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Posted by J_U_ICE on :
 
GYPH(.55) Announces Planned Merger With American Bonanza Market Wire "US Press Releases "
VANCOUVER, BC -- (MARKET WIRE) -- 02/12/08 -- Gryphon Gold Corporation (TSX: GGN) (OTCBB: GYPH) ("Gryphon Gold") and American Bonanza Gold Corp. (TSX: BZA) ( FRANKFURT : AB2) ("American Bonanza") have signed a Letter of Intent to merge American Bonanza into a wholly owned subsidiary of Gryphon Gold through a Plan of Arrangement. Shareholders of American Bonanza will receive 0.50 shares of Gryphon Gold for every share of American Bonanza and options and warrants will be exchanged on the same ratio.
The merger is part of an overall business strategy to increase gold resources through acquisition, exploration and joint ventures in politically stable jurisdictions with long histories of gold mining.
Both Companies believe that this merger will:

-- Provide a pipeline of projects at various stages of development.

-- Result in greater market interest through being a larger company.

-- Result in administrative cost savings.

-- Bring together two near-term production properties;

Gryphon Gold's Borealis property in Nevada has potential for development of:

-- An oxide gold heap leach mine that is already permitted.
-- A near-term, underground high-grade gold mine at the Graben deposit or a
longer-term option of a large open pit.
-- Significant exploration prospects with gold mineralization potential.

American Bonanza's Copperstone property in Arizona has potential for:

-- Near-term, oxide, high-grade, underground mine production with short
permitting and construction timelines,
-- Significant expansion of the Copperstone gold resources based on two
exciting new gold discoveries with million ounce mineralization
potential

Gryphon Gold brings positive exposure to the benefits of gold exploration and resource expansion with nominal cash expenditures through exploration at over 50 properties -- primarily through joint venture and leasing agreements. This property portfolio and strategy is expected to allow the combined company to focus on the development of the Borealis and Copperstone properties.
American Bonanza's Joint Venture with Agnico-Eagle on the Northway and Vezza deposits offers potential for a third gold mining project. Other American Bonanza projects in Ontario and Quebec offer significant potential to develop additional resources. The Fenelon property lies in Quebec's Casa Berardi gold district and drilling has identified two large nickel rich zones. American Bonanza continues to advance other exploration projects, including the La Martinière gold project in Quebec .
American Bonanza has sold the Taurus property in northern British Columbia to Hawthorne Gold Corporation . Under that agreement, American Bonanza is expected to receive further payments of Cdn$5 million by December 22, 2009 . An additional Cdn$3 million is due to American Bonanza upon the completion of a feasibility study or the commencement of production.
The current cash reserves of the combined company amounts to approximately Cdn$9 million . Future cash receipts from the sale of the Taurus property is expected to total Cdn$5 to Cdn$8 million . Outstanding Quebec mining tax credits due to American Bonanza total up to Cdn$2 million and will be to the credit of the merged entity. Therefore, current cash on hand plus expected receipts totals Cdn$16 to Cdn$19 million . The combined financial strength of the Companies is expected to allow significant development at the Borealis and Copperstone projects.
The board and management structure of the combined Company is expected to be as follows: Tony Ker, Richard Hughes, Rohan Hazelton, Don Gentry (of Gryphon Gold), and Brian Kirwin and Giulio Bonifacio (of American Bonanza) will serve as directors of the merged company. Tony Ker will serve as Chief Executive Officer and Michael Longinotti will serve as Chief Financial Officer of the combined company.
Tony Ker, CEO of Gryphon Gold, states, "I believe that this merger will strengthen the Company's resource, management and financial base. The merger is expected to enable the Company to further its business strategy of developing and acquiring more gold resources in politically stable jurisdictions that have either great exploration potential or near-term production potential. I look forward to working with Brian and Giulio in growing the company."
Under the terms of the Letter of Intent, the companies agreed, among other things, to negotiate definitive agreements in good faith. The merger is subject to approval of the British Columbia court, approval by American Bonanza's shareholders, TSX approval, final approval by the boards of directors of American Bonanza and Gryphon Gold, American Bonanza receiving an opinion on the fairness of the merger, and other customary closing conditions.
The Companies have agreed to pay break-up fees in the following circumstances:
(1) Either Company shall pay the other the sum of US$150,000 in cash, plus an amount equal to all of the reasonable documented expenses incurred by the other in connection with the transactions contemplated by the merger (not to exceed US$50,000 ), if either the letter of intent or the arrangement agreement is terminated by the other Company due to certain actions set forth in the letter of intent.
(2) American Bonanza shall pay Gryphon Gold the sum of US$900,000 in cash, plus an amount equal to all of the reasonable, documented expenses incurred by Gryphon in connection with the transactions contemplated by the letter of intent in an amount (not to exceed US$50,000 ), if the board of directors of American Bonanza, among other things, determines not to recommend the merger with Gryphon Gold to the shareholders of American Bonanza and does not consummate the merger with Gryphon Gold.
Conference call details:
A conference call is scheduled for February 14, 2008 , and will be hosted by Gryphon Gold Chief Executive Officer Mr. Tony Ker and American Bonanza Chief Executive Officer Mr. Brian Kirwin. An invitation is extended to all interested investors, analysts or media representatives to attend.
Timing and dial-in details appear below: Pacific Standard Time.
Schedule of events

8:00 AM Pacific Standard Time : To participate in the conference call the
following numbers: Participant number: (416) 644-3422 or
Participant number: Toll-Free: 800-594-3790

The replay will be available for 7 days from Thursday, February 14 1:00pm
until Thursday February 21 11:59pm
416-640-1917 passcode 21263185#
877-289-8525 passcode 21263185#

