serve or become unavailable for any reason, or if any vacancy occurs before the election (although the Company knows of no reason that this would occur), the proxies may be voted for such substitute nominees as the Company may designate.
The following sets forth certain information regarding each nominee for election as director of the Company:
JOHN FARLEY has been our President, Chief Executive Officer and a member of our Board of Directors since June 28, 2002. Since November 1995, he has been the President of Mind Your Own Skin Products, Inc. also located in British Columbia, Canada. Since such time he was also been President and Chief Executive Officer of Shield- Tech Products Inc., an environmental products company which
Mr. Farley founded. In December 2000, he resigned as officer of Shield-Tech Products, Inc. to work full time for Mind Your Own Skin Products, Inc. Mr. Farley has undertaken training courses in public speaking skills, financial analysis, marketing, negotiating, management and labor relations.
From September 1963 to 1995, Mr. Farley worked for Petro-Canada Marketing, an international petroleum corporation. Between 1963 and 1972, Mr. Farley was employed in several capacities at Petro-Canada Marketing as a Sales Trainee up to a Senior Marketing Representative for all markets in Northern Manitoba. From 1973 to 1989, he was employed at Petro-Canada Marketing in the following capacities: Manager, Planning Advisor, Merchandising Advisor, Forestry Account Executive. From 1989 to 1995, he was the Senior Forestry Account Executive for Western Canada and manager of Bunker (heavy fuel) sales out of the Western Canadian Refineries. As the Senior Forestry Account Executive, he was responsible for the sales and distribution to all major forestry companies in Western Canada. Mr. Farley was also a Lubricant Technical Sales and Marketing Consultant for the United Stated markets from June 1996 to June 1998. He brings experience in planning, distribution, retailing, merchandising and contract negotiation.
CHARLES AUSTIN has been our Chief Financial Officer, Secretary and a member of our Board of Directors since June 28, 2002. He was recently appointed our Chief Accounting Officer. Mr. Austin was the Chief Financial Officer and Manager of Development and Planning of Mind Your Own Skin Products, Inc. In such capacity, he assisted the company’s President in preparing business plans and operating budgets and prepared long range financial projections and facility plans. He also completed all required financial statements and conducted the annual strategic planning meeting with the company’s executive team.
From 1999 to 2000, he worked as a consultant for various British Columbia businesses. He conducted assessment of businesses and profitability improvement checkups and identified and reported areas for profit improvement. He also assisted these companies in the development of business plans and assisting in the implementation of related action plans.
From 1997 to 1999, he was the managing director of Triathlon Canada where he facilitated in the development and implementation of a strategic plan entitled “Towards 2000 and Beyond.” He also participated in the development of prize winning marketing materials and had extensive involvement in the fund raising and communications program.
From 1970 to 1996, he was a Senior Audit Partner for Ernst & Young. Mr. Austin provided audit, accounting, taxation, information systems and general business advice to a wide range of clients including many public companies ranging from start-ups to multi-nationals. Some of his clients included: Luscar, Echo Bay Mines, ZCL Manufacturing, Falconbridge and Inventronics. He was also a member of Ernst & Young’s National Audit Policy and Accounting Policy Committees. Mr. Austin received his Bachelor of Business Administration (honors) from the University of Western Ontario in 1961 and became a chartered accountant in 1964.
DR. MARK ALDEN has been a member of our Board of Directors since June 28, 2002. Dr. Alden has been associated with Mind Your Own Skin Products, Inc. for the last 7 years and has worked on applications of Mind Your Own Skin Products, Inc.’s products. He is in the process of commencing clinical trials that include effective burn treatment.
Since August 2000, he has been the Clinical Service Chief and Assistant Professor at the Medical College of Pennsylvania-Hahnemann University. From February 1999 to August 2000, he was the Chairman of the Radiation Oncology Department at the Wilkes-Barre General Hospital. From April 1997 to January 1999, he was the medical director of the TriCounty Regional Cancer Center (Holy Redeemer Hospital and
Warminster General Hospital) in Southampton, Pennsylvania. From December 1995 to April 1997, he was employed at the St. Mary Regional Cancer Center in Langhorne, Pennsylvania. From January 1993 to December 1995, Dr. Alden was an Assistant Professor and Instructor at the Department of Radiation Oncology and Nuclear Medicine at the Thomas Jefferson University Hospital.
Dr. Alden received his Associate Arts Degree in 1973 from the Academy of the New Church College in Bryn Athyn, Pennsylvania. He received his Bachelor of Arts Degree from Penn State University in 1975. In 1979, he received his Master of Divinity from the Academy of the New Church Theological School in Bryn Athyn, Pennsylvania. He received his Doctor of Medicine in 1988 from the Jefferson Medical Hospital in Philadelphia, Pennsylvania and his General Surgery PGYI from Abington Memorial Hospital in 1989. He was a resident and a fellow in the Department of Radiation Oncology and Nuclear Medicine at Thomas Jefferson University Hospital from 1989 to 1992. He is licensed to practice medicine in Pennsylvania, New Jersey and Indiana and was Board Certified in Radiation Oncology in 1994.
JAMES MACDONALD became our director on September 26, 2002. He has a 38 year career in Canadian and international banking and finance. In 2003, he retired as a senior executive in Monex International, Inc., a privately operated offshore finance company, based in Burlington, Ontario, Canada. He previously worked as a commercial credit analyst for the Canadian Imperial Bank of Commerce headquartered in Toronto, Ontario, Canada. He started working for them in 1954 until his retirement in May 1992. His portfolio included the support of over 1,500 lending accounts with more than $100 million in loan requirements. In 1978, he was an Honor graduate of the University of Toronto and York University, located in Ontario, Canada. Recently, from 1998 through 2002, he was Vice President - Commercial Finance for Monex International, Inc. based in Burlington, Ontario, Canada.
JAMES W. HANEY was engaged by the company in April 2003 to serve as a consultant to the Company with responsibility for providing advice regarding Manufacturing and Distribution, assist in the development of strategic business plan, liaise with potential joint venture or strategic partners, liaison with local government and regulatory bodies as well as country by country strategic business evaluation as required. From 1965 to1998, Mr. Haney worked for Paco Pharmacutical Services (“Paco”), a public contract manufacturing company that serviced the Phamacutical Health and Beauty Care Industry. From 1975 to 1998, he served as an Executive, as Operations Manager to President and Chief Operating Officer and Director for Paco and was responsible for overseeing the facilities in Philadelphia, Pa., N. J., Chicago IL., and Puerto Rico.
Mr. Haney graduated from the University of Pennsylvania Wharton School of Business in 1968.
DARRELL STEVENS is currently employed with AmerisourceBergen Drug Company (“ABC”) and has held various executive positions since joining the company in 2000. Mr. Stevens was the Director of Strategic Accounts whose responsibilities included gaining new accounts for ABC, in addition to managing ABC’s strategic national drug and grocery store chains that were headquartered in the west region, which included Longs Drug Stores and Raley’s Food. Mr. Stevens also held the title of Regional Vice President of Retail Sales for the Northwest Region. The responsibilities for this position included managing ABC’s strategic relationship with key retail accounts in the region that totaled over $2billion in sales. These accounts encompassed the following types of accounts: chain drug stores, food stores, mass merchandisers, buying groups, and independent drug stores. From 1997 to 2000, Mr. Stevens was the Vice President of Sales and Operations for Wow! Laboratories, a new start-up company that manufactured and distributed a new plaque fighting breath freshener. Mr. Stevens was responsible for all manufacturing, procurement, logistics and sales. From 1995 to 1997, Mr. Stevens acted as the Regional Vice President for the western region of Cardinal Health Drug Company. In this position, he was responsible for sales, P&L, and operations for eight distribution centers. The region had annual revenue of over 2 billion and sold to hospitals, HMO’s, chain drug stores, mass merchandisers and independent drug stores. From 1977 to 1995, Mr. Stevens was the Vice President of Operations and Procurement of Bergen Brunswig Drug Company. As VP of Operations and Procurement, he was responsible for the daily
operations of the distribution centers, inventory management, automation and inventory data processing. Other positions held at Bergen Brunswig were Division Manager, Sales Manager, Salesman and Merchandiser.
WILLIAM DOUGLAS ERNSBERGER is currently employed with AmerisourceBergen Corporation as the Director of Business Development. AmerisourceBergen Corporation is a $40 Billion leader in the healthcare distribution and pharmaceutical services industry. ABC is a provider of solutions to the retail pharmacy markets, health systems, and specialty products to managed care. Since his initial employment in 2000, Mr. Ernsberger’s responsibilities have included developing new customer relations with National and Regional Strategic Accounts that are currently non-ABC customers and working with ABC’s subsidiaries to build customized solutions for prospective retailers that provide unique profit and operational efficiencies. In 2001, Mr. Ernsberger was recognized as the AmerisourceBergen Direcor of the year for Business Development. From 1998 to 2000, Mr. Ernsberger acted as the Vice President of Business Development of Crossmark, a $500 Million diversified sales & marketing company specializing in consumer products to all retail trade classes. Mr. Ernsberger’s responsibilities included building new client business using our expertise in selection of trade channels and marketing plans for MARKATEC, a division of Crossmark. From 1996 to 1998, Mr. Ernsberger worked for ConAgra Foods, Inc. as a District Sales Manager; and from 1984 to 1996, he was the Executive Vice President of Allegiance Brokerage Company in Charlotte, NC where he managed the retail operations that included 208 sales people in a seventeen Southeastern States and created Integrated Marketing Services (IMS), a separate cross-functional marketing support system for Allegiance and outsourcing menu to manufacturers. Mr. Ernsberger received his Bachelor of Science and Business Administration in 1977 from the University of North Carolina at Chapel Hill.
Meetings Of Directors During The Last Fiscal Year
The Company’s Board of Directors did not hold any meetings during the year ended May 31, 2005. The Board of Directors transacted its business by unanimous consent resolutions after informal discussions amongst the directors.
The Company does not have a formal policy with respect to director attendance at annual stockholders meetings, however, all directors are encouraged to attend. The Company did not hold an annual stockholders meeting last year.
Stockholders may contact an individual director, the Board of Directors as a group, or a specified board committee or group, including the non-employee directors as a group, by writing to: AVVAA World Health Care Products, Inc., Box 459, 1710 Shuswap Ave, Lumby, BC V0E 2G0, Attention: Board of Directors.
Committees of the Board Of Directors
The Securities and Exchange Commission has adopted rules implementing Section 407 of the Sarbanes-Oxley Act of 2002 requiring public companies to disclose information about “audit committee financial experts.” We have adopted an Audit Committee and Compensation Committee and are requesting the shareholders to ratify same at this meeting. The Securities and Exchange Commission’s rules do not require us to have an audit committee financial expert.
Proposal Two:
Ratifying the Formation of an Audit Committee and a Compensation Committee
Information regarding the functions of the Board’s committees is described below.
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Compensation Committee has the authority to fix the compensation of the officers and directors. No amounts have been paid to, or accrued to, directors in such capacity. During 2004, we did not pay any fixed fees or other compensation for directors services.
Audit Committee
The following paragraphs constitute information required pursuant to paragraph (d)(3) of Item 7 of the Exchange Act Rules. In accordance with these rules, the information provided in this Proxy Statement shall not be deemed to be “soliciting material,” or to be “filed” with the Securities and Exchange Commission, or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. This information shall also not be deemed to be incorporated by reference into any filings by us with the SEC, notwithstanding the incorporation of this Proxy Statement into any filings.
