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JPC Capital Partners, Inc. Files Definitive 14C Regarding the Acquisition of DIAS Holding, Inc. and a Special Shareholders Meeting Jul 10, 2008 10:56:00 AM View Additional ProfilesALPHARETTA, GA -- (MARKET WIRE) -- 07/10/08 -- JPC Capital Partners, Inc. (OTCBB: JPCI), a licensed broker-dealer based in Alpharetta, Georgia, announced today that it has filed its Definitive 14C with the Securities and Exchange Commission setting the date for a special shareholder meeting. The shareholder meeting will be held on July 30, 2008 to authorize the steps necessary to complete the acquisition of DIAS Holding, Inc. DIAS Holding Inc. f/k/a Componus, Inc. ("Componus"), is a Nevada Corporation involved in the multi-billion dollar industry of providing automotive, trucking, railway and petroleum industries with raw, finished and assembled components.
As previously announced on March 26, 2008, JPC Capital executed a stock purchase agreement and share exchange with Componus. The Agreement provided for the acquisition of Componus by JPC Capital Partners, Inc., whereby Componus will become a wholly owned subsidiary of JPC Capital. In connection with the acquisition of Componus, and after taking into effect a 2 for 1 reverse split of JPC Capital common shares, JPC Capital will issue 89,000,000 total shares of common stock. This will represent approximately 87.25% of the total issued and outstanding common stock of JPCI after the transaction is closed. These shares will be issued in exchange for all of the issued and outstanding shares of Componus. Upon completion of the Closing, Componus intends to elect a new board of directors and appoint new officers. Shareholders owning a controlling interest in JPC Capital have indicated that they intend to vote to approve the acquisition. Upon such vote, JPC Capital expects to complete the acquisition on July 31, 2008.
"We look forward to completing the acquisition of Componus," stated Jack Canouse, chief executive officer of JPC Capital. "We believe that this acquisition is in the best interest of our shareholders and will gain positive attention in the public markets. As the big three US automakers suffer record low sales and earnings due to overwhelmingly high cost in the US, we believe Componus is strategically positioned to exploit the multi-billion dollar metal forging and automotive supply industry between the US, China and other certain Asian countries."
Preliminary unaudited figures provided by Componus indicates that its sales increased to $3,418,102 for the three month period ended March 31, 2008 from $2,178,449 for the three month period ended March 31, 2007. The $1,239,653 or 57% increase in sales reflects deliveries for repeat and new products ordered by existing clients, whose demand increased from the previous year. Gross profit increased to $1,070,042, or 31% of sales, for the three month period ended March 31, 2008 from $704,849, or 32% of sales, over the three month period ended March 31, 2007. The increase reflects the proportional rise relative to sales compared to the previous year.
Upon review of Componus's unaudited first quarter results, Jack Canouse stated, "We are very pleased with the continuing growth and strength of Componus's operations, and we are excited about the future opportunities created by the Componus acquisition."
About DIAS Holding, Inc.
DIAS Holding, Inc. ("Componus") is a Nevada Corporation servicing the multi-billion dollar industry of providing automotive, trucking, railway and petroleum industries with raw, finished and assembled components. The Company's major holdings include Asia Forging Supply Company ("AFS") of Taiwan, a prime contractor for a network of factories throughout Asia, and the Detroit International Auto Salon ("DIAS"), a wholly owned subsidiary, and the largest independent, year-round exhibition center for automotive products. For more information about Componus, please visit http://www.componusinc.com.
About JPC Capital Partners, Inc.
JPC Capital Partners, Inc. has been a licensed broker-dealer since its inception in 1999. It specializes in private placements and financings for public and private companies, as well as certain corporate finance functions, including business consulting and merger and acquisition services. For additional information, visit JPC Capital Partner's website at http://www.jpccapital.com or contact John Canouse at 770-521-1330.
JPC Capital Partners, Inc., member FINRASIPC.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities; such offer may only be made by a prospectus after regulatory requirements are met. Nor shall there be any sale of any securities in any State in which such offer, solicitation or sale would be unlawful under the securities laws of any such State.