ON BEHALF OF THE BOARD OF DIRECTORS
TONY KER, CEO
GRYPHON GOLD CORPORATION

Full financial statements and securities filings are available: for Gryphon Gold Corporation , on its website: www.gryphongold.com and www.sec.gov or www.sedar.com; and for American Bonanza Gold Corp on its website at www.americanbonanza.com and www.sedar.com. For further information contact: At Gryphon Gold Corporation , Tony Ker, Chief Executive Officer or Mike Longinotti, Chief Financial Officer by phone: 604-261-2229, or email at tker*gryphongold.com or mlonginotti*gryphongold.com
This press release includes forward-looking statements involving known and unknown risks, uncertainties and other factors that could cause actual results to vary materially from projected results. These include but are not limited to the timing of the Merger, anticipated liquidity and premium to market represented by Gryphon Gold shares to American Bonanza shareholders, anticipated satisfaction of closing conditions related to the Merger, anticipated future cash payments and cash position of the combined companies potential for described properties and other statements that are not historically statements of fact. Please refer to a discussion of these and other factors in: with respect to Gryphon Gold, Gryphon Gold Corporation's 10-KSB, 10-QSBs, Form 8-Ks and other Securities and Exchange Commission filings, and with respect to American Bonanza, American Bonanza Gold Corp.'s annual information form, annual and interim financial statements and management discussion and analysis, material change reports and other securities filings made with Canadian securities regulators which will be provided to you upon request. You should not place undue reliance on forward-looking statements. Neither company undertakes any obligation to update any forward-looking statement.
None of the securities contemplated to be issued in connection with the Merger have been or will be registered under the Securities Act of 1933, as amended (the "U.S. Securities Act"), or state securities laws, and any offer or sale is anticipated to be effected in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the securities laws of each state of the United States . Section 3(a)(10) of the U.S. Securities Act exempts from registration a security which is issued in exchange for outstanding securities where the terms and conditions of such issuance and exchange are approved, after hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have a right to appear, by a court or by a governmental authority expressly authorized by law to grant such approval. This press release does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or proxy solicitation.
This communication is being made in respect of the proposed merger transaction involving and Gryphon Gold and American Bonanza. In connection with the proposed transaction, Gryphon Gold will file with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulators information related to the Merger on Form 8-K and American Bonanza will mail an information circular to its shareholders, and each will be filing other documents regarding the proposed transaction with the SEC and Canadian securities regulators as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE INFORMATION CIRCULAR REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final information circular will be mailed to American Bonanza's shareholders. Shareholders will be able to obtain a free copy of the information circular, as well as other filings containing information about Gryphon Gold and American Bonanza, without charge, at the SEDAR website at www.sedar.com or at the SEC's Internet site (http://www.sec.gov).
Gryphon Gold, American Bonanza and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Gryphon Gold directors and executive officers is available in Gryphon Gold's 2007 Annual Report on Form 10-KSB, and information regarding American Bonanza's directors and executive officers is available in American Bonanza's Annual Report on Form 20-F. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the information circular and other relevant materials to be filed on SEDAR and with the SEC when they become available.
Distributed by Filing Services Canada and retransmitted by Marketwire
Contact:

At Gryphon Gold Corporation :
Tony Ker
Chief Executive Officer
604-261-2229
Email Contact

Mike Longinotti
Chief Financial Officer
604-261-2229
Email Contact
 
Posted by J_U_ICE on :
 
CPNE(.34) Provides Stock Buy-back Program Update

GOLETA, Calif., Feb 12, 2008 (BUSINESS WIRE) -- Commerce Planet, Inc. (CPNE)
today provided an update on the Company's stock repurchase program. As of today,
the Company has repurchased a total of 4,336,000 shares of its Common Stock since
the beginning of the repurchase program in November 2006, which represents 8.74%
of the number of shares of its Common Stock outstanding before the repurchase
program was instituted. After the Company successfully retires all of the shares
it has repurchased to date, the total number of issued and outstanding Company
Common Stock will be 45,301,252.

"The stock repurchase reflects the Board's confidence in Commerce Planet's market
opportunity and strategy, and what the Board continues to believe to be the
undervaluation of the Company's stock at current levels," said Tony Roth, CEO of
Commerce Planet. "We believe in the value proposition of our products and
services, and we consider our stock to be a strong investment opportunity and a
good use of our cash resources. In addition to augmenting our product and service
offerings, we believe the repurchase of the Company's stock from time to time has
the ability to provide meaningful benefit to our long-term shareholders."

About Commerce Planet, Inc.

Commerce Planet, Inc. is a technology-driven online media, marketing, and fully
integrated e-commerce provider that offers media products, lead generation
services, list database management, e-commerce solutions, web marketing, call
center support and CRM tools to its client partners as well as through its own
direct selling businesses. Commerce Planet offers turn-key business solutions
through Legacy Media, its marketing and media division, and membership sales
companies, customer care and call center facility, and its newly acquired
E-Commerce Dashboard(TM) System by Iventa. In combination these services address
the needs of small - medium size businesses, B2B and B2C marketing programs, and
custom solutions for enterprise clients worldwide. For more about Commerce Planet
(CPNE), visit our website at http://www.commerceplanet.com.

Forward Looking Statements

Except for the historical information contained herein, the matters set forth in
this press release, including statements as to management's intentions, hopes,
beliefs, expectations, representations, projections, plans or predictions of the
future, 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
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. This release contains forward-looking statements, including, without
limitation, statements concerning our business and possible or assumed future
results of operations. Our actual results could differ materially from those
anticipated in the forward-looking statements for many reasons including: our
ability to continue as a going concern, adverse economic changes affecting
markets we serve; competition in our markets and industry segments; our timing
and the profitability of entering new markets; greater than expected costs,
customer acceptance of our products and services or difficulties related to our
integration of the businesses we may acquire; and other risks and uncertainties
as may be detailed from time to time in our public announcements and SEC filings.
Although we believe the expectations reflected in the forward-looking statements
are reasonable, they relate only to events as of the date on which the statements
are made, and our future results, levels of activity, performance or achievements
may not meet these expectations. We do not intend to update any of the
forward-looking statements after the date of this document to conform these
statements to actual results or to changes in our expectations, except as
required by law.

SOURCE: Commerce Planet, Inc.
Investor Relations:
ICR
John Mills / Anne Rakunas, 310-954-1100
 
Posted by J_U_ICE on :
 
UDTT(.001) Launches Campaign to Market Anti MRSA Products
Internet Hub, www.AntiMicrobialProduct.com, Features UDTT's Anti Microbial Line
Universal Detection Technology (www.udetection.com) (OTCBB: UDTT) (FRANKFURT: PO8), a developer of early-warning monitoring technologies to protect people from bioterrorism and other infectious health threats and provider of counter-terrorism consulting and training services, announced today that it has launched a new campaign to draw traffic to its new hub for online sales and marketing of anti microbial products.

UDTT's Silver Anti-Bac product range has been successfully tested on over 50 different organisms in over 2,000 applications. It is an effective killer of Methicillin-resistant Staphylococcus aureus (MRSA). According to a November 2007 paper published in the Journal of the American Medical Association, the MRSA microbe, a strain of a once harmless staph bacterium that has become invulnerable to first-line antibiotics, is responsible for more than 94,000 serious infections and nearly 19,000 deaths each year. In a recent report, researchers at Wayne State University School of Medicine treated Agar Plates with different amounts of the Silver Anti-bacterial spray. The researchers also used Agar Plates that were untreated as controls for the experiment. In the course of the experiment all the plates were exposed to bacteria from human cough and sneeze and also exposure to the ambient air. The plates were all placed in an incubator at 37 degrees Celsius. After 4 days the untreated plates had colony growth while the plates treated with the spray remained sterile for up to 6 weeks even with repeated exposure.