The audit committee oversees our financial reporting process on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling our oversight responsibilities as the audit committee, we have reviewed and discussed the audited financial statements in the annual report with the other members of management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. Since we did not designate any of our board members for the audit committee, the Committee did not hold any meetings during fiscal year 2004.
In the future, acting as a Committee, we will review and discuss with the independent auditors, who are responsible for expressing an opinion on the conformity of our financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Committee by SAS 61. In addition, we will discuss with the independent auditors the auditors’ independence from management and the Company, and will receive the written disclosures and the letter from the independent auditors required by the Independence Standards Board No. 1 (Independence Discussions with Audit Committees), as may be modified or supplemented, and will consider the compatibility of non audit services with the auditors’ independence.
We will discuss with our independent auditors the overall scope and plans for their audit. We will meet with the independent auditors to discuss the results of their examination, their evaluation of our internal controls, and the overall quality of our financial reporting.
In reliance on the reviews and discussions referred to above, we will recommend to the board of directors that the audited financial statements be included in our annual report on Form 10-KSB for all future years for filing with the Securities and Exchange Commission.
Amendment to the Company’s Articles of Incorporation to
Increase the Authorized Number of Shares of Common Stock
The stockholders are being asked to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 750,000,000. On June 15, 2006, the Company’s Board of Directors adopted resolutions approving and authorizing the amendment and directing that the amendment be submitted to a vote of the stockholders at the Annual Meeting. A copy of the proposed amendment to our Articles of Incorporation affecting the increase in our authorized shares is attached hereto as Exhibit A. The Board determined that the amendment is in the best interests of the Company and its stockholders and unanimously recommends approval by the stockholders.
If this proposed the stockholders approve the proposed amendment, the Board of Directors may proceed to file the amendment, thereby making the increase in authorized capital effective upon the filing of such amendment. The Board of Directors may, in its discretion, abandon the amendment to increase the authorized capital. If the Board of Directors determines that it is in the best interests of the Company and its stockholders to proceed with the increase in authorized capital, the Board of Directors will, subject to stockholder approval, file with the Secretary of State of the State of Nevada a Certificate of Amendment to the Company’s Articles of Incorporation increasing the Company’s authorized capital as set forth in this proposal.
The Company’s Articles of Incorporation currently authorize the issuance of up to 100,000,000 shares of common stock, $.001 par value per share. Of the 100,000,000 shares of common stock currently authorized, as of the close of business on June 15, 2006, there were 62,345,675 shares of common stock issued and outstanding. In addition, as of June 15, 2006, the Company has reserved up to approximately 59,906,104 shares of common stock for issuance pursuant possible conversion of outstanding promissory notes and exercise of outstanding warrants. Further, 4,300,000 shares are issuable upon exercise of options granted in our 2004 and 2005 Stock Option Plans.
Reasons for Increase
The Board of Directors has proposed this amendment to ensure that the Company has sufficient shares available for general corporate purposes including, without limitation, equity financings, acquisitions, establishing strategic relationships with corporate partners, providing equity incentives to employees, and payments of stock dividends, stock splits or other recapitalizations.
Specifically, the increase in authorized shares is necessary based upon the recent financing completed by the Company. The Company filed a Form SB-2 registration statement with the SEC to register 291,510,271 shares of common stock in accordance with a Securities Purchase Agreement dated March 31, 2006 between the Company and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC, respectively. Secured convertible promissory notes were issued pursuant to the Securities Purchase Agreement. In accordance with the Securities Purchase Agreement , the Company is required to register 225% of the estimated amount of shares of common stock issuable in connection with the conversion of the secured convertible promissory notes calculated to be due upon conversion of the maximum amount of the secured promissory notes. The estimated conversion price of the secured convertible promissory notes of $.0225 is being used based on the following: $.045 was the closing price on the date the transaction closed less a 50% discount. In addition, the Company is also required to register 36,000,000 shares of the Company’s common stock underlying the issuance of warrants held by the following parties: AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC, respectively.
After the additional shares are used for the specific financing purpose set forth above, the general purpose and effect of the amendment to the Company’s Articles of Incorporation in authorizing additional shares of Common Stock will be to use such additional shares of common stock for general corporate purposes, including acquisitions, equity financings, stock dividends, stock splits or other recapitalizations, and grants of stock options. When the Board of Directors deem it to be in the best interests of the Company and the Stockholders to issue additional shares of Common Stock in the future from authorized shares, the Board of Directors generally will not seek further authorization by vote of the Stockholders, unless such authorization is otherwise required by law or regulations.
We do not currently have intentions or understandings to issue the additional authorized shares of capital stock toher than with respect to the conversion of the notes as set forth in our SB-2 filed on May 19, 2006 with the Securities and Exchange Commission.
Description of March 31, 2006 Financing.
On March 31, 2006, we entered into a Securities Purchase Agreement for a total subscription amount of $2,000,000 that included Stock Purchase Warrants and Callable Secured Convertible Notes with AJW Capital Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC. The initial funding of $700,000 (we received net proceeds of $640,000) was completed on March 31, 2006 with the following parties and evidenced by callable secured convertible notes: AJW Capital Partners, LLC invested $77,000; AJW Offshore, Ltd. Invested $427,000; AJW Qualified Partners, LLC invested $189,000; and New Millenium Capital Partners II, LLC invested $7,000. The callable secured convertible notes are convertible into shares of our common stock at a variable conversion price based upon the applicable percentage of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The “Applicable Percentage” means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from the Closing. Under the terms of the callable secured convertible note and the related warrants, the callable secured convertible note and the warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. After the initial investment aggregating $700,000 by the above parties, there is an additional commitment from the parties in the percentages set forth above as follows: within 2 days of filing the registration statement, $600,000 principal amount; and within 2 days after the effectiveness of the registration statement, $700,000 principal amount.
Pursuant to the funding transaction, we also granted the Investors the right to purchase an aggregate of 36,000,000 shares of Common Stock (the “Warrants”), of which warrants to purchase 26,000,000 shares were issued on the Closing Date, and warrants to purchase 10,000,000 shares shall be issued within five (5) business days of the date the registration statement is filed with the SEC. The warrants are exercisable for a period of seven years from the date of issuance, which is March 31, 2006. The exercise price per share under the warrant is $0.16 per share, and the shares issuable upon exercise of the warrant are to be included in the registration statement.
Pursuant to the terms of a Registration Rights Agreement, we were required to register the shares underlying the Convertible Debentures, as well as the shares to be issued pursuant to the Warrant within 45 days from the Closing Date and are required to have the registration statement declared effective within 120 days from the Closing Date. In the event that the registration statement is not filed or declared effective within these time limits, we may be deemed in default under the agreements and subject to liquidated damages in the amount of 2% of the entire funding amount per month.
If the stockholders approve the proposed amendment, the Board may cause the issuance of additional shares of common stock without further vote of the stockholders of the Company, except as may be required in particular cases by the Company’s charter documents, applicable law or the rules of any national securities exchange on which shares of common stock of the Company may then be listed. Under the Company’s Articles of Incorporation, the Company’s stockholders do not have preemptive rights to subscribe to additional securities that may be issued by the Company, which means that current stockholders do not have a prior right to purchase any new issue of capital stock of the Company in order to maintain their proportionate ownership of common stock. In addition, if the Board elects to cause the Company to issue additional shares of common stock or securities convertible into or exercisable for common stock, such issuance could have a dilutive effect on the voting power and earnings per share of existing stockholders.
The increase in the number of authorized shares of common stock could have an anti-takeover effect, although this is not the intent of the Board in proposing the amendment. For example, if the Board issues additional shares in the future, such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary transaction opposed by the Board of Directors. As of the date of this Proxy Statement, the Board is not aware of any attempt or plan to obtain control of the Company.
Proposal Four:
To Ratify the Engagement of Independent Auditors Davidson & Company LLP
Proposal Four is to ratify the engagement of independent auditors, Davidson & Company LLP. The Company believes that Davidson & Company LLP will perform their auditing and other related functions in an expeditious and efficient manner.
The Board recommends a vote “For” approving the engagement of Independent Auditors, Davidson & Company LLP.
Proposal Five:
2006 Stock Incentive Plan
The stockholders are being asked to approve a proposal to ratify the 2006 Stock Incentive Plan, and to ratify the filing of the S-8 Registration Statements for such Stock Incentive Plans. The 2006 Stock Incentive Plan will approve a total of 10,000,000 shares of our common stock to be issued to our employees, directors, independent contractors, agents or other eligible persons. The Exercise Price shall be 100 percent of the Fair Market Value per common share for all eligible participants on the Grant Date. Fair Market Value is deemed to be the closing price on April 4, 2006. The term of the Options is for five years and the Stock Options will expire on April 3, 2011. A copy of the proposed 2006 Stock Incentive Plan is attached hereto as Exhibit B.
The purpose of the Employee Stock Incentive Plan (i) is to provide long term incentives for employees and rewards to our employees, directors, consultants, independent contractors or agents ; (ii) assist us in attracting and retaining employees, directors, independent contractors or agents with experience and/or ability on a basis competitive with industry practices; and (iii) associate the interests of such employees, directors, independent contractors or agents with those of our stockholders. These incentive plans have assisted us in hiring qualified individuals to consult and work with us as we have recommenced our operations. In addition, these incentive plans have enabled us to hire qualified and well respected professionals to assist us in various legal and consulting matters. Our Board of Directors has been granted sole power to issue the 10,000,000 shares of common stock.
The Board recommends a vote “For” ratification of the Stock Incentive Plan and the filing of the S-8 Registration Statements for 10,000,000 shares of our common stock.
This proxy statement includes statements that are not historical facts. These statements are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and are based, among other things, on the Company’s current plans and expectations relating to expectations of anticipated growth in the future and future success under various circumstances. As such, these forward-looking statements involve uncertainty and risk.
Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in any forward-looking statement. The Company does not undertake any obligation to update the forward-looking statements contained in this proxy statement to reflect actual results, changes in assumptions, or changes in other factors affecting these forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934. We file reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Section at One Station Place, 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and other information regarding our company.
This Proxy is Solicited on Behalf of the Board of Directors.
John Farley, Charles Austin, Dr. Mark Alden, and James MacDonald with the power of substitution, are hereby authorized to represent the undersigned at the Annual Meeting of Shareholders of AVVAA World Health Care Products to be held at 1710 Shuswap Ave., Lumby, BC, Canada V0E 2G0, on July 26, 2006, at 2.00 PM Pacific Daylight Time, and to vote the number of shares which the undersigned would be entitled to vote if personally present on the matters listed on the reverse side hereof and in their discretion upon such other business as may properly come before the Annual Meeting and any and all adjournments thereof, all as set out in the Notice and Proxy Statement relating to the meeting, receipt of which is hereby acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS, SIGN AND DATE THIS CARD IN THE SPACES ON THE REVERSE SIDE; NO BOXES NEED TO BE CHECKED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL SEVEN OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED “FOR” THESE MATTERS.
1. To elect the following directors of the Company:
FOR AGAINST ABSTAIN
o o o (a) John Farley
o o o (b) Charles Austin
o o o (c) Dr. Mark Alden
o o o (d) James MacDonald
o o o (e) James Haney
o o o (f) Darrell Stevens
o o o (g) William Douglas Ernsberger
PROPOSAL TWO:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FORMATION OF THE AUDIT COMMITTEE AND THE COMPENSATION COMMITTEE. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED “FOR” THESE MATTERS.