Forward-Looking Statements
Please be advised that statements made herein, other than historical data, constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. When used in this report, words such as "believe," "expect," "anticipate," "estimate," "intend," "deem," "see" and similar expressions, as they relate to the Company or its plans or operations, identify forward-looking statements. Such forward-looking statements are based on assumptions made by and information currently available to the Company's management. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations are reasonable, and it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from such expectations include, without limitation, the ability of Componus to execute its business plan, currency and commodity fluctuations, availability of raw materials, raw material cost increases, and severe interest rate increases. The Company can provide no assurance that such cost increases can be passed on to its customers through implementation of price increases for the Company's products. Furthermore, the ability of current management to evaluate the risk and viability of Componus's business plan is limited by current management's lack of experience in Componus's industry. The forward-looking statements contained herein reflect the current views of the Company's management with respect to future events and are subject to those factors and other risks, uncertainties and assumptions relating to the operations, results of operations, cash flows and financial position of the Company. The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements.
Contact: John Canouse 770-521-1330
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DIAS & Guangzhou Auto Parts and Accessories Global Sourcing Center Pen Agreement Jul 22, 2008 8:30:00 AM View Additional ProfilesALLEN PARK, MI -- (MARKET WIRE) -- 07/22/08 -- JPC Capital (OTCBB: JPCI) is pleased to report that an agreement between DIAS Holdings subsidiary, the Detroit International Auto Salon (DIAS), and the Guangzhou Auto Parts and Accessories Global Sourcing Center (AAGSC) of Guangdong Province, China announced today the completion of a cross promotional agreement between the two premier year-round automotive exposition centers.
"I'm looking forward to our mutual success in promoting qualified automotive suppliers between our two facilities," said Mr. Zhang Yong Gong, General Manager of AAGSC. "The agreement with the Detroit International Auto Salon brings public exposure and excitement for our companies in the two largest automotive markets in the world."
"This agreement is a culmination of our mutual business interests since 2007," says Michael Wesney, President of DIAS. "Our 300,000 square foot showcase facility is very complementary of the AAGSC footprint in China." AAGSC holds up to 5,000,000 square feet in facilities comprised of an enterprise headquarters tower, exhibition and trading center, auto parts area, auto accessories area, logistics area, and two services areas, about 30 minutes from downtown Guangzhou city, one of the most populous cities of China.
JPC Capital Partners, Inc. (OTCBB: JPCI), a licensed broker-dealer based in Alpharetta, Georgia, has filed its Definitive 14C with the Securities and Exchange Commission setting the date for a special shareholder meeting. The shareholder meeting will be held on July 30, 2008 to authorize the steps necessary to complete the acquisition of DIAS Holding, Inc. DIAS Holding Inc. f/k/a Componus, Inc., is a Nevada Corporation involved in the multi-billion dollar industry of providing automotive, trucking, railway and petroleum industries with raw, finished and assembled components.
About DIAS Holding, Inc.
DIAS Holding, Inc. is a Nevada Corporation servicing the multi-billion dollar industry of providing automotive, trucking, railway and petroleum industries with raw, finished and assembled components. The company's major holdings include Asia Forging Supply Company of Taiwan, a prime contractor for a network of factories throughout Asia, and the Detroit International Auto Salon, a wholly owned subsidiary, and the largest independent, year-round exhibition center for automotive products. For more information about the company, please visit http://www.componusinc.com.
About the Guangzhou Auto Parts and Accessories Global Sourcing Center:
The Guangzhou Auto Parts and Accessories Global Sourcing Center ("AAGSC") was established in 2006 to serve as a central focal point for the automotive industry in the Guangdong Province. Formulated with private and government investment capital, this year-round facility holds up to 5,000,000 square feet of exposition and showcase areas on multiple floors. For more information, visit www.vparts.com.cn or contact its professional staff from Global Marketing department at globalmarketing*vparts.com.cn or at F50, Sixth Floor Grand Intl. Square Yong Fu Road, Guangzhou, China.
About JPC Capital Partners, Inc.
JPC Capital Partners, Inc. has been a licensed broker-dealer since its inception in 1999. It specializes in private placements and financings for public and private companies, as well as certain corporate finance functions, including business consulting and merger and acquisition services. For additional information, visit JPC Capital Partner's website at http://www.jpccapital.com or contact John Canouse at 770-521-1330.
JPC Capital Partners, Inc., member FINRASIPC.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities; such offer may only be made by a prospectus after regulatory requirements are met. Nor shall there be any sale of any securities in any State in which such offer, solicitation or sale would be unlawful under the securities laws of any such State.
Forward-Looking Statements
Please be advised that statements made herein, other than historical data, constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. When used in this report, words such as "believe," "expect," "anticipate," "estimate," "intend," "deem," "see" and similar expressions, as they relate to the Company or its plans or operations, identify forward-looking statements. Such forward-looking statements are based on assumptions made by and information currently available to the Company's management. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations are reasonable, and it can give no assurance that such expectations will prove to have been correct. The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements.