"As we are continuing to see interest from many sources in our product line of antimicrobial products, we are building on our marketing of such products. Since the customer base is quite different than our customer base for biodetection devices, we have decided to begin a specific marketing program using a variety of specific tools to target the Anti-Bacterial market," said Mr. Jacques Tizabi, UDTT's Chief Executive Officer.

UDTT is a supplier of counter-terrorism services and technologies to private and government organizations. The Company owns the license to a patented technology developed at NASA's JPL and utilized in UDTT's BSM-2000 used for autonomous monitoring of the air for presence of airborne bacterial spores such as anthrax. UDTT also supplies detection kits for detection of up to 5 bioterrorism agents. Among the Company's other products are radiation detection systems, educational material & training DVDs, and antimicrobial chemicals.

For more information please visit www.udetection.com or

Email us at info*udetection.com.

About Wayne State University School of Medicine

Founded in 1868, the Wayne State University School of Medicine is the largest single-campus medical school in the nation with more than 1,000 medical students. In addition to undergraduate medical education, the school offers master's degree, Ph.D. and M.D.-Ph.D. programs in 14 areas of basic science to about 400 students annually.

As the only medical school in Detroit, WSU has a stated mission to improve the overall health of the community. As part of this mission, the School has established, with the help of a $6 million NIH grant, the Center for Urban & African-American Health to seek new ways to redress health disparities by identifying preventive strategies and therapeutic approaches to chronic diseases that plague this population, namely obesity, cardiovascular disease and cancer. The most significant contribution the School provides to the community is care to area residents who are under- or uninsured. Along with the Detroit Medical Center, WSU faculty physicians provide an average of $150 million in uncompensated care annually.

For more information, please visit http://www.med.wayne.edu

About Universal Detection Technology

Universal Detection Technology is a developer of monitoring technologies, including bioterrorism detection devices. The Company on its own and with development partners is positioned to capitalize on opportunities related to Homeland Security. For example, the Company, in cooperation with NASA, has developed a bio-terror 'smoke' detector that detects certain biohazard substances. For more information, please visit http://www.udetection.com.

Forward-Looking Statements

Except for historical information contained herein, the statements in this news release are forward-looking statements that involve known and unknown risks and uncertainties, which may cause the Company's actual results, performance and achievement in the future to differ materially from forecasted results, performance, and achievement. 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.

Contact:
Jacques Tizabi
Email Contact
310-248-3655
 
Posted by J_U_ICE on :
 
POTP(.1599) DARA BioSciences, Inc. and Point Therapeutics, Inc. Announce Consummation of Merger
Feb 12, 2008 4:21:00 PM
View Additional ProfilesRALEIGH, N.C. and WELLESLEY HILLS, Mass., Feb. 12 /CNW/ -- DARA BioSciences, Inc. ("DARA") and Point Therapeutics, Inc. ("Point") (Nasdaq: POTP) announced the consummation of their merger transaction, effective as of the close of business on February 12, 2008.

The merger was completed after approval by the respective stockholders of DARA and Point. Immediately prior to the consummation of the merger, Point effected a reverse stock split of its common stock pursuant to which each 40 shares of Point common stock issued and outstanding was converted into one share of Point common stock. As a result of the merger, DARA stockholders will receive 1.031406 shares of Point common stock for each share of DARA common stock and preferred stock held immediately prior to the transaction.

In making the announcement, DARA's Chairman Richard A. Franco, Sr., commented, "We are pleased to have completed this transaction and appreciate the confidence of the stockholders of DARA and Point as evidenced by their votes."

Upon consummation of the merger, DARA became a wholly-owned subsidiary of Point, and Point changed its name to DARA BioSciences, Inc. The combined company's common stock will continue to trade on the NASDAQ Capital Market under the symbol "DARA ". Additionally, the Board of Directors and executive officers of DARA will lead the combined company.

<<
About DARA BioSciences, Inc.
>>
DARA BioSciences(TM), Inc. ("DARA") is a Raleigh, North Carolina-based development-stage pharmaceutical company that acquires promising therapeutic molecules and medical technologies directly or through investment in established companies. DARA focuses its therapeutic development efforts on small molecules from late preclinical development through phase 2 clinical trials. DARA is developing a portfolio of therapeutic candidates for neuropathic pain, metabolic diseases including type 2 diabetes, and dermatological disorders. DARA has licensed promising drug development candidates from Kirin Pharmaceuticals of Japan, Bayer Pharmaceuticals Corporation, Massachusetts General Hospital and Nuada LLC.

As of February 13, 2008, DARA will trade on the NASDAQ Capital Market under the ticker symbol "DARA".

For more information please contact the Company at 919-872-5578 or visit our web site at www.darabiosciences.com.


----------------------------------------------
John C. Thomas
Jr.
Chief Financial Officer
+1-919-872-5578
or Lynn H. Morris
Sr. Manager
Investor Relations & Corporate Operations
+1-919-872-5578
both of DARA BioSciences
Inc. Web Site: http://www.darabiosciences.com
 
Posted by J_U_ICE on :
 
ISML(.14) Announces Accelerated Interest in GotchaGPS Technology - Estimates New Revenue Potential at $3 to $4 Million
Feb 12, 2008 5:33:00 PM
Copyright Business Wire 2008
View Additional ProfilesDUNEDIN, Fla.--(BUSINESS WIRE)--

ISM International Inc. (Pink Sheets:ISML) today announced accelerated interest in its GotchaGPS technology. ISM Chief Executive Officer Mario Quenneville says, "Two large trucking fleets have inquired about the GotchaGPS technology. We have the technical capability to offer services specifically tailored to the needs of individual fleets. As a result of these conversations, we are looking to provide GotchaGPS to at least 1,200 vehicles across USA. This could generate approximately $3 to 4 million in new revenues."

Quenneville adds, "In addition, we are currently working with countries allied with the United States to add our GotchaGPS to their surveillance systems. This includes the maritime industry where the possibilities are particularly exciting."

About ISM International:

ISML (http://www.isml.us) is a consolidation of business professionals, engineers, technologists and entrepreneurs who have formed a diversified public company designed to enhance value for shareholders through innovation and technology.

Source: ISM International Inc.