2. To form the Audit Committee and Compensation Committee.
FOR o AGAINST o ABSTAIN o
PROPOSAL THREE:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE INCREASE IN ITS AUTHORIZED SHARES OF COMMON STOCK TO 750,000,000. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED “FOR” THESE MATTERS.
3. To increase the Company’s authorized shares of common stock to 750,000,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ENGAGEMENT OF OUR NEW AUDITORS, DAVIDSON & COMPANY LLP. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED “FOR” THESE MATTERS.
4. To ratify the engagement of our new auditors, Davidson & Company, LLP.
FOR o AGAINST o ABSTAIN o
PROPOSAL FIVE:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2006 STOCK INCENTIVE PLAN. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH DIRECTION, IT WILL BE VOTED “FOR” THESE MATTERS.
5. To approve the Company’s 2006 Stock Incentive Plan.
FOR o AGAINST o ABSTAIN o
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT o
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign your name as it appears hereon. Joint owners should each sign. Executors, administrators, trustees, etc., should give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer.
Signature:
Date:
Print Name:
Signature:
Date:
Print Name:
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BLLN (.037) LTDnetwork Receives 2006 DCIA Trendsetter's Award Chairman Allan Klepfisz Keynotes at First Annual P2P MEDIA SUMMIT Jun 29, 2006 4:51:00 PM 2006 PrimeZone Media Network
NEW YORK and ARLINGTON, Va., June 29, 2006 (PRIMEZONE) -- LTDnetwork, a subsidiary of Brilliant Technologies Inc. (OTCBB:BLLN), today announced that The Distributed Computing Industry Association (www.DCIA.info), a trade organization representing peer-to-peer (P2P) software providers, content rights holders, and service-and-support companies, presented the 2006 DCIA Trendsetter's Award to LTDnetwork Chairman and CEO Allan Klepfisz at the first annual P2P MEDIA SUMMIT in McLean, VA.
"The DCIA Trendsetter's Award is presented annually to that company which sets the pace in the advancement of distributed computing technologies for commercial purposes," said DCIA CEO Marty Lafferty in making the award. "LTDnetwork, developer and distributor of Qtrax, signed EMI as the first major music company to make its catalog available to the world's first advertising-supported P2P music distribution service. Qtrax will not only provide this licensed free-to-user service, but also offer consumers a premium P2P subscription product and the ability to purchase songs and albums a la carte."
During his acceptance and keynote address remarks, Allan Klepfisz stated that, "Our deal with EMI signifies change. The music industry is now embracing change . . . there is massive change being led by some people who are truly visionary in seeing a dramatically altered world when it comes to making a living from music. We are dedicated to placing Qtrax at the forefront of that change."
At launch Qtrax will provide fans with free, advertising-funded access to high-quality, high-fidelity digital music files, as well as the option to subscribe to a premium version of the service or to purchase music tracks and albums on an a la carte basis.
Qtrax will offer two tiers of service: the first is a free, advertising-supported tier designed to work with and filter copyrighted content from existing peer-to-peer networks. The second tier is a premium subscription service which will require a monthly fee. The two-tiered business model is intended to attract a broad base of consumers to try out the service, and then graduate those consumers to purchase music permanently or subscribe.
In the ad-supported, free tier, users will be able to search the network for specific tracks, and those tracks registered with Qtrax will be made available for download in Qtrax's proprietary ".mpq" file format. Users will then be able to play the downloaded .mpq file in full-fidelity sound quality for a pre-defined number of times. Each time a consumer plays a track, the Qtrax player will also offer fans click-to-buy purchase options, as well as the opportunity to upgrade to a premium subscription service for a flat monthly fee.
The P2P MEDIA SUMMIT featured keynote speeches from top P2P software distributors and discussion panels lead by industry leaders.
About the DCIA
The Distributed Computing Industry Association (DCIA) is a non-profit trade organization focused on commercial development of peer-to-peer (P2P) file sharing and related distributed computing technologies.
DCIA Membership is organized into three groups: Content, Operations, and Platform. The DCIA conducts working groups and special projects, such as the Consumer Disclosures Working Group, P2P Digital Watermark Working Group, P2P PATROL, and the P2P Revenue Engine. It also publishes the weekly online newsletter DCINFO.
About LTDnetwork Inc.
Based in New York, NY and founded in October 2000, LTDnetwork is a division of Brilliant Technologies Corporation (OTCBB:BLLN). LTDnetwork has spent the last five years creating unique proprietary software at its Australian subsidiary in Melbourne. LTDnetwork specializes in the development of innovative technologies, software, and services for online retail, advertising, media and marketing companies. LTDnetwork is dedicated to providing online businesses and third party solution providers with innovative technologies, software, and services which target the consumer with the right message at the right time in what have now become the hottest areas for software applications: music downloading, automatic price comparison and highly targeted advertising.
CONTACT: Distributed Computing Industry Association Media Contact Kelly Larabee 888-864-3242 kelly*dcia.info
Rich Schineller 941-918-1913 rich*prmgt.com
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Digital Lightwave(R), Inc. (OTCBB:DIGL), a leading provider of optical networking test equipment and technology, today announced the availability of NIC products equipped with Jitter and Wander test capability on PDH and T-Carrier interfaces. The NIC Plus and NIC EP now support jitter and wander testing at 1.5 Mbps, 2 Mbps, 34 Mbps, 45 Mbps, and 139 Mbps in addition to SONET, SDH, and OTN rates. The first instruments with this capability have already been shipped to international customers.
The Digital Lightwave NIC jitter testing solution utilizes patented Digital Phase Analysis technology originally pioneered in the OTS(TM) (Optical Test System), and newly developed digital technology for truly fast and accurate jitter and wander measurement. In contrast with other instruments that use analog methods of jitter measurement, Digital Lightwave's digital technology enables very accurate measurement and repeatability with unmatched stability. The NIC test instruments using digital technology can perform jitter and wander measurement and generation in a single range with the same accuracy and resolution throughout the entire range.
"Our new capabilities are exactly what the customer is looking for," said Jeff Adams, Senior Sales Support Engineer at Digital Lightwave. "They will now be able to obtain accurate measurements with the speed, stability, repeatability, and accuracy they need."
NIC products equipped with jitter and wander options are used to verify global communications facilities in compliance with the International Telecommunications Union (ITU) O.171/O.172 standards. The NIC can perform intrinsic jitter measurement, jitter tolerance, and jitter transfer tests as well as industry-standard wander analysis. The instrument can also measure and add wander to analog clock signals for timing recovery analysis and timing stress. This capability is unique to the NIC and needed by all Network Element manufacturers.
Jitter and wander testing is vital to detect flaws and inconsistencies in timing systems that would hamper the ability to transport information, especially at high data rates. Jitter can be caused by a number of different sources in the network and the effects are cumulative, leading to a decreased system margin and making the equipment more susceptible to errors. Wander relates to clock stability and is an important consideration in synchronous networks. Applications for jitter and wander testing include equipment design, manufacturing test, field implementation and maintenance, covering the full customer base of NIC products.
About the NIC
Digital Lightwave's portable Network Information Computers (NIC) are software-based, modular products that combine a multitude of test functions in a single integrated solution, including OTN, SONET/SDH, NextGen (VCAT, LCAS, GFP), T-carrier/PDH, ATM, Ethernet 10/100/1000M, 1GigE and 10GigE LAN/WAN, and Jitter/Wander analysis.
About Digital Lightwave
Digital Lightwave, Inc. provides the global communications networking industry with products, technology and services that enable the efficient development, deployment and management of high-performance networks. Digital Lightwave's customers rely on its offerings to optimize network performance and ensure service reliability.
Editor's Note: Digital Lightwave(R), OTS(TM), NIC(R), NIC Plus(R), and NIC Plus(R) are trademarks or registered trademarks of Digital Lightwave, Inc.
Source: Digital Lightwave, Inc.
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Digital Lightwave Inc. Media Contact: Doyle Mills 727-442-6677 www.lightwave.com
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PAIV (.005) 8K out..worth a read, if you're in it:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 26, 2006
PAIVIS, CORP. (Exact name of registrant as specified in its charter)
Nevada 00030074 86-0871787 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
#400 - 3475 Lenox Road, Atlanta Georgia 30326 (Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (404) 601-2885
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On June 26, 2006, the board directors approved the issuance of 1,008,561 Series A Convertible Preferred Shares to the former Chief Executive Officer of the Registrant for the exchange of 10,085,614 common shares of the Registrant. The Series A Convertible Preferred Shares will be issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §3(a)(9), §4(1) and 4(2) of the Securities Act of 1933.
On June 26, 2006, the board directors approved the issuance of 2,500,750 Series B Convertible Preferred Shares to a corporation controlled by a director of the Registrant for the exchange of 200,060,000 Series B Convertible Shares of Jupiter Global Holdings Corp. (a subsidiary of the Registrant). The Series B Convertible Preferred Shares will be issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §3(a)(9), §4(1) and 4(2) of the Securities Act of 1933.
On June 26, 2006, the board directors approved the issuance of 500,000 Series B Convertible Preferred Shares to a corporation controlled by a officer and director of the Registrant for the exchange of 50,000,000 Series C Convertible Shares of Jupiter Global Holdings Corp. (a subsidiary of the Registrant). The Series B Convertible Preferred Shares will be issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §3(a)(9), §4(1) and 4(2) of the Securities Act of 1933.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On May 11, 2006 the Registrant appointed Gregory L. Bauer as Chief Executive Officer, Interim Chief Financial Officer and Director. Mr. Bauer has no family relationships with any officers and directors of the Registrant.
On May 15, 2006, the Registrant executed a Management Services Memorandum with Mr. Bauer to serve as an interim memorandum of understanding until the finalization of a long form employment agreement (‘Memorandum”). The Memorandum provides for the following; a base salary of $285,000 and six months pro-rated severance if terminated without cause. Mr. Bauer currently holds the position of COO/President of Macro Communications. His primary focus has been to restructure debt and secure funding options. Since joining the team, MACRO’s debt has decreased by $3.7 million in a short period of time. In addition, he orchestrated two national distribution contracts which increased company revenue by 30%. Prior to this, Mr. Bauer successfully restructured WebUsenet as its COO and formulated a new company called WV Fiber in which his title was CEO/President. While at WV, he was responsible for setting the company’s direction and vision as a leader in the IP delivery space and delivered a sales pipeline that totaled $ 50 million in less than a year. Additionally, Mr. Bauer held the position of Executive Director of Sales at Interoute, a Pan European IP network based company in London. Before joining Interoute, he was Executive Vice President of Corporate Development for QOS Networks. During his tenure at QOS Networks he established multiple joint ventures and secured the largest bandwidth contract in the company’s history. Mr. Bauer has spent his career in a variety of leadership positions that have contributed to strong organizations. He has worked extensively with different cultures achieving success all over the world.