Contact: John Canouse 770-521-1330
-------------------- Love 'em or Leave 'em either way I already did it. Posts: 801 | Registered: Jul 2006
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22, some guys on TGL on IHub played this one a while back and made some big money i think. They did a lot of DD on the whole thing, but most of it was over my head. If you have a subscription over there, search that board and there's lots of info if this guy doesn't end up posting it first.
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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TGL is The golden lounge or soemthing. Some pretty good traders there.
the spread is actually tighter than in the past, i think. It's always been a weird one.
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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Componus Inc http://www.componusinc.com http://www.componus.net (under construction) Componus was incorporated in the U.S. in December 2005 and merged with the Asia Forging Supply (AFS) Company, Ltd., in 2006. in the Fall of 2007, the Detroit International Auto Salon (DIAS) was created to complement the AFS sourcing network with a year-round exhibition & market place for emerging Asia companies desiring branding and presence in North America. DIAS was born through the cooperation with the local Michigan government and associations to provide opportunities for U.S. companies to team, partner, or source with these emerging companies.
Asia Forging Supply Co., Ltd http://web.asiaforging.com/main.asp in Taiwan is a One-Stop Supplier for auto metal parts, and is represented globally with Sales & Service locations in over 14 countries on 4 continents. They work with all types of customers, from Tier 1 and Tier 2 of OEMs to Aftermarket customers and spare parts shops. They are proud to be a certified vendor of Volvo, Dana, Affinia, Delphi, TRW, Magna and Linamar, among others.
AFS is a TS16949 and ISO9001 certified company with over 25 years of experience in the forging industry. Their major product lines are chassis parts, transmission parts, powertrain, suspension, and brake systems. They offer hot, warm, cold, and combination forgings, as well as upset forging. Besides forgings, AFS offers castings (ductile iron/ gray iron, die casting, squeeze casting, investment casting, etc.), stampings & stamping tooling, fasteners, and forged & cast wheels.
AFS plays the central role of the supply chain. We cooperate with MIRDC for our technical support and also integrate with our suppliers in Asia to form a networking. Banking partners and professional logistics services enhance us to provide total solution and one stop shopping for you|.
Detroit International Auto Salon http://www.detroitautosalon.com/Visitors/index.asp Detroit International Auto Salon (DIAS) is an one-stop auto parts shopping mall. It is a tailor made auto salon for OEM , Tier 1, and 2 suppliers, helping them to lower the total procurement costs by sourcing from Asia's most elite suppliers, at the most cost and time effective fashion. DIAS is also opened to public for retail and wholesales for various items like wheels and tires, GPS, gifts, toys and other auto electronic products.
Detroit International Auto Salon Highlights One Stop Shopping for All
* Detroit International Auto Salon will consolidate and integrate all the Asian parts suppliers under one roof.
* One stop shopping service for all kinds of parts and components * Retail/Wholesale/OEM - Open to the public like a shopping mall. * Professional sales will guide you through your visit and answer any question. * Shopping with a shopper rider. * Open 365 Days a Year - Customers may come and search for parts and suppliers during weekdays or weekend with family. * Largest Salon for Wheels - From heavy duty truck, ATV, SUV to high end Aluminum wheels like chrom-plated wheels. * On Site Engineering Service- providing engineering consultation and design * Provide total manufacturing solution service from designing to global manufacturing and delivery. * Cost for traveling and time will be saved significantly by visiting Detroit International Auto Salon instead of walking around in Asian Countries and LCC.
Yokomo R/C drifting cars are equipped with special drifting tires and chassis special designed for this purpose. Yokomo also offers a wide variety of car bodies, wheels and tires, car electrics, tuned pipes, and accessories for buyers to build the R/C drifting car of their dreams.
AFS is officially authorized to distribute Yokomo drift cars. They will also be exhibiting these exciting vehicles in major automotive shows and their own DIAS showroom to spread out this drifting phenomenon.
Earnings Reported by Asia Forging Supply Conversion= NTD 30 to $1 US 1998 = $ 0.1 million US$ 1999 = $ 0.3 million 2000 = $ 2.0 million 2001 = $11.3 million 2002 = $ 9.2 million 2003 = $11.0 million 2004 = $14.6 million 2005 = $14.0 million 2006 = $18.6 million
Merger: (from latest 10Q) We have entered into discussions with a private company which has indicated an interest in developing a strategic alliance, merger, reverse merger, or other form of corporate consolidation or combination with the Company.