----------------------------------------------
ISM International Inc.
Dunedin
Mario Quenneville
CEO
727-812-7234
info*gotchagps.com
 
Posted by J_U_ICE on :
 
SRGG(.09) Announces Change of Certain Directors and Certain Officers
February 12, 2008 - 6:27 PM
SAN DIEGO , Feb. 12, 2008 (PRIME NEWSWIRE) -- Mr. David Perez resigned as Chief Executive Officer of Surge Global Energy, Inc. (OTCBB:SRGG) ("Surge" or the "Company") as of February 6, 2008 , and as a member of the Company's board of directors (the "Board") as of February 11, 2008 .
The Board elected John C. Stiska as Chief Executive Officer on February 11, 2008 , to replace Mr. Perez.
The Board also formulated its slate of directors for the March 18, 2008 Annual Meeting of the Stockholders. The Company's slate will be composed of: Jeffrey Bernstein, Charles Sage, Barry Nussbaum, E. Jamie Schloss, Mark Fritz, John Stiska, and Dale Fisher.
As part of the orderly transition of the board, existing directors Richard Collato, Thomas Page and Robert Fields resigned and Jeffrey Bernstein, Charles Sage, Barry Nussbaum, E. Jamie Schloss and Mark Fritz were elected to the Board yesterday and accepted their election.
The Board has confirmed its determination to pursue opportunities that will benefit the company and its shareholders and to work with the Company's investment advisors in Calgary , Rundle Energy Partners , one of the premier firms in the Canadian energy sector.
The Surge Global Energy, Inc. logo is available at http://www.*********wire.com/newsroom/prs/?pkgid=2471
CONTACT: Surge Global Energy, Inc.
Bill Greene, Chief Financial Officer
858-704-5010
BGreene*SurgeGlobalEnergy.com
 
Posted by J_U_ICE on :
 
CLGY(.08) Announces Signing of Definitive Merger Agreement
February 12, 2008 - 9:01 PM
QUAKERTOWN, Pa., Feb. 12 /PRNewswire-FirstCall/ -- Cellegy Pharmaceuticals, Inc. (OTC Bulletin Board: CLGY) today announced that it has entered into a definitive merger agreement providing for the acquisition of Cellegy by Adamis Pharmaceuticals Corporation . Adamis is a privately held specialty pharmaceuticals company that is engaged in the research, development and commercialization of products for the prevention of viral infections, including influenza. Adamis currently markets and sells a line of prescription products for a variety of allergy, respiratory disease and pediatric conditions, and also owns a GMP certified independent contract packager of pharmaceutical and nutraceutical products. Adamis' chief executive officer, Dr. Dennis Carlo, is expected to become the chief executive officer of the combined company. Dr. Carlo is a veteran of the pharmaceutical and biotechnology industry, having previously served as CEO of publicly traded Immune Response Corporation , president of Telos Pharmaceuticals, and Vice President of Research and Development and Therapeutic manufacturing of Hybritech Inc. prior to its acquisition by Eli Lilly & Co.
The transaction was unanimously approved by the boards of directors of both companies and is anticipated to close during the second or third quarter of 2008, subject to the filing of a registration statement and proxy statement with the Securities and Exchange Commission , the approval of Adamis' and Cellegy's respective stockholders at stockholder meetings following distribution of a definitive proxy statement, and other customary closing conditions. Holders of approximately 40% of Cellegy's outstanding common stock have entered into voting agreements pursuant to which they agreed to vote their shares in favor of the transaction. The combined company expects to continue to be publicly traded after completion of the merger, although under a different corporate name.
"The merger of Cellegy and Adamis will create a new specialty pharmaceutical company focused on the development and commercialization of therapeutic products for a variety of viral diseases, including influenza," said Mr. Williams, Cellegy's CEO. "We like the fact that in addition to technologies in development that we believe are promising, Adamis has allergy and respiratory products already being sold in the U.S. marketplace, and a contract packaging company that provides a source of current revenue and the potential for future revenue and income growth," said Mr. Williams.
"This merger allows us to fulfill our strategic objective of building a publicly traded company that combines biopharmaceutical research and development with the financial stability of a company producing immediate revenues from the sale of specialty pharmaceutical products and from the packaging of drugs for major pharmaceutical distributors. We believe the concept makes sense both financially and operationally," said Dr. Carlo.
Cellegy estimates that its stockholders will hold between approximately 4% to 6% of the total number of outstanding shares immediately after the merger, and Adamis' stockholders are expected to hold in excess of 94% of the total number of outstanding shares of the combined companies. If the transaction is approved by the stockholders, before the closing of the merger Cellegy will implement a reverse stock split of its common stock so that the outstanding Cellegy shares will be converted into a number of shares equal to the sum of 3,000,000 plus the amount of Cellegy's net working capital at the time of the closing of the merger divided by $0.50 . It is estimated based on assumptions that the reverse split will be between 8.5 to 1 and 9.945 to 1. The actual amounts and percentages will depend on many factors, and actual amounts and percentages could be higher or lower. There are currently approximately 29.8 million outstanding Cellegy shares.
At the effective time of the merger, each outstanding share of Adamis common stock will be converted into the right to receive one (post-reverse stock split) share of Cellegy common stock (excluding in all cases dissenting shares), subject to cash payment in lieu of the issuance of fractional shares. Adamis currently has approximately 50 million outstanding shares of common stock, excluding options, warrants and convertible securities.
In connection with the signing of the merger agreement, Cellegy also provided a loan to Adamis in the amount of $500,000 to provide additional funds to Adamis during the pendency of the merger transaction.
The companies anticipate that in connection with the closing of the transaction, directors selected by Adamis would assume a majority of the positions on the combined company's board of directors. Richard C. Williams, Cellegy's Chairman and Interim Chief Executive Officer, and current Cellegy directors John Q. Adams and Robert B. Rothermel are expected to continue as directors of the combined company.
The merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended.
About Cellegy
Cellegy Pharmaceuticals is a specialty biopharmaceutical company that specializes in women's health. Savvy(R) (C31G vaginal gel), a microbicide gel product for contraception, is currently undergoing Phase 3 clinical studies in the United States for contraception.
About Adamis
Adamis is a specialty pharmaceutical company engaged in the research, development and commercialization of prescription medicines for the treatment of viral infections, including influenza. Adamis also markets several prescription allergy and respiratory products in the United States and is developing additional product candidates in the allergy and respiratory field. Adamis also owns a specialty packaging company that provides packaging for pharmaceutical and nutraceutical products.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. Any statements in this press release regarding the acquisition, Cellegy's business and technology, and Adamis' business and technology that are not historical facts may be considered "forward-looking statements," including statements regarding the acquisition, its expected benefits, and the acquisition's anticipated timing. Cellegy has based these forward-looking statements on management's current preliminary expectations, assumptions, estimates and projections. While Cellegy believes its expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. Such risks and uncertainties relate to, among other factors: the risk that the transaction may not be completed or that the closing of the transaction may be delayed; the risk of a material adverse event affecting Cellegy; and risks relating to our continued operations. You should also review our discussion of risk factors and other disclosures in Cellegy's Annual Report on Form 10-K for the year ended December 31, 2006 and other filings with the Securities and Exchange Commission . Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Cellegy undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.
Where to find additional information about the Transaction
Cellegy intends to file a registration statement and proxy statement in connection with the proposed transaction. Investors and stockholders are urged to read the registration statement and proxy statement when it becomes available because it will contain important information about the transaction. Additional information is also available in a Report on Form 8-K filed by Cellegy relating to the transactions described in this press release. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, CELLEGY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain free copies of the registration statement and proxy statement and other relevant documents (when they become available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission's web site at: http://www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the Securities and Exchange Commission by Cellegy by contacting the persons identified below. Cellegy's directors and executive officers may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transaction. Information regarding the interests of directors and executive officers in the transaction will be included in the proxy statement of the company. Additional information regarding directors and executive officers of Cellegy is also included in the company's annual report on Form 10-K for the year ended December 31, 2006 and, when it becomes available, its annual report on form 10-K for the year ended December 31, 2007 , filed with the Securities and Exchange Commission , which is available as described above.
 