On May 11, 2006 the Registrant appointed Guriqbal Randhawa as Director. Mr. Randhawa has no family relationships with any officers and directors of the Registrant. Mr. Randhawa is a former Wall Street analyst with more than eight years senior financial experience. He began his career with Deloitte & Touche in 1997, where he was first an auditor in Vancouver, B.C., and then a Senior Consultant with the Capital Markets Energy Trading Risk Management Practice in New York. In 2000 he joined New York-based Ziff Brothers Investments (“ZBI”), the multibillion dollar hedge fund group of one of America’s wealthiest families. As a Senior Associate at Ziff, Mr. Randhawa was responsible for following European and emerging market equities across a range of sectors. He aided ZBI in growing his investment management group from zero to 15 analysts and was assigned to lead several special projects involving more than $1 billion in total investment. In 2004, he formed Trivandrum Capital, an alternative strategy firm focused on Energy, India and Venture projects. Mr. Randhawa graduated from the University of Victoria in 1995 with a B.A. in Economics, With Distinction. He subsequently pursued post-graduate studies in Finance and Accounting at Simon Fraser University. He is a Chartered Financial Analyst (CFA) and has completed the examinations for the Certified Public Accountant (CPA) designation.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PAIVIS, INC. Dated: June 29, 2006 A
By: /s/ Gregory Bauer _______________________________ Gregory Bauer, President and CEO Pr
-------------------- The difference between genius and stupidity is that genius has its limits
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Gaming Transactions Inc. and Prestige Asia Announce the Signing of an Agreement for GGTS to Participate in Its Public Relations Program Throughout Asia Thursday June 29, 5:36 pm ET
Operator of Keno.com and IGaming Portals to Expand Into Emerging Markets
LOS ANGELES, CA--(MARKET WIRE)--Jun 29, 2006 -- Gaming Transactions Inc. (Other OTC:GGTS.PK - News), a leading provider of online gaming portal management, is pleased to announce that it has retained Prestige Procurement and Networking Services (Prestige Asia) to manage the Global Investor Relations program. ADVERTISEMENT
eMarketer reports that there were more than 111 million Internet users in China in 2005 and that number is expected to exceed 180 million by 2010.
Patrick Smyth, CEO of Gaming Transactions Inc., commented, "Asians have a propensity for gambling. As an example, a recent article suggested that Macau's gross gaming revenue is already almost on the same level as that of the famous Strip, the 6.5 kilometer string of hotels and casinos in Las Vegas. Official figures show that last year, Macau's casinos had revenue of about $5.6 billion, compared with the $6 billion the Las Vegas Strip casinos made. When you consider that the 111 million Internet users online last year represented only 8.5% of the country's population, the potential for growth is staggering."
Prestige Asia is owned 100% by Asian Asset LLC the major share holder of Buzz Technologies Group.
Gaming Transactions Inc. is a developer and provider of online games and services for the online entertainment and gaming industries. The Company's central licensed games portal, www.keno.com, is a destination online gaming portal where players may participate in a number of gambling and online gaming fixtures.
This press release may contain forward-looking statements which are pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that actual results may differ materially and all forward-looking statements involve risks and uncertainties including, without limitation, risks associated with the Company's financial condition and prospects, legal risks associated with Internet gaming and risks of governmental legislation and regulation, risks associated with market acceptance and technological changes, risks associated with dependence on third party software providers, risks relating to international operations, and risks associated with competition..
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PAIV (.005) Provides Information Regarding the Exchange and Delivery of Shares as per the Recently Completed Merger With Jupiter Global Holdings, Corp. Jun 29, 2006 6:13:00 PM
ATLANTA, GA -- (MARKET WIRE) -- 06/29/06 -- Paivis, Corp. ("PAIVIS" or the "Company") (OTCBB: PAIV) provides additional information regarding the procedures that Jupiter Shareholders should follow in order to efficiently exchange their Jupiter common shares (the "Jupiter Shares") for their new PAIVIS shares ("Merger Shares") under the terms of the recently completed Merger Agreement with Jupiter Global Holdings, Corp. Specific details regarding the Merger Agreement and the Merger Shares can be found in the Company's Form 8-K filings made on April 25, 2006 and May 17, 2006 with the U.S. Securities and Exchange Commission.
The Merger Shares to be received by the Jupiter Shareholders are "restricted securities" as defined by Rule 144 promulgated under the Securities Act of 1933. The Merger Agreement provides that the Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PAIVIS receives an opinion of counsel for PAIVIS that an exemption from the registration requirements of the Securities Act is available.
Due to the effectiveness of the Merger, the former Jupiter Shareholders have now been registered on the transfer books of the Company but certificates representing the Merger Shares can only be issued in accordance with the Merger Agreement, particularly the Exchange of Certificates Section 1.09 (i), whereby the Jupiter Shareholders must surrender their Jupiter common share certificate(s) to the transfer agent of PAIVIS, in order to receive their Merger Shares certificate.
PAIVIS provides its new shareholders from Jupiter Global Holdings, Corp. the following instructions to complete the receipt of their Merger Shares:
A. If you owned shares in Jupiter as of May 23, 2006 that were held in certificate form, please forward your Jupiter common stock certificate(s) to PAIVIS' Transfer Agent to be exchanged for your Merger Shares. PAIVIS recommends that you retain a copy of your certificate(s) before mailing the original to the PAIVIS Transfer Agent ("Executive Transfer"). You do not need to endorse the certificate for transfer or include any stock power transferring the certificate.
B. If you owned shares in Jupiter as of May 23, 2006 that were held in a brokerage account, your broker is your key contact that can help you receive your Merger Shares. All Jupiter shares that were held in a brokerage account are beneficially held for you and are considered "street name" shares and therefore you are the beneficial owner of those street name shares. These street name shares for Jupiter shareholders are represented on the stock books of Jupiter by CEDE and Company (CEDE and Company is the nominee name for Depository Trust Company). Therefore your broker through its relationship with CEDE and Company holds your Jupiter shares for you beneficially. Executive Transfer is currently working with CEDE and Company, and indirectly with your broker, to process the issuance of your Merger Shares and the cancellation of your Jupiter Shares. You must contact your broker to have them help you in surrendering your Jupiter Shares so you can receive your certificate representing your Merger Shares. The most practical way of accomplishing this is for Jupiter shareholders that have their Jupiter Shares in a brokerage account, to have your broker surrender your shares to Executive Transfer for you. Specifically, ask your broker to surrender on your behalf to Executive Transfer your Jupiter shares that they and CEDE and Company beneficially hold for you. Since you must surrender your Jupiter Shares as per the Merger Agreement, and your broker holds your street name shares for you, your broker must assist you in the exchange and surrender of your Jupiter Shares to Executive Transfer. If your broker has questions, have them contact Executive Transfer at the phone number given below for specific details on the exchange process by brokers.
C. Lastly, because of the terms of the Merger Agreement, specifically section 1.09 (i), it is imperative that you undertake the exchange of your Jupiter Shares as soon as possible, as you will not be able to effect any transactions in your PAIVIS shares, such as receiving dividends if declared, until the exchange of your shares is properly completed.
D. The transfer agent for Paivis is Executive Registrar & Transfer, Inc. 3615 South Huron Street, Suite 104 Englewood, CO 80110 Jack Donnelly Ph. 303-783-9055 ("Executive Transfer").
The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. PAIVIS intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause PAIVIS actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in PAIVIS annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
For more PAIVIS information please contact: Paivis Shareholder Services Phone: 800-963-6471
-------------------- The difference between genius and stupidity is that genius has its limits
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AdZone Research Submits Notification for Late Filing of Its Form 10-KSB CALVERTON, N.Y., June 29, 2006 (PRIMEZONE) -- AdZone Research, Inc. (OTCBB:ADZR) announced today it has submitted a notification of late filing of its Form 10-KSB with the SEC.
As reported earlier, the company recently changed its auditing firm from Aidman, Piser & Co. of Tampa, Florida to Blanchfield, Meyer, Kober & Rizzo, LLP of Hauppauge, New York.
"Because of the transition in accounting firms," President and CEO Jeffrey M. Hale explained, "our previous auditor is required to review and to certify its previous findings compared with the current audit. Inevitably, this entire process has taken more time than initially anticipated.
"Concurrent with our filing of the 10-KSB, we will report to shareholders and the financial community overall our key financial figures -- both from a fully expensed reporting basis, and also from a cash basis. We look forward to communicating with everyone at that time."
About AdZone Research:
AdZone Research's monitoring capabilities are used to track a broad range of Internet-specific events. It is able to compile, analyze, and report Internet occurrences at a detailed level. The first application was tracking Internet advertising. This was followed, after the events of September 11, 2001, by identification and monitoring of a specific type of clandestine communication. Another application relates to stopping digital film piracy over the Internet. The latest application is the Online Predator Profiling System (OPPS), which is a database of chat room material married to a sophisticated query system that gives police forces an advanced tool to profile predators and accelerate the return of missing children.
This press release is available on the company's official online Investor Relations HUB at http://www.agoracom.com/IR/AdZone for investor questions, answers and monitored commentary. Alternatively, investors are able to e-mail all questions and correspondence to ADZR*agoracom.com where they can also request addition to the investor e-mail list.
Certain statements contained herein are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectations.
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PGPU: .10 SAN ANTONIO, TX -- (MARKET WIRE) -- 06/29/06 -- Maverick Energy Group (PINKSHEETS: PGPU) has signed an option agreement to acquire all assets of the company that owns the proprietary technology being tested in Maverick's Big Foot Field Fluid Treatment Pilot Project. Once satisfactory results are achieved from this project, Maverick will enter into a final agreement for the acquisition of this technology.
Maverick installed the first unit in its fluid treatment pilot project in the Big Foot Field on June 26th, 2006. This unit is currently being tested on selected injection wells and producing wells. Based on test results, the proprietary technology is performing as expected, which should affect an increase in production.
About Maverick Energy Group
PGPU/Maverick Energy Group is the operator of the "Big Foot Field" in West Texas originally developed by Royal Dutch Shell (RDS-A) recently valued at $19 million. This field has approximately 300 wells in the field of which about 240 are presently revenue producing.
PGPU/Maverick is also proprietary owner and operator of several producing natural gas fields and owns approximately 50 additional natural gas leases in West Virginia.
This release includes forward-looking statements, which are based on certain assumptions and reflects management's current expectations. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of these factors include: general global economic conditions; general industry and market conditions and growth rates; uncertainty as to whether our strategies and business plans will yield the expected benefits; increasing competition; availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology; changes in laws and regulations, includes codes and standards, intellectual property rights, and tax matters; the uncertainty of the oil & gas market; including the geopolitical environment not anticipated; our ability to secure and maintain strategic relationships and distribution agreements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact: Investor Relations Email Contact 1-210-340-5353
ROCKWALL, TX -- (MARKET WIRE) -- 06/29/06 -- Market News First will release breaking news regarding a multi-million dollar contract between The Fronthaul Group, Inc. (OTCBB: FHAL) and non-profit organization The Climate Exchange of the America’s Inc. (CEOTA) on Wednesday, July 6, 2006 at 2:00PM Central Time on its website, ***.com.
The live broadcast is available to anyone with internet access and who can download the free player at www.***.com enabling them to listen in for management's review of operations and discussion of future prospects.
About Fronthaul:
Fronthaul is an Internet-based, business-to-business information exchange that provides a centralized database of freight load information accessible by wireless device or through the Internet. With branches in Rockwall, Texas, The Fronthaul Group is a Delaware corporation and is expected to grow their business specifically in the areas of 3rd Party Logistics (3PL), Transportation Brokerage, and Motor Carrier services.
About Market News First:
Being the only online destination that brings real blow-by-blow information and analysis on micro-cap news, ***.com features live press conferences, live interviews and exclusive investment news.
***.com gives micro-cap investors the information source necessary to trade in the markets. ***.com boasts being the largest true news company reporting on micro-cap traded stocks.