Company Description: JPC Capital Partners, Inc. was incorporated in Delaware on April 26, 1999. We are registered with the Securities and Exchange Commission as a broker-dealer under the Securities Exchange Act of 1934 and are a member of the National Association of Securities Dealers, Inc.
We specialize in arranging private placements and other financings for public companies. We also provide other corporate finance functions, including business consulting, merger and acquisition services and limited amount of brokerage activities.
posted
So JPCI anything material going on here? Basically you're saying this private company with 33 million in 2007 of earnings is merging into JPCI? Will the O/S of 24 million stay the same? Well what is the O/S since thats reported in '05...definitely interesting, but i remember i got out of pennies for a reason, and that was all the BS and false promises. Will DD this though definitely interesting
-------------------- Disclaimer: Not accountable for anything I say Posts: 6266 | Registered: Jun 2004
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I am try and dig that up, maybe it is in a filing? I think there will be a lot of up and coming information on this stock. These wheels have been in motion for a long time now and it finally seems like the ball is rolling.
-------------------- Love 'em or Leave 'em either way I already did it. Posts: 801 | Registered: Jul 2006
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I bought in before the last run and then up around .25 cents after I made a tidy profit. I plan on putting a bid up but I am hoping the ask will come down a touch.
-------------------- Love 'em or Leave 'em either way I already did it. Posts: 801 | Registered: Jul 2006
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JPCI loooks very interesting. I just had a conversation with JPCI they told me the current float is roughly 2.4M. still doing DD, but it looks good so far. The asia forgings angle seems like a nice play. I will post what I find here
Posts: 119 | Registered: Apr 2006
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I am waiting for a call back from the TA and will be contacting Asia Forgings in Taiwan tonight. I will post what I find including the contact information for them
Posts: 119 | Registered: Apr 2006
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Hey I live in Alpharetta, though I've never heard of these guys, interesting.
Posts: 854 | From: Alpharetta, GA | Registered: Mar 2006
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quote:Originally posted by stocktrader22: So JPCI anything material going on here? Basically you're saying this private company with 33 million in 2007 of earnings is merging into JPCI? Will the O/S of 24 million stay the same? Well what is the O/S since thats reported in '05...definitely interesting, but i remember i got out of pennies for a reason, and that was all the BS and false promises. Will DD this though definitely interesting
the first thing he posted indicates they are issuing 89 million share to effect the transaction and that will be about 87% of issued and outstanding. in the same article is states their sales for the quarter ended march were only 3.4 million. not sure where you got 33 million annual
Posts: 1045 | From: novato,ca,usa | Registered: Aug 2003
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Earnings Reported by Asia Forging Supply Conversion= NTD 30 to $1 US 1998 = $ 0.1 million US$ 1999 = $ 0.3 million 2000 = $ 2.0 million 2001 = $11.3 million 2002 = $ 9.2 million 2003 = $11.0 million 2004 = $14.6 million 2005 = $14.0 million 2006 = $18.6 million
posted
maybe those figures weren't converted in to US dollars.... this is the quote i was referring too. obviously something is off..maybe by earnings, they mean revenues too. who knows.
Preliminary unaudited figures provided by Componus indicates that its sales increased to $3,418,102 for the three month period ended March 31, 2008 from $2,178,449 for the three month period ended March 31, 2007. The $1,239,653 or 57% increase in sales reflects deliveries for repeat and new products ordered by existing clients, whose demand increased from the previous year. Gross profit increased to $1,070,042, or 31% of sales, for the three month period ended March 31, 2008 from $704,849, or 32% of sales, over the three month period ended March 31, 2007. The increase reflects the proportional rise relative to sales compared to the previous year. Posts: 1045 | From: novato,ca,usa | Registered: Aug 2003
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Nah, the reverse split would be one thing but increasing the AS AND doing a RS is something anyone should really consider before buying in. I thought about it and decided not to. Hopefully those who do make big bucks and get no whammies. TMAN...
-------------------- In the end, trust only yourself when trading stocks. Posts: 2048 | From: Texas | Registered: Feb 2006
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well they are showing 15M is sales for 20007 and nearly 3.5m for this latest quarter. thats not bad at all
Posts: 119 | Registered: Apr 2006
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my opinion is dont buy in until split is over and everything is on track. Thats from experience but do whatever you like Posts: 6266 | Registered: Jun 2004
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