Posted by wallymac on :
 
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AAsi (1.01)
All Asia Licensing, Inc. and Netsweeper Join Forces to Bring Suite of Netsweeper Products to China


LOS ANGELES--(BUSINESS WIRE)--


All Asia Licensing, Inc. (Pink Sheets:AASI) is pleased to announce today that they have entered into a Memorandum of Understanding with Internet content filtering industry leader Netsweeper (www.Netsweeper.com), the content filtering managed services company which holds the industry's most advanced proprietary global filtering and categorization service for corporations, public sector organizations, ISPs and OEM applications. The terms in the MOU will successfully bring Netsweeper's popular suite of Internet tools and technology into China. The MOU was announced jointly today by Perry Roach, President and CEO of Netsweeper, and Anthony Lee, President and CEO of All Asia Licensing. Financial terms of the MOU were not disclosed.


Netsweeper's content filtering success can be attributed to its technology, which is more advanced and sophisticated, unlike other content filtering products that rely on manually entered lists of URLs. China will join the UAE, the United Kingdom, the United States and most major countries that have chosen Netsweeper as their product of choice to deal with content management and security using the Internet. Netsweeper is not just for governments, it has found a rich market in corporations, ISPs and among educators. Recently West Virginia in the USA and Prince Edward Island of Canada chose Netsweeper for K-12 Content Filtering.


About Netsweeper (www.Netsweeper.com)


Netsweeper, founded in 1999, has worldwide offices and distribution and its products are sought after by ISPs, telcos, corporations, governments and schools.


The company is built around the philosophy that Internet users should have the right to fully control their experience. Netsweeper boasts worldwide offices and its products continue to be adopted as the product of choice for ISPs, telcos, corporations, governments and schools.


About All Asia Licensing (www.AllAsiaLicensing.com)


All Asia Licensing was founded to bring Western technologies and products into Asia as well as to bring the best of Asia to the rest of the world. AASI's primary focus is building brand recognition in and out of Asia, with a focus on cash flow positive businesses and opportunities with great potential. Our business model is flexible and AASI can act as a licensee but it also has the capability to act as a financier and incubate companies, packaging the opportunity with the best team possible to manage, Westernize and commercialize the application. This may or may not include listing it on a stock exchange.


"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995:


Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements concerning the impact of the settlement agreement on our future business prospects and our ability to successfully complete the commercialization of Netsweeper products in China. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include the risk that the settlement agreement will not produce the results we intend and all of the risks inherent in commercializing a new product (including technology risks, market risks, financial risks and implementation risks, as well as other risks and uncertainties affecting the Company), included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov. We disclaim any intention or obligation to revise any forward-looking statements, including, without limitation, financial estimates, whether as a result of new information, future events, or otherwise.


URL: http://www.allasialicensing.com


Source: All Asia Licensing, Inc.
 
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WorldWater & Solar Technologies Announces $35.64 Million Private Placement with The Quercus Trust


EWING, N.J.--(BUSINESS WIRE)--


WorldWater & Solar Technologies Corp. (OTC BB: WWAT.OB), developer and marketer of proprietary high-power solar systems, today announced that it has raised $35.64 million from The Quercus Trust ("Quercus") in a private placement of 20,000 shares of WorldWater Series F Convertible Preferred Stock at a price of $1,782.00 per share. Each share of the Series F Convertible Preferred Stock is convertible into 1,000 shares of WorldWater common stock. Quercus also received warrants to purchase 29 million additional shares of common stock at an exercise price of $1.815. Complete terms of the transaction will be described in a Form 8-K to be filed with the Securities and Exchange Commission.


"Thanks to the steadfast commitment of the Quercus Trust, WorldWater now has the funds critical to drive future growth," said Quentin T. Kelly, Chairman and CEO. "A portion of the financing will be utilized to complete the construction of our 50 MW production plant in Texas, which is vital to the many large awards we are now pursuing. The funds will also be used to hire staff, support global expansion, and bolster our R&D. WorldWater is clearly positioned for a strong 2008 and, with the acquisition of ENTECH now complete, ramping up to meet the rapidly-developing demand for solar energy worldwide."


Prior to February 8, 2008, The Quercus Trust and its affiliates owned shares of WorldWater common stock and preferred stock convertible into shares of WorldWater common stock representing approximately 11.5% of the equity ownership in the Company on a fully diluted basis. With this agreement, the Quercus Trust and its affiliates will own approximately 24.1% of the equity ownership in WorldWater on a fully diluted basis.


About WorldWater & Solar Technologies


WorldWater & Solar Technologies Corporation is a full-service, international solar electric engineering and water management company with unique, high-powered and patented solar technology that can not only generate and distribute electricity, but can drive 1000 horsepower motors and pumps from sunshine independently or in conjunction with the electric grid, providing solutions to a broad spectrum of the world's electricity and water supply problems. For more information about WorldWater & Solar Technologies Corp., visit the website at www.worldwater.com.
 
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JCDS NEWS!!!!

Feb 13, 2008 07:45 ET
JC Data Solutions Receives Confirmation From Transfer Agent in Reduction of Outstanding Shares and Has Filed With the Delaware Secretary of State to Reduce Authorized Shares by 38%
Highlighted Links


http://www.jcdata.com
IRVING, TX--(Marketwire - February 13, 2008) - JC Data Solutions, Inc. (PINKSHEETS: JCDS) today announced confirmation of reduction of the Outstanding Shares to 370,000,000 common shares and has filed with the Delaware Secretary of State that the company's lawful and documented Authorized Shares be reduced by 38% to 500,000,000 common shares per the company's board resolution adopted earlier this month.