In addition to live interaction with companies from the Bulletin Board, Pink Sheets and Amex, *** has All-Day Live Trading Commentary, Analyst Profiles, Interactive Forums, News Items and The Micro****. *** **** features opinions, thoughts and comments of Michael A. Willingham and Andrew Coffee along with other participants giving the latest on micro-cap invests and trends.
Market News First will turn the average investor into a more decisive, profitable investor, by answering micro-cap investors' questions before they are even asked.
Contact: Stinson Bland Market News First 469-385-9855 X845 Email Contact
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Press Release Source: Unique Pizza and Subs
Agreement With Revention Will Help Unique Pizza and Subs' Customer Response Center Increase Store Revenues Thursday June 29, 9:30 am ET
PITTSBURGH, June 29, 2006 (PRIMEZONE) -- Unique Pizza and Subs Corporation (Other OTC:UPZS.PK - News), a Delaware Corporation, is pleased to announce the signing of a working agreement with Revention, to assist in developing the Company's Point of Sale system -- a key component of Unique Pizza and Subs Customer Response Center. Under the direction of William ``Billy'' Blackwell, Chief Information Officer for Unique Pizza and Subs, the Point of Sale System will provide franchisees with some of the industry's most innovative software to ensure more efficient operations and increased profits. A touch screen system simplifies the process by which each store is able to process orders, manage inventory, track deliveries and receive instant technical support. ADVERTISEMENT
The investment in Revention, along with Unique Pizza and Subs own innovative ideas, make the Unique Pizza and Subs Point of Sale system one of the industry's finest. ``At the very core of our business is the relentless effort to exceed our customers' expectations in everything we do. Obviously, having a system in place that allows us to be in closer contact with each of our customers, with the least amount of errors possible, only enhances this effort. When we sought out a partner to make our plan happen, bringing in a firm with the reputation of Revention was a 'no-brainer.''' stated Unique Pizza and Subs President and CEO, James Vowler. In addition, the use of the Revention Point of Sale System has been made mandatory by Unique Pizza and Subs, ensuring consistency of quality throughout the system, even when hundreds of stores are in operation.
This alliance affirms the value of Unique Pizza and Subs' commitment to forming strategic partnerships with market leaders like Revention. This partnership offers a versatile product allowing franchisees to be ahead of the curve regarding all concerns an owner has to deal with. This system also provides another way for UPZS to provide world-class service that always exceeds their customer's expectations. It is a very important, and cost-effective tool for franchisees and corporate management to effectively control all aspects of the pizza business. The equipment that UPZS and Revention are providing at the retail level and management level offer an inexpensive and easy to implement technology that will begin paying for itself upon installation. Unique Pizza and Subs is confident this point-of-sale system will revolutionize the pizza industry. This system represents an asset of great strategic and competitive value for Unique Pizza and Subs. This presents tremendous potential to long-term investors, especially with the stock being so undervalued at this time. Having these two leaders (UPZS and Revention) partner together can only produce positive things for UPZS stock.
About Unique Pizza and Subs Corporation, a Delaware Corporation
Unique Pizza and Subs Corporation currently is a startup/development stage company. Jim Vowler, President and CEO, completed four years of research before opening his first pizza restaurant in Millvale, PA and then spent the next eleven years refining every aspect of the pizza business and was responsible for opening more than 20 locations under the name Unique Pizza Factory Corporation. Mr. Vowler's pizzas were the official pizzas of the Pittsburgh Penguins and won numerous awards for taste and quality. Calling on this experience, Mr. Vowler has assembled an experienced management team to further develop the company's unique, quality products and business model that is well positioned for rapid growth.
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 27E of the Securities Act of 1934. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, ability to obtain financing and regulatory and shareholder approval for anticipated actions.
Contact: Mirador Consulting For Unique Pizza and Subs Corp. Investor Relations (561) 989-3600 Fax: (561) 989-0069
The Fronthaul Group Will Be Live on ***.com on Wednesday July 6th at 2:00PM CDT Market News First will release breaking news regarding a multi-million dollar contract between The Fronthaul Group, Inc. (OTCBB: FHAL) and non-profit organization The Climate Exchange of the America’s Inc. (CEOTA) on Wednesday, July 6, 2006 at 2:00PM Central Time on its website, ***.com.
The live broadcast is available to anyone with internet access and who can download the free player at www.***.com enabling them to listen in for management's review of operations and discussion of future prospects.
About Fronthaul:
Fronthaul is an Internet-based, business-to-business information exchange that provides a centralized database of freight load information accessible by wireless device or through the Internet. With branches in Rockwall, Texas, The Fronthaul Group is a Delaware corporation and is expected to grow their business specifically in the areas of 3rd Party Logistics (3PL), Transportation Brokerage, and Motor Carrier services.
About Market News First:
Being the only online destination that brings real blow-by-blow information and analysis on micro-cap news, ***.com features live press conferences, live interviews and exclusive investment news.
***.com gives micro-cap investors the information source necessary to trade in the markets. ***.com boasts being the largest true news company reporting on micro-cap traded stocks.
In addition to live interaction with companies from the Bulletin Board, Pink Sheets and Amex, *** has All-Day Live Trading Commentary, Analyst Profiles, Interactive Forums, News Items and The Micro****. *** **** features opinions, thoughts and comments of Michael A. Willingham and Andrew Coffee along with other participants giving the latest on micro-cap invests and trends.
Market News First will turn the average investor into a more decisive, profitable investor, by answering micro-cap investors' questions before they are even asked.
China Digital Enters Chinese 3G Communications Market with Acquisition of Galaxy View International 6/29/2006
Company Says $8M Acquisition Accretive in 2006
LOS ANGELES, CA and SHENZHEN, CHINA, Jun 29, 2006 (MARKET WIRE via COMTEX News Network) -- China Digital Communication Group (OTCBB: CHID), one of the fastest growing battery components manufacturers in China, announced today that it has completed the acquisition of Galaxy View International, Ltd., which operates through its wholly owned subsidiary Sono Digital Electronic Technologies Co., Ltd., a leading supplier of third-generation (3G) communications technology and equipment in China, in a cash and stock transaction valued at approximately $8 million.
In 2005, Galaxy View had unaudited revenues of $6 million and unaudited net income of $2 million.
China Digital acquired all of the outstanding shares of privately held Galaxy View for $3 million in cash and 7,575,757 unregistered shares of China Digital preferred stock valued at approximately $5 million.
China Digital CEO Ran Liang, said, "The acquisition of Galaxy View and its wholly owned subsidiary, Sono Digital, positions us to become a competitor in the new rapidly evolving 3G technology communications industry. China is active in the worldwide technological shift to 3G technologies, which allows for data transmission, e-mail and instant messaging. We believe that the acquisition will positively impact our 2006 financial performance. For China Digital, this marks the beginning of a strategic transformation to become a manufacturer of high-tech products and technologies to 3G communication systems wireless providers."
Under the terms of the acquisition agreement, Galaxy View shareholders agreed to a lock-up provision restricting the resale of their shares for a five-year period. Each preferred share entitles the holder to seven votes per share on all matters to be voted on by the shareholders and will be mandatorily convertible into one share of common stock after five years.
According to U.S. GAAP rules, China Digital will report revenue and net income from Galaxy View commencing upon the closing date of the acquisition. Estimated diluted EPS, assuming that the Galaxy View acquisition closes at the beginning of July 2006, is projected to be $0.09. China Digital estimates revenues at $19.3 million and net income at $5.8 million.
Assuming that the acquisition had taken place at the beginning of the year at January 1, 2006, the pro forma diluted EPS is projected at $0.11, revenues at $21.9 million and net income at $6.9 million for the year ended December 31, 2006.
The company emphasizes that the foregoing statements regarding projections for 2006 are forward-looking, and actual results may differ materially. These are the company's targets, not predictions of actual performance.
About Galaxy View International, Ltd.
Galaxy View International, Ltd., which operates through its wholly owned subsidiary Sono Digital Electronic Technologies Co., Ltd., is a high-tech enterprise specializing in the mobile communication equipment industry. The company has a broad range of services, including mobile equipment production, technical development, product standardization, market research, equipment setup and debugging, technical support, implementation analysis and searching for merger opportunities.
The company embraces a set of highly effective and standardized systems in management, production, and quality control. It is recognized by the Science and Technology department of Shenzhen as a "high-tech, software enterprise." The company has intellectual property rights in software development and production. Sono is known throughout its industry as one of the most competitive communication equipment producers. For more information on Sono, visit http://www.sono.com.cn.
About China Digital Communication Group
China Digital Communication Group, through its wholly owned subsidiary, Shenzhen E'Jenie Science and Technology Co., Ltd. (E'Jenie), is one of China's leading manufacturers and developers of advanced telecommunications equipment. E'Jenie sells advanced high-quality lithium-ion battery shell and cap products to all major lithium-ion battery cell manufacturers in China. E'Jenie's products are used to power mobile phones, MP3 players, laptops, digital cameras, PDAs, camera recorders and other consumer electronic digital devices. China Digital Communication Group is continuing its expansion across East Asia, while seeking distribution partners and acquisitions in new global markets, including the United States. For more information, visit http://www.chinadigitalgroup.com or contact Roy Teng of China Digital, (310) 461-1322, e-mail: info*chinadigitalgroup.com.
For investor relations information regarding China Digital Communication Group, contact Frank Hawkins or Ken AuYeung, Hawk Associates, at (305) 451-1888, e-mail: info*hawkassociates.com. An online investor kit including press releases, current price quotes, stock charts and other valuable information for investors may be found at http://www.hawkassociates.com and http://www.americanmicrocaps.com.
Forward-looking statement: Except for the historical information, the matters discussed in this news release may contain forward-looking statements, including, but not limited to, factors relating to future sales. These forward-looking statements may involve a number of risks and uncertainties. Actual results may differ materially based on a number of factors, including, but not limited to, uncertainties in product demand, risks related to doing business in China, the impact of competitive products and pricing, changing economic conditions around the world, release and sales of new products and other risk factors detailed in the company's most recent annual report and other filings with the Securities and Exchange Commission.
U.S. Pro Golf Tour Announces Title Sponsor for Chattanooga Event Thursday June 29, 8:35 pm ET The Global Media Fund Classic Tees Off August 10-13, 2006 With Increased Purse
HERTFORD, N.C., June 29 /PRNewswire-FirstCall/ -- The U.S. Pro Golf Tour, a wholly-owned subsidiary of Greens Worldwide, Inc. (OTC Bulletin Board: GRWW - News) announces that Global Media Fund will be the Title Sponsor for the Chattanooga event, taking place August 10-13, 2006, at the Valleybrook Golf & Country Club. In addition, the total purse for the Global Media Fund Classic is increased from $200,000 to $300,000. "We are extremely pleased that Global Media Fund is on board with us. The additional prize money further creates extra excitement for our professional players as they travel to Chattanooga and Valleybrook," said Tom Kidd, CEO of Greens Worldwide, Inc. "Global Media Fund is extremely pleased to be the Title Sponsor of the event in Chattanooga at the Valleybrook Golf & Country Club," Jung Yun, Global Media Fund Senior Vice President, said. "The U.S. Pro Golf Tour certainly has some of the world's top players, and we're excited about kicking off this long-term relationship with the Tour in the Scenic City." ADVERTISEMENT
At the Tour's Fredericksburg, Virginia event last week, officials announced a five-year, strategic partnership with Billionaire entrepreneur Donald J. Trump, and beginning in 2007, four major events on the USPGT schedule will be the "Trump Championships," carrying a total purse of $10.1 Million. This past May, 85 of the top USPGT players took part in the Trump Million Dollar Invitational in the Grenadine Islands. Following a 54-hole qualifying event, ten players entered a shootout. All ten players vying for the $1 Million first prize were from the U.S. Pro Golf Tour. The event can be seen Sunday, July 2, from 1-3ET on ESPN and again Wednesday, July 12, from 2:30-4:30ET on ESPN2.
The Global Media Fund Classic kicks-off Wednesday, August 9, at 6:00 with a pairings party for the Celebrity Pro-Am. Those taking part will learn who their pro or celebrity will be. Thursday, August 10, it's the Celebrity Pro-Am at Valleybrook. The modified scramble tees-off at 12:30 in a shotgun start. Other events include a junior clinic on Saturday, August 12. It's free and open to the public. The junior clinic features tips from our pros and the Las Vegas Golf Schools, which travels to each event. Kids and their guests are invited to stay for a cookout. On Friday, August 11, the 54-hole Global Media Fund Classic gets underway, with the cut made after 36-holes.
Among those holding tour cards with the USPGT are Tommy Gainey and Randall Hunt, who were both featured on the Golf Channel reality show "The Big Break IV." Gainey won the 2005 U.S. Pro Golf Tour's "Tour Championship" in November, edging former PGA and Nationwide Tour professional Kelly Grunewald by one stroke to capture the $50,000 prize. Lee Williams, who finished 40th in the 2006 U.S. Open at Winged Foot, and Stuart Deane, a 59th place finisher in the PGA TOUR's Zurich Classic of New Orleans, will be in the Chattanooga field. Celebrity players include U.S. Olympic swimmer Ed Moses, who won a gold and silver medal at the 2000 Olympic Summer Games in Sydney, Australia. Jose Alvarez, a former pitcher with the Atlanta Braves, is also on tour with the USPGT. Alvarez was named the Braves' Most Valuable Pitcher in 1988. The tour also features former NFL place kickers Al Del Greco, a former Tennessee Titan, and Jim Breech, who kicked in two Super Bowls with the Cincinnati Bengals, along with Graig Nettles, who has a pair of World Series Championship rings from his 10 seasons with the New York Yankees. Other celebrity players are expected to take part, and that information will be released accordingly.
-------------------- Disclaimer: Not accountable for anything I say
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J_U_ICE are we supposed to read that second post???? It will take 2 weeks to analyze that.. Just kidding.. you are doing a great job!!
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quote:Originally posted by Matrix Trader: J_U_ICE are we supposed to read that second post???? It will take 2 weeks to analyze that.. Just kidding.. you are doing a great job!!
Thanks Matrix, It's my stock version to WAR and PEACE. My arm got tired scrolling down the page of copy it.
-------------------- The difference between genius and stupidity is that genius has its limits
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I know this is well over the price range but it could be very interesting 52week hi 4.00 Low .18
INFN 1.14
U.S. Department of Commerce and U.S. Embassies Promote Innofone.com Globally Innofone.com Inc., (OTCBB: INFN), the first public company to focus exclusively on the global market for IPv6 (also known as the New Internet), which includes opportunities for improved voice, video, data, and wireless communications, announced today that the United States Department of Commerce will assist in promoting Innofone.com products and services to additional international market segments, with a with the support of U.S. is to become the leader in the New Internet market by developing and consolidating an array of IPv6 products and services for governments and corporations around the world. The United States Federal Government and the United States Department of Defense have mandated transition to IPv6 by 2008. The Japanese Government estimates the total market size for IPv6-related products and services to total $1,550 billion dollars by 2010.
Alex Lightman, Innofone.com Chairman & CEO, stated, "With the assistance and advocacy of the U.S. Department of Commerce's export promotion agency, the U.S. Commercial Service, and the U.S. Embassies, Innofone.com is launching a major drive by presenting its IPv6-related products and services to government agencies, defense departments, academic and research centers, and IT companies in leading Asian markets. We welcome the support of the Department of Commerce and its partners, and thank them for the pivotal role they are playing in the development of our international corporate relationship and business development activities. Our meetings throughout Asia will include presentations by very high level local leaders, to enable us to set up a true dialogue with them. This will engender a dramatic and important opportunity for technology diplomacy throughout the region."
"The U.S. Commercial Service is pleased to be working with Innofone.com, Inc.," noted Maura Kim, International Trade Specialist from the agency's Los Angeles office. "Our worldwide network of professional trade specialists, which are based in U.S. Embassies in 80 countries, helps U.S. businesses like Innofone.com expand into additional international markets and find new strategic partners." The agency is assisting Innofone.com with capabilities presentations this July in the Philippines, China, South Korea, Japan and India, to aid Innofone.com in presenting both its products and services as well as an update on IPv6 technology, to major governments, companies and associations. The U.S. Commercial Service organizes, promotes and publicizes these overseas events, as well as delivers logistical support.
For more information on the United States Department of Commerce and its U.S. Commercial Service, please visit www.export.gov.
About Innofone.com, Inc.
Innofone.com, Inc. (OTCBB: INFN), with its wholly owned subsidiary, IPv6 Summit, Inc., is currently the only public company to focus exclusively on Internet Protocol version 6 (IPv6). Innofone.com organizes world-class conferences and offers training, testing and consulting services and a broad range of products related to IPv6 for government and commercial customers, especially IT and wireless departments. For more information, see www.innofone.com and www.usipv6.com.
IPv6, also known as The New Internet, is a major upgrade to the existing Internet (Internet Protocol version 4, in service since 1973), and offers always-on security, high-quality video-over-Internet and other important new features that will profoundly influence a broad range of consumer, commercial and military devices. The Office of Management and Budget (OMB) recently mandated IPv6 for use by the US Federal Government, joining the US Department of Defense, which has already started transitioning to the new format.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include the Company's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in the Company's Securities and Exchange Commission filings. The forward-looking statements in this press release speak only as of the date hereof, and the Company disclaims any obligation to provide updates, revisions or amendments to any forward-looking statement to reflect changes in the Company's expectations or future events.
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Sub-Urban Board of Directors Bolstered by Kenard Gibbs, Influential Hip-Hop Pioneer and VIBE Magazine President Thursday June 29, 4:01 pm ET Newest Member of the Sub-Urban Board Contributes Insider's Perspective on Today's Multibillion-Dollar Urban Market
LOS ANGELES--(BUSINESS WIRE)--June 29, 2006--Sub-Urban Brands, Inc. (OTCBB:SUUB - News), a multi-brand apparel company pursuing explosive revenue growth in the global fashion industry, has announced that Kenard Gibbs, President of VIBE magazine, one of the nation's most popular and influential urban-culture publications, will join the Company's Board of Directors.
Source: Sub-Urban Brands, Inc.
· View Multimedia Gallery
Mr. Gibbs, a prominent and successful business leader, brings key insights into the multibillion-dollar youth marketplace that Sub-Urban is targeting with its cutting-edge fashion and designs.
"American urban culture dictates fashion for the youth market around the world," says Mr. Gibbs. "I look forward to contributing to Sub-Urban's phenomenal success in the urban arena, and believe that there is no ceiling to the Company's ability to capitalize on that lucrative market."
Mr. Gibbs oversees all aspects of VIBE Magazine, the nation's leading resource in urban music and culture. In addition to directing all strategic positioning and business development at VIBE and its numerous brand extensions, he also manages the advertising, event marketing and public relations departments. During his 13-year tenure, Mr. Gibbs has spearheaded the launch of VIXEN, a new fashion and beauty title for women and expanded the VIBE brand far beyond print to mediums that include broadcast, wireless and film. Gibbs holds a Masters degree in Marketing and Finance from Northwestern University's Kellogg Graduate School of Management and a B.A. in Political Economy from Williams College.
"Kenard will provide key insights on today's urban culture," says Joseph Shortal, Chief Executive Officer of Sub-Urban Brands. "His reputation, contacts and business savvy are an invaluable addition to our Board of Directors."
Sub-Urban Brands recently announced that highly influential fashion retailer Fred Segal has placed an order to carry the Company's Whiteboy® line of clothing and accessories. Fred Segal has emerged as trendsetting retailer, whose ideas and selections influence buyers for many of the largest retail and department stores in America, Europe and around the world.
Sub-Urban's provocative brands have been engineered from the start to generate consumer buzz and to maximize sales. The Company's brands have been widely featured in high-profile fashion magazines, online publications and news media. The Company is committed to aggressive appreciation through organic and acquisitioned growth, including the purchase of additional trademarked apparel and accessory lines.
Based in Los Angeles, the established entertainment and new apparel manufacturing capital of the United States, Sub-Urban's printing techniques, washes, embroideries and appliques, have galvanized youth culture and A-list celebrities, including: Don Cheadle (Crash), Tommy Lee (Motley Crue) and Jessica Alba (Sin City), among many others.
Sub-Urban has seen exponential growth since the launch of the pop culture phenomena WHITEBOY® brand and its signature rooster logo. Other product lines include WHITEBOY for Women, BLACK JESUS and PYT (Pretty Young Thing). Sub-Urban products are sold at trendsetting retailers like Fred Segal and Dr. Jay's. Within the next 18 months, Sub-Urban intends to expand its brand offerings through global distribution networks in Japan, Canada, Australia and 25 other European markets.
-------------------- All my posts are based on my own opinions and not to be taken as buy/sell recommendations.
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>CARSON CITY, Nev., June 30, 2006 (PRIMEZONE) -- Friendly Energy Corp. (Pink Sheets:FDEG) announces today a correction of the press release of June 13th, 2006, previously announcing the company had received a drilling permit for the Asher No. 1 joint venture prospect was effective June 15th, 2006, which was reported incorrectly. The company's joint venture partner and operator, D-Mil Production Inc., has received the operating permit effective immediately. The previous drilling permit reported to be effective June 15th was not issued as reported, due to a review by the Corporation Commission of Oklahoma. This was due to environmental concerns resulting in the fact that the Asher No. 1 well will be drilled with a "closed system," which is utilized for the recapture and containment of the drilling mud and other fluids required for drilling.
The road construction and site preparation for the drill rig has been completed according to environmental requirements and concerns, enabling the issuance of the current drilling permit, effective June 29, 2006.
The Company now awaits the delivery and assembly of the drill rig to establish the "spudding date."
"The company has overcome the normal course challenges usually encountered in the process of drilling a prospect. The Asher No. 1 Joint Venture has vigorously strived to observe and respect the state requirements for environmental preservation of sensitive natural lands, which requires, in certain circumstances, additional time and preparation for the development and permitting of prospective drill sites," states company President Douglas Tallant. "We as a company are diligent in following state guidelines for drilling activity, and anticipate that the contract Drill rig will be delivered and assembled in the near term, as the drill pad is now completed and the final drill permit has been issued."
The company has been working diligently with the independent auditors and is awaiting the final signed audits from the auditors imminently subject to the independent auditors completion.
Friendly Energy is committed to the exploration and development of its prospects to take advantage of the current market pricing in the price of oil and gas by developing undeveloped reserves with little downside risk.
The company reports that the road construction and site development for the Company's joint venture of the Asher No. 1 Prospect is nearing completion. It is anticipated that all site preparation work will be completed in the next 10 days. The Asher No. 1 Prospect is located on the western edge of the giant St. Louis oil field in Pottawatomie County, Central Oklahoma.
The St. Louis field has produced over 300 million barrels of oil and 26 billion cubic feet of gas from reservoirs of the Earlsboro sand (Pennsylvanian), Hunton and Viola. Estimated reserves for the Asher prospect are indicated to be 350,000 barrels of oil.