The company believes the reduction in its Authorized Shares will further enhance shareholder value, and eliminate any market concerns about potential mass dilution of the company's stock. The 38% reduction of the Authorized Shares of the company in no way reduces the shares held by current shareholders.

"We are pleased to have formally initiated the 38% reduction of our Authorized Shares," stated Cary Allen, Chairman and Chief Executive Officer of JC Data Solutions. "We realize that previous share structure was causing some undue concern and speculation among some shareholders and in the public markets. This action should clearly alleviate those concerns."

About JC Data Solutions (www.jcdata.com)

JC Data Solutions is an ACH service provider and a manufacturer of data management systems and services. JCDS solutions are targeted to Healthcare, Attorneys and the Oil and Gas industries.
 
Posted by J_U_ICE on :
 
JUNI(.0015)Indiana State Police Selects Juniper Group Inc.

Wednesday, February 13 2008 8:00 AM, EST Business Wire "US Press Releases "BOCA RATON, Fla.--(BUSINESS WIRE)--
Juniper Group (OTCBB:JUNI) announced today that its wholly-owned subsidiary, New Wave Communications, Inc. , has been awarded a service maintenance contract by the Indiana State Police Department for seven (7) microwave tower sites. The company is now qualified to bid on other Indiana State Police sites for both maintenance and site audits.
Vlado Hreljanovic, CEO of Juniper has stated, "This contract is the result of both an increasing awareness in the marketplace of New Wave's excellent quality work and our management team's successful efforts to reach out to new clients. Our world-wide presence is increasing everyday as a major player in tower maintenance, construction and service. The industry is expecting major expansion projects as new technology goes on line. Juniper has positioned itself with the necessary qualifications and certifications to handle the largest fortune 100 companies, some of which we are already under contract with. We expect to report exciting new growth news and opportunities throughout this year as we continue to build our business."
Safe Harbor Statement. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are based on current expectations, estimates and projections made by management. The Company intends for the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", or variations of such words are intended to identify such forward-looking statements. Such statements are valid only as of today, and we disclaim any obligation to update this information. Actual results may differ significantly from management's expectations. These forward-looking statements involve known and unknown risks and uncertainties that include, among others, risks related to potential future losses, amount of, obtaining and satisfying terms of credit lines, competition, financing and commercial agreements and strategic alliances, seasonality, potential fluctuations in operating results and rate of growth, management of potential growth, system interruption, consumer and industry trends, limited operating history, and government regulation. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Please refer to the Company's Form 10-K and other filings with the SEC for additional information regarding risks and uncertainties, including, but not limited to, the risk factors listed from time to time in such SEC reports. Copies of these filings are available through the SEC's electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov.
Source: Juniper Group
 
Posted by J_U_ICE on :
 
IVOI(.0008) Announces New Patent Application Filing on Methodology for Wirelessly Loading Over-The-Counter Medicine & Prescription Bottle Containers with Voice Instructions Through Wireless Technology

Wednesday, February 13 2008 6:07 AM, EST Business Wire "US Press Releases "MATAWAN, N.J.--(BUSINESS WIRE)--
iVoice, Inc. (OTC Bulletin Board: IVOI), announced today it has filed an additional patent application with the U.S. Patent and Trademark Office. The application is titled: Methodology for Wirelessly Loading Speaking Medicine Containers, with an internal clock.
The invention relates to speaking instruction medicine containers. The new feature includes a compliant warning having an internal clock, medicine container starting table count, required consumption data, and programming. The internal clock is started when a patient activates the audio playback start means for a first time. When a user subsequently activates the audio playback start means at a later time, the microprocessor plays back a regimen message advising the user that a predetermined number of tablets should be remaining in the medicine container at this time, and if that predetermined number of tables remaining is in excess by a predetermined amount, the patient is advised to contact a doctor or pharmacist. The microprocessor calculates current tablet count based upon the first activation, the total starting tablet count, and the tablet consumption rate data.
About iVoice, Inc:
iVoice has determined that the best way to create shareholder value, separate and apart from the operating performance of iVoice, is to spin-off previous wholly owned subsidiaries of iVoice to its shareholders by distributing shares of these subsidiaries in the form of a special dividend. To date, iVoice has successfully completed the spin-off of Trey Resources, Inc. (OTCBB: TYRIA), iVoice Technology, Inc. (OTCBB: IVOT), SpeechSwitch, Inc. (OTCBB: SSWC) and Thomas Pharmaceuticals, Ltd (OTCBB: TPHM). The common stock distributions are part of a broader strategy relating to the transition of iVoice into a company focused on the development and licensing of proprietary technologies. We also continue to search for potential merger candidates with or without compatible technology and products, which management feels may make financing more appealing to potential investors.
Certain information included in this press release, may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission , in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Information set forth in this press release contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "should," "will," and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.
For more information on iVoice, please visit http://www.ivoice.com
Source: iVoice, Inc.
 
Posted by J_U_ICE on :
 
VYEY(.06) Completion and Drilling Update

Wednesday, February 13 2008 9:00 AM, EST Market Wire "US Press Releases " CARSON CITY, NV -- (MARKET WIRE) -- 02/13/08 -- Victory Energy Corporation (OTCBB: VYEY) announced today that surface pipe has been set on the second well the Corporation is currently drilling. This new well is a Canyon Sandstone gas zone well located in the Adams-Baggett Canyon Sandstone gas field in Crockett County, Texas .
On Saturday, February 9th the first well the Corporation drilled to total depth, was completed with a successful stimulation job. A stimulation job of this nature opens the production zone by fracturing the zone allowing gas to flow into the well bore. Currently a work-over rig has moved onto the well location to begin swabbing the production zone for testing. The Corporation should have preliminary testing results by February 22 .
"Due to our own internal level of expertise, coupled with the experience and knowledge of the drilling contractor and completion engineers selected by the Corporation, we are well ahead of our completion and drilling time frames for these two wells," stated Jon Fullenkamp, President of Victory Energy Corporation . "This currently provides for the Corporation to maintain a schedule of drilling up to two wells per month for the next several months."
About Victory Energy Corporation :
Victory Energy Corporation (http://www.victoryenergyoilandgas.com) is a publicly traded, developmental stage petroleum company primarily dedicated to energy-related opportunities. The Company goal is to evaluate profitable options, develop a solid foundation through leadership and sound business acumen, and acquire producing wells as well as other potentially profitable prospects within the Oil & Gas Industry.
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. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission . The Company's filings may be accessed at the SEC's EDGAR system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements.
For information, please contact:

Corporate Communications
1-702-989-9735
 
Posted by J_U_ICE on :
 
AKMN(.12) Signs Distribution Deal With Major Canadian Carrier

Wednesday, February 13 2008 9:00 AM, EST Market Wire "US Press Releases " IRVINE, CA -- (MARKET WIRE) -- 02/13/08 -- AskMeNow Inc. (OTCBB: AKMN) today announces an agreement with a leading Canadian Wireless Carrier to distribute the new AskMeNow mobile web site to their 5+ million customers across Canada . The advertising revenue sharing agreement will make AskMeNow's leading mobile search and content solution easily accessible to the Carrier's mobile web users as a default link on the Carrier's Mobile Browser.
From the link, users can access AskMeNow's proprietary AskWiki natural language search of Wikipedia.org to get answers to all types of fun and educational queries. Additionally, the AskMeNow solution will offer these customers simple access to a variety of useful and entertaining Canada -relevant content, including sports scores, comparison shopping prices, stock quotes, horoscopes, news, movie times, flight & hotel listings, and directory assistance.
The AskMeNow mobile service will be offered at no premium charge to the Carrier's customers, but standard messaging and data rates do apply. Shared revenues will be generated by the placement of targeted mobile advertisements delivered on content impressions to these users. The service is expected to be launched in the next few weeks.
"We are very enthusiastic about the launch of our new platform for delivering content; having another major Canadian Carrier as our partner will enable AskMeNow to reach a large segment of the Canadian population. As our product grows in popularity, we hope many Canadian content providers will join us to deliver a one stop mobile site for the very best of Canadian information," says Darryl Cohen, AskMeNow's CEO. "Additionally, this strategic partnership demonstrates AskMeNow's continued momentum, building on previous partnerships with mobile operators in North America and reinforces AskMeNow's strong position in mobile audience reach, mobile search services and mobile advertising."
About AskMeNow:
AskMeNow Inc. (OTCBB: AKMN) is an Irvine, CA based public corporation specializing in mobile and desktop search and content delivery. AskMeNow's solutions for publishers, advertisers and individuals providing single relevant answers through the most sophisticated semantic search. AskMeNow is the owner of and creator of AskWiki.com, a natural language search engine created to provide individuals with improved search of the Wikipedia.org knowledgebase. AskMeNow's mobile search solution is available using SMS, client applications or the WAP 2.0 site http://m.askmenow.com. For more information on AskMeNow, please visit www.askmenow.com.
Forward-Looking Statements:
This press release contains certain statements which are not historical or current fact and constitute forward-looking statements within the meaning of such term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual financial or operating results of the Company or AskMeNow to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements are based on our best estimates of future results, performance or achievements, based on current conditions and the most recent results of the Company and AskMeNow. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms may, will, potential, opportunity, belies, belier, expects, intends, estimates, anticipates or plans to be which are uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission .
Contact:

AskMeNow Media Relations
Grant Cohen
(P): 949.861.2590 x203
(E): Email Contact
http://www.askmenow.com/press.aspx

AskMeNow Investor Relations
Larry Turel
(P): 561.213.1955
(E): Email Contact
http://www.askmenow.com/investors.aspx
 
Posted by J_U_ICE on :
 
IMGW(.024) Updates Business Strategy and Long-Term Growth Initiatives

Wednesday, February 13 2008 9:00 AM, EST Market Wire "US Press Releases " CHICAGO, IL -- (MARKET WIRE) -- 02/13/08 -- IMAGE Worldwide (PINKSHEETS: IMGW) CEO, Paul Sorkin, today announced several long-term growth initiatives which are aimed at increasing shareholder valuation.
Mr. Sorkin stated that the continuous execution of the Company's business plan will be the priority through 2008 and beyond. Part of the strategy includes growth through new revenue producing divisions, acquisitions, expanded advertising contracts from current clients and landing additional clients from the Company's core businesses. This four pronged approach will facilitate the Company's overall objective of increasing shareholders' valuation.
"We are actively seeking acquisitions of businesses that are synergistic with our business plan and, at this time, we are in negotiations with several companies that we have targeted for acquisitions or joint ventures. Our shareholders are the lifeblood of our Company and we want to explore every avenue that will build our Company and maximize its shareholders' value," stated Paul Sorkin, CEO of IMAGE Worldwide.
"We have made a tremendous amount of progress by following this model, which can be seen by our recently announced boost in year-to-year sales. Therefore, by staying disciplined with this approach we anticipate continued success, especially as it relates to renewing contracts with our current customer base. We are also thankful to say that due to the success witnessed by our current customer base, many doors have been opened to several potentially lucrative opportunities. Therefore, we expect to announce more advertising commitments that will continue to increase our bottom line," Sorkin went on to say.
About IMAGE Worldwide, Inc.
IMAGE Worldwide, Inc. is the parent company of several rapidly growing entertainment subsidiaries. IMAGE has created a community that focuses on networking within the entertainment industry. In addition to its established promotions companies and interactive websites, IMAGE operates a fashion/entertainment magazine, radio station and nightclub/concert venues. IMAGE currently attracts more than 10,000 visitors to its events per month. IMAGE's websites attract approximately 100,000 visitors generating over 6,000,000 hits each month. www.IMAGEworldwide.com, www.IMAGEchicago.com, www.RealityIMAGE.com, www.ShequeChicago.com, www.lacalienteradio.com, www.cluboasisky.com.
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks described in statements filed from time to time with the Securities and Exchange Commission . All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements that may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Media contact:
IMAGE Worldwide, Inc.
info*IMAGEworldwide.com
 
Posted by J_U_ICE on :
 