Friendly Energy is a development stage company in the Oil and Gas Exploration Industry.
This news release contains information that is "forward-looking" in that it describes events and conditions, which Friendly Energy Inc. ("FDEG") reasonably expects to occur in the future. Expectations for the future performance of the business of FDEG are dependent upon a number of factors, and there can be no assurance that FDEG will achieve the results as contemplated herein and there can be no assurance that FDEG will be able to conduct its operations or production from its properties will result from or continue as contemplated herein. Certain statements contained in this report using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond the Company's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. FDEG disclaims any obligation to update any forward-looking statement made herein.
CONTACT: Friendly Energy Douglas Tallant, President (702) 953-0411 www.fdeg.biz
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Press Release Source: Greens Worldwide, Inc.
U.S. Pro Golf Tour Announces Title Sponsor for Chattanooga Event Thursday June 29, 8:35 pm ET The Global Media Fund Classic Tees Off August 10-13, 2006 With Increased Purse
HERTFORD, N.C., June 29 /PRNewswire-FirstCall/ -- The U.S. Pro Golf Tour, a wholly-owned subsidiary of Greens Worldwide, Inc. (OTC Bulletin Board: GRWW - News) announces that Global Media Fund will be the Title Sponsor for the Chattanooga event, taking place August 10-13, 2006, at the Valleybrook Golf & Country Club. In addition, the total purse for the Global Media Fund Classic is increased from $200,000 to $300,000. "We are extremely pleased that Global Media Fund is on board with us. The additional prize money further creates extra excitement for our professional players as they travel to Chattanooga and Valleybrook," said Tom Kidd, CEO of Greens Worldwide, Inc. "Global Media Fund is extremely pleased to be the Title Sponsor of the event in Chattanooga at the Valleybrook Golf & Country Club," Jung Yun, Global Media Fund Senior Vice President, said. "The U.S. Pro Golf Tour certainly has some of the world's top players, and we're excited about kicking off this long-term relationship with the Tour in the Scenic City." ADVERTISEMENT
At the Tour's Fredericksburg, Virginia event last week, officials announced a five-year, strategic partnership with Billionaire entrepreneur Donald J. Trump, and beginning in 2007, four major events on the USPGT schedule will be the "Trump Championships," carrying a total purse of $10.1 Million. This past May, 85 of the top USPGT players took part in the Trump Million Dollar Invitational in the Grenadine Islands. Following a 54-hole qualifying event, ten players entered a shootout. All ten players vying for the $1 Million first prize were from the U.S. Pro Golf Tour. The event can be seen Sunday, July 2, from 1-3ET on ESPN and again Wednesday, July 12, from 2:30-4:30ET on ESPN2.
The Global Media Fund Classic kicks-off Wednesday, August 9, at 6:00 with a pairings party for the Celebrity Pro-Am. Those taking part will learn who their pro or celebrity will be. Thursday, August 10, it's the Celebrity Pro-Am at Valleybrook. The modified scramble tees-off at 12:30 in a shotgun start. Other events include a junior clinic on Saturday, August 12. It's free and open to the public. The junior clinic features tips from our pros and the Las Vegas Golf Schools, which travels to each event. Kids and their guests are invited to stay for a cookout. On Friday, August 11, the 54-hole Global Media Fund Classic gets underway, with the cut made after 36-holes.
Among those holding tour cards with the USPGT are Tommy Gainey and Randall Hunt, who were both featured on the Golf Channel reality show "The Big Break IV." Gainey won the 2005 U.S. Pro Golf Tour's "Tour Championship" in November, edging former PGA and Nationwide Tour professional Kelly Grunewald by one stroke to capture the $50,000 prize. Lee Williams, who finished 40th in the 2006 U.S. Open at Winged Foot, and Stuart Deane, a 59th place finisher in the PGA TOUR's Zurich Classic of New Orleans, will be in the Chattanooga field. Celebrity players include U.S. Olympic swimmer Ed Moses, who won a gold and silver medal at the 2000 Olympic Summer Games in Sydney, Australia. Jose Alvarez, a former pitcher with the Atlanta Braves, is also on tour with the USPGT. Alvarez was named the Braves' Most Valuable Pitcher in 1988. The tour also features former NFL place kickers Al Del Greco, a former Tennessee Titan, and Jim Breech, who kicked in two Super Bowls with the Cincinnati Bengals, along with Graig Nettles, who has a pair of World Series Championship rings from his 10 seasons with the New York Yankees. Other celebrity players are expected to take part, and that information will be released accordingly.
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York Regional Police Goes Hi-Tech With Facial and Image-Matching Technology
TORONTO, Jun 30, 2006 (MARKET WIRE via COMTEX) -- York Regional Police is proud to be at the forefront in testing new, state-of-the-art, biometric image-matching technology that will revolutionize the investigation of child pornography and child exploitation and save vulnerable children from Internet predators. In partnership with BlueBear Network International (PINKSHEETS: BLBR), our Technological Crime, Child Abuse and Forensic Identification Bureaus will pilot the testing of new, revolutionary software called LACE. LACE combines already existing biometric software used to identify faces of criminals with global image-matching capabilities to assist officers investigating child exploitation and child pornography.
LACE enables investigators to match images despite subtle differences in colour, size and type, something no computer program has been able to do before. For example, investigators would recognize a mirror image if they have seen it before, but in the past the computer would not.
Using LACE, investigators can reduce -- by up to 30 per cent -- the number of images they must view manually. LACE will also be used to identify images in older cases that have already been processed.
LACE also combines this image-matching capability with the facial recognition features of BlueBear's IDLE program. During the examination of computer images seized by police, an officer can extract facial images and enter them into victim and suspect databases across the globe in collaboration with other law enforcement agencies. Now, with LACE, images do not have to be identical, increasing the opportunity to identify and locate both Internet predators and their innocent victims.
It is expected that this powerful tool will dramatically improve the ability of police to identify and rescue child victims and at the same time ensure their privacy is maintained.
Child pornography is an international crime. Makers of child pornography have been able to avoid detection in large part by quickly producing enormous volumes of material and then using the Internet to hide. Police now have a powerful tool to help save our most innocent and vulnerable citizens from these predators.
"This program's ability to extract and share information globally will dynamically increase the ability of York Regional Police to investigate and prosecute child pornographers and reduce the number of child victims worldwide," said Detective Constable Phil Shrewsbury of the Technological Crime Unit.
Following an initial successful field test, York Regional Police will conduct the pilot project of this software, running it on eight computer work stations. It will wrap up December 31, 2006, when detectives and employees of BlueBear Network will then review the results of the system testing.
Contact: Michael Kassay York Regional Police Corporate Communications 17250 Yonge Street Newmarket, Ontario, L3Y 4W5 Public Affairs 1-866-876-5423 ext. 7977 or 7099 Fax: (905) 895-0036 Email: 1255*police.york.on.ca 733*police.york.on.ca
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Sniffex, Inc. Announces First Field Trials in Asia IRVING, TX -- (MARKET WIRE) -- June 30, 2006 -- Sniffex, Inc. ("Sniffex") (PINKSHEETS: SNFX) (http://www.sniffex.com) announced today a successful round of presentations of Sniffex, the company's explosive detection device, to high-level military and government personnel in Thailand and China. The Company stated that the first use of Sniffex was at the scene of the most recent roadside bombing, which killed 4 Thai soldiers. As a result the Director of Joint operations in Thailand has ordered further field testing of Sniffex with the intent of purchasing the product for over 50 villages in the south of the country. The company stated that the results of their presentations and testing done with Sniffex are laying the groundwork for significant orders in that area of the country.
"Sniffex was greeted with great enthusiasm by the senior military command in Thailand. They have a real and immediate need in the south of the country because of Muslim attacks occurring on a regular basis," stated Paul Johnson, President of Sniffex, Inc. "Sniffex is an excellent tool in an environment where there is a constant and real threat of bombings or other criminal activities."
In a related announcement, Sniffex, Inc. announced its first order for 10 Sniffex devices from government agencies in the Philippines. The Company further stated that it expects its first large orders for the product to come from this area of the world.
About Sniffex
Sniffex, Inc. is the holder of the exclusive license to sell Sniffex, an explosives detection device in NAFTA countries, and, on a non-exclusive basis in most other areas of the world. It sells its products through representatives, distributors, and its own sales force. The Company has also gained selling agreements with other products that are all related to the war on terror, including FlashCam, ThermalCam, and a variety of chemical products that can destroy viruses and bacteria from Anthrax to Avian Flu.
-------------------- JMHO. Do your DD. GLTA.
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CORRECTION - The Fronthaul Group, Inc. In the news release, "The Fronthaul Group Will Be Live on ***.com on Wednesday July 6th at 2:00PM CDT," issued Thursday, June 29, 2006, by The Fronthaul Group, Inc. (OTCBB: FHAL), we are advised by the company that the headline and the first sentence of the first paragraph should read "Wednesday July 5, 2006" rather than "Wednesday July 6, 2006" as originally issued. Complete corrected text follows.
The Fronthaul Group Will Be Live on ***.com on Wednesday July 5th at 2:00PM CDT
ROCKWALL, TX -- June 29, 2006 -- Market News First will release breaking news regarding a multi-million dollar contract between The Fronthaul Group, Inc. (OTCBB: FHAL) and non-profit organization The Climate Exchange of the America's Inc. (CEOTA) on Wednesday July 5, 2006 at 2:00PM Central Time on its website, ***.com.
The live broadcast is available to anyone with internet access and who can download the free player at www.***.com enabling them to listen in for management's review of operations and discussion of future prospects.
About Fronthaul:
Fronthaul is an Internet-based, business-to-business information exchange that provides a centralized database of freight load information accessible by wireless device or through the Internet. With branches in Rockwall, Texas, The Fronthaul Group is a Delaware corporation and is expected to grow their business specifically in the areas of 3rd Party Logistics (3PL), Transportation Brokerage, and Motor Carrier services.
About Market News First:
Being the only online destination that brings real blow-by-blow information and analysis on micro-cap news, ***.com features live press conferences, live interviews and exclusive investment news.
***.com gives micro-cap investors the information source necessary to trade in the markets. ***.com boasts being the largest true news company reporting on micro-cap traded stocks.
In addition to live interaction with companies from the Bulletin Board, Pink Sheets and Amex, *** has All-Day Live Trading Commentary, Analyst Profiles, Interactive Forums, News Items and The Micro****. *** **** features opinions, thoughts and comments of Michael A. Willingham and Andrew Coffee along with other participants giving the latest on micro-cap invests and trends.
Market News First will turn the average investor into a more decisive, profitable investor, by answering micro-cap investors' questions before they are even asked.
Source: Market Wire (June 30, 2006 - 10:45 AM EDT)
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EXTI (.05) Signs Letter of Intent to Acquire Silver Hawk Boxing Inc. Jun 30, 2006 12:31:00 PM
TAMPA, FL -- (MARKET WIRE) -- 06/30/06 -- Extreme Innovations, Inc. (PINKSHEETS: EXTI) announced today it has signed a Letter of Intent to acquire Silver Hawk Boxing Inc.
Silver Hawk Boxing (www.silverhawkboxing.com) is a five star promotional company, which provides training, and promotional skills to the Boxers and their future Beyond Boxing.
Silver Hawk Boxing CEO Tim Doyle stated, "We have grown Silver Hawk Boxing 100% in 2006 thus far. Our steady growth of new fighters allows us to promote quality shows and promotions throughout Las Vegas, Nevada and Florida. Silver Hawk Boxing's unique approach in its upcoming Friday night fights program has allowed us to align our company with Showtime and ESPN2 to premiere this new venture."
Statements regarding financial matters in this press release other than historical facts are "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The company intends that such statements about the company's future expectations, including future revenues and earnings, and all other forward-looking statements, be subject to the safe harbors created thereby. Since these statements (future operational results and sales) involve risks and uncertainties and are subject to change at any time, the company's actual results may differ materially from expected results.
Contact info: Extreme Innovations, Inc. Nazarith Dewoodi (813) 600-3490
-------------------- The difference between genius and stupidity is that genius has its limits
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MotorSports Emporium Inc. (OTCBB: MSEP) announced today a settlement agreement has been established between MSEP and Michael G. Wachholz.
David Keaveney, president and CEO of MotorSports Emporium, commented, "MSEP is pleased with the terms of the settlement. We gain ownership of the GS610.com domain for the duration of the License Agreement including sole and exclusive control over the GS610.com Web site. The license agreement remains in full force and effect. The settlement brings positive energy for us moving forward; we are glad it's behind us. We wish Mr. Wachholz the best in his endeavors."
Neither party admitted liability or wrongdoing. The terms of the settlement are confidential. The parties anticipate filing a stipulation for dismissal within 30 days.
This news release may include forward-looking statements within the meaning of section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, with respect to achieving corporate objectives, developing additional project interests, the company's analysis of opportunities in the acquisition and development of various project interests and certain other matters. These statements are made under the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements contained herein.
Source: MotorSports Emporium Inc.
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MotorSports Emporium Inc. Scottsdale David Keaveney 480-596-4002 davidk*motorsportsemporium.com
-------------------- The difference between genius and stupidity is that genius has its limits
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Acies Corporation Announces Record Fiscal Year Results; Company More than Doubles Revenue and Reduces Net Loss by 73%; Conference Call and Web Cast Scheduled for Thursday, July 6 at 4:15 p.m. EDT Business Editors
NEW YORK--(BUSINESS WIRE)--June 30, 2006-- Acies Corporation (OTCBB:ACIE), a financial services company specializing in providing payment processing and online banking services to small, medium and large-size merchants across the United States, today announced results for the fiscal year ended March 31, 2006.
Financial and Operational Highlights for Fiscal Year Ended March 31, 2006 Compared to Fiscal Year Ended March 31, 2005:
-- Revenues rose to a record high of approximately $9 million,
increasing 129% from $3.9 million.
-- Corporate expenses dropped 42% to $2.3 million, down from $3.9
million.
-- Net loss decreased 73% to approximately $903,000, or $0.02
loss per fully diluted share, compared to $3.3 million, or
$0.09 loss per fully diluted share.
As of March 31, 2006, the Company had total shareholders' equity of approximately $169,000.
Commenting on the results, Jeffrey Tischler, Chief Financial Officer of Acies, noted, "We are very pleased with the continued revenue ramp-up we are experiencing, which has been due largely to the ongoing success of our aggressive sales and marketing strategy designed to accelerate the expansion of our national sales channels. Moving forward, Acies is executing a series of exciting new marketing initiatives to promote greater sales growth while also paying very close attention to maintaining strict expense discipline. Collectively, we believe this is precisely the right plan to help us achieve our ambitious growth objectives."
Oleg Firer, Chairman and CEO of Acies, added, "2006 was indeed an exciting year of growth for Acies; representing a year in which we established our Company as a serious player in the national financial services arena. Moving forward, we intend to build on our success by attracting a much broader team of Independent Sales Organizations and Independent Sales Agents to the Acies' enterprise. Through adoption of clever and innovative marketing programs created to offer win-win-win financial opportunities for Acies, our sales channels and our merchant accounts, we remain confident that 2007 will indeed be another year of significant growth and success for our Company."
Due to the Fourth of July holiday, Acies will delay its public conference call until Thursday, July 6, 2006. Acies will host a teleconference that afternoon, beginning at 4:15 PM Eastern, and invites all interested parties to join management in a discussion regarding the Company's financial results, corporate progress and other meaningful developments. The conference call can be accessed via telephone by dialing 1-800-259-0251 and entering the passcode 81608832, or via the Internet at http://www.aciesinc.com. For those unable to participate at that time, a replay of the web cast will be available for 90 days on http://www.aciesinc.com.
About Acies Corporation (pronounced "ay-see-us")
Headquartered in New York City, Acies Corporation is a financial services company that, through its wholly owned subsidiary, Acies, Inc., specializes in providing payment processing and online banking services to small, medium, and large-size merchants across the United States. Acies' payment processing services enable merchants to process Credit, Debit, Electronic Benefit Transfer (EBT), Check Conversion, and Gift & Loyalty transactions. Acies also offers traditional and next-generation point-of-sale (POS) terminals, which enable merchants to utilize Acies' payment processing services. Acies' banking services offer customers traditional banking services and the ability for customers to apply for an online bank account and pay bills electronically. For more information, visit http://www.aciesinc.com. -0-
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IPRE (.0009) President and Director James Hergott Appears on Talk Radio WSMB 1350 AM in New Orleans to Present ``Never Submit'' Jun 30, 2006 3:17:00 PM Copyright Business Wire 2006
BEVERLY HILLS, Calif.--(BUSINESS WIRE)--June 30, 2006--
Imperia Entertainment, Inc. (Pink Sheets:IPRE) announced today that its President, James Hergott, will appear this Saturday at 1:30 p.m. Central Time on New Orleans Talk Radio 1350 AM. Mr. Hergott will be discussing his latest film, "Never Submit," on the popular "Dig In With Chef Duke and Rock" program.
About "Never Submit"
"Never Submit" is a movie which portrays the thrill of victory and agony of defeat within the sport of mixed martial arts. The story is set in a tournament setting similar to the movie "Bloodsport" but rather than exploiting the sport as underground no-holds-barred fighting, it seeks to portray the sport in a realistic and positive light. The movie will be an inspirational tale similar to "Rocky." Unlike "Rocky" the lead character is an educated young man, rather than a beaten-down punch-drunk fighter. Mr. Hergott comments: "MMA is a very intellectual sport. A physical chess match. I want to portray the sport and its fighters as intelligent rather than dumb brawlers, as is often done in other movies." The company is financing the film with a combination of product placement advertising and an offering of units of equity in the film combined with company restricted preferred stock.
The company also announced that James Hergott's radio interview with Subpenny Radio is now posted on the company website under the "Investor Information" section at the bottom of the page.
About Imperia Entertainment, Inc.
Imperia Entertainment, Inc. (www.imperiaentertainment.com) is a company which has emerged as a player in the area of independent film production and distribution, once monopolized by the major film studios. In conjunction with its distribution subsidiary, Imperia International Distribution, the company engages in investing in and producing and distributing full-length feature films. Along with its equity interest in the widely anticipated "All That I Need" (www.allthatineed.net), released in theaters last December and now on DVD, Imperia's film properties include its feature film "Say it In Russian," (www.sayitinrussianmovie.com) starring Faye Dunaway, Steven Brand, Rade Sherbedgia, Agata Gotova, Musetta Vander and Steven Berkoff; "Brothers," by Tarquin Gotch ("Home Alone"); its MMA movie, "Never Submit"; and the award-winning "Autograph" television series (www.autograph.tv), which airs on the Colours Television Network. Through its subsidiary, Muller Media, Inc. (Pink Sheets:MLMD), the company also produces "Whiskers," by Jordan Klein ("Flipper," "Splash," "Cocoon").
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Imperia Entertainment, Inc. and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Source: Imperia Entertainment, Inc.
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Imperia Entertainment Inc. James Hergott 310-275-0089 or Vivian Fullerlove 972-562-0616 (Public Relations)
-------------------- The difference between genius and stupidity is that genius has its limits
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GLBM (.0011) Engages Independent Auditors to Express Opinion on Company Records & Historic Shipwreck Operations Company Preparing SEC Registration Statement to Become Fully-Reporting Jun 30, 2006 3:43:00 PM
CHARLESTON, SC -- (MARKET WIRE) -- 06/30/06 -- Global Marine, Ltd. (PINKSHEETS: GLBM), a Charleston, SC based International Historic shipwreck exploration and marine antiquities recovery Corp., announced that the Company has engaged the SEC Registered Auditing Firm of Rotenberg & Co. LLP to audit fiscal years 2004 and 2005 as well as the 1st and 2nd quarters of 2006.
The audit will cover the balance sheets as well as the related statements of Company operations, stockholders' equity, and cash flows for the years ended. The auditors will express an opinion on the financial statements including tangible and intangible assets in accordance with generally accepted accounting practices (GAAP).
Global's Management and financial staff began preparing for the audit along with Rotenberg & Co. LLP auditors beginning February 2006. Global Marine anticipates filing the required SEC Registration Statements, Forms "SB-2," and "10K." Clearing comments, Global Marine Ltd. will be compliant with the SEC, NASDAQ regulations and qualify to be quoted & traded as a Reporting Company on the OTC:BB.
A copy of the Corporate filings may be available at the SEC website URL: www.sec.gov and on Global Marine, Ltd.'s URL: http://www.GlobalMarineLtd.com, including additional information on the Company, projects and management.
Related Global Marine News: $10,550,000 Capital Infusion
Global Marine reported a first round capital infusion of $550,000 on Form 8K in March 2006. Additionally, Global Marine, Ltd. may be in a suitable position to draw down over two years an additional $10,000,000 secondary (SEDA) capital infusion negotiated with the same Funder. The additional Funds will allow Global the ability to expand their operational areas, and have simultaneous salvage of historic artifact recovery operations in progress at separate locations. These funds are available to Global Marine once the Company is SEC compliant.
Global will continue to inform our interested Public through various media, the progress of the current shipwreck salvage and other projects.
About Global Marine, Ltd.
Global Marine, Ltd. (PINKSHEETS: GLBM) -- Their primary business is in the oceanographic & historic marine archaeological field that seeks to continuously acquire innovative marine technology and other like businesses that offer its shareholders exceptional growth opportunities. Global Marine, Ltd. is currently focusing its search and recovery efforts on "located" exceptional historic & culturally significant Spanish Royal "Treasure" Armada shipwreck sites in Central & South America, and other wreck sites worldwide, many of which (shipwreck sites) have accompanying historic archival research, including cargo manifests and specific "Search and/or Recovery" permits. GLBM seeks to salvage these shipwreck sites. The research and site sampling on specific wreck sites indicate the ships may have sank with a large quantity of verifiable cargo. Current wreck sites may be in various stages of development, from research to recovery of the nautical antiquities. Selected wreck sites have been explored and partially recovered cargo sold to the public, collectors, or at auction. The Company is also investigating other promising shipwreck sites and has added additional professional staff and high-tech marine equipment to further the corporate objectives of recovering, selling or displaying artifacts discovered.
Forward-Looking Statements
Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about the Company's industry, management's beliefs, and certain assumptions made by management, by using historic or personal experience, and experience of other Global Consultants and may be only estimates and not actual results, if a shipwreck has not been fully investigated or recovered. Results also vary, and may depend on uncontrollable factors, such as weather and acts of war or aggression. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here; however, readers should review carefully reports of documents the Company files periodically with the SEC.
For more information, contact: Global Marine, Ltd. globalmarine*mac.com http://www.globalmarineltd.com Tel: 843-744-4361 Fax: 843-744-4973
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