NUBV(.0009) - A Scientific Approach to Beverage Production

Wednesday, February 13 2008 9:20 AM, EST Business Wire "US Press Releases " SCOTTSDALE, Ariz .--(BUSINESS WIRE)--
NutriPure Beverages, Inc. (Pink Sheets: NUBV - News) announces its unique approach to a crowded beverage sector.
The vitamin water category is dominated by PepsiCo and Coca Cola with their respective acquisitions of SoBe Lifewater and Vitamin Water, among a handful of other large independents marketing the same types of beverages. These companies rule the retail shelf and vending machine space throughout North America .
NutriPure's approach is unique in regard to the science behind its beverage production mechanics. The Company anticipates that its proprietary way of constructing vitamin beverage in the neutriceutical form not only creates a superior product, but that the process that NutriPure employs will be used to reshape the industry in general. NutriPure anticipates causing a paradigm in the way consumers drink their vitamins, by virtue of the way vitamin beverages will be made using NutriPure's process. This is expected to place NutriPure on the top of the production chain. NutriPure intends to license its patented process to the major beverage producers to construct superior beverages. In this way, NutriPure plans to become a dominate industry player by leveraging the dominance of the majors.
Steve Nickolas, CEO and President of NutriPure Beverages, Inc. comments, "Our proprietary process is the magic bullet for the manufacture of superior beverages. It is increasingly apparent with the general population that old-style beverages, and food products for that matter, are not good for you when overly processed, are inorganic or full of preservatives. People are increasingly aware of the harmful nature of sugar laden drinks, no matter what form the sugar is, as it impacts the general health of their children as well contributing to obesity in young and old alike. NutriPure's science is the key to better beverages that deliver the nourishment, without the effects of sugars or potentially harmful coloring agents. We feel that NutriPure's day is coming to make its mark among the major beverage producers. We are preparing to supply the huge beverage conglomerates with our technology. Evidence to the inevitable industry change is illustrated by the launch of Pepsi's Raw in the UK this week. A drink they are touting as made from natural ingredients and contains no artificial preservatives, colors, flavorings or sweeteners". (Please see below article link)
http://www.dailymail.co.uk/pages/live/articles/news/news.html?in_a
rticle_id=513523&in_page_id=1770
(Due to the length of this URL, it may be necessary to copy and paste this hyperlink into your Internet browser's URL address field. You may also need to remove an extra space in the URL if one exists.)
ABOUT NUTRIPURE BEVERAGES, INC
NutriPure Beverages, Inc. (NUBV.PK) produces and distribute a line of nutrient-enhanced bottled water products that contain no calories, no carbohydrates, no colors and most importantly, no flavors other than pure water. The procedure is a patented process that is more efficient and less costly than others producer use. NutriPure's concept adds organic nutrients without adding masking flavors, colors or sweeteners. The process is further enhanced using desirable "cold-fill" techniques, which save energy and reduce harmful, "plastic chemical leaching" into the product. These proprietary techniques have warranted NutriPure to redirect its efforts to the premium bottled water industry. The Company intends to market a full line of nutrient-enhanced water products to compete with currently available products. These include those that provide vitamin support for general health, a diet formulation for weight watchers, an immune booster, as well as an energy and fitness drink.
Safe Harbor: 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, technology efficacy and all other forward-looking statements be subject to the safe harbors created thereby. The Company is a development stage company who continues to be dependent upon outside capital to sustain its existence. 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.
For more information call (949) 376-4846 or visit www.nutripurebeverages.com (a new website reflecting the company's new name will be released shortly).
Source: NutriPure Beverages, Inc.
 
Posted by J_U_ICE on :
 
NTDL(.019) Launches Wireless Video Broadcast Products

Wednesday, February 13 2008 9:00 AM, EST Market Wire "US Press Releases " LOS ANGELES, CA -- (MARKET WIRE) -- 02/13/08 -- Richard Greenberg, President of NuTech Digital (OTCBB: NTDL), announced the introduction of the SDI-2 line of wireless fixed point video products. The SDI-2 provides reliable wireless video multicast over distances up to 50 miles in a single hop. By integrating NuTech's advanced digital video format with medium and high-performance radios, security systems and remote data monitoring outposts can now provide real time, full color, full motion video. The SDI-2 may be retrofitted into existing wireless Supervisory Control and Data Acquisition (SCADA) systems to provide high definition video surveillance of remote sites that is otherwise not currently available.
Mr. Greenberg stated, "The SDI-2 is the first in a series of new products we expect to launch in the next few months, for both the wireless and wired environments. The SDI-2 meets the requirements for modern security surveillance systems as well as advancing the technology for economical wireless distribution of high definition entertainment programming."
About NuTech Digital
Based in Los Angeles, California , NuTech markets its proprietary digital video equipment that provides real time 2-way video, unlimited channel capacity for entertainment television, and many other telecommunications services and products. NuTech operates its own central office/head-end to facilitate its convergent digital technology, enabling video at multiple standards and availability of video at up to two times High Def.
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February 13, 2008 - 11:53 AM EST

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Winning Brands Launches U.S. TV Advertising on FOX
Western New York Is the First U.S. TV Advertising Market for Winning Colours(R) Stain Remover
Winning Brands Corporation (PINKSHEETS: WNBD) (FRANKFURT: WMU) (www.WinningBrands.ca) reports the expansion of its TV advertising to the United States for the first time. The new U.S. TV advertising campaign for Winning Colours® Stain Remover goes to air the week of February 25th, 2008. Western New York is the launch market, with FOX affiliate WUTV in Buffalo as the broadcast partner. The FOX affiliate is considered a regional super station because of the size of its local viewing audience and ranks only behind New York, Los Angeles and Chicago reaching over 3 million households and nearly 6,000,000 viewing adults. The initial Winning Colours® campaign will rotate through a number of popular programs and deliver approximately 2 Million viewer impressions.

The large reach for the Winning Colours® Stain Remover TV advertising is made possible because, in addition to its normal distribution in New York State, the broadcaster's signal is supplied to cable systems in Southern Ontario. This dual market approach is uniquely suitable for Winning Colours® Stain Remover because it facilitates the product's emerging U.S. distribution while building on existing consumer awareness of Winning Colours® Stain Remover amongst the Canadian viewing audience.

Winning Brands Sales Management, Patricia Miles and Lorne Kelly, are ensuring that current and imminent retail partners for Winning Colours® Stain Remover will benefit from what is still considered by many to be the most powerful advertising medium in the world. "TV by far still delivers the most impactful experience in building brand awareness. Television advertising for Winning Colours® Stain Remover integrates the emerging popularity of the product and the stature of Winning Colours® first-class retail partners for mutual gain," says Patricia Miles, National Sales Manager for Winning Brands.

Commencement of Winning Brands' U.S. TV advertising represents the next level of development for a company whose brands are increasingly becoming favourites amongst consumers who discover them. Winning Colours® Stain Remover has been gaining fans steadily because of its gentleness to skin despite its powerful stain removing performance. Winning Brands' goal is for Winning Colours® Stain Remover to become North America's favourite stain removing product.

Winning Brands CEO Eric Lehner congratulates the FOX affiliate for putting forward an effective proposal to become the new marketing partner for the roll-out of the new environmentally gentle stain remover. "The efficiency, value for money and understanding of our goals was all there," says Lehner of the broadcaster and its representative Sue Simpson; "... so Winning Colours® Stain Remover is off to a good start with U.S. advertising." Lorne Kelly, Snr. VP of Winning Brands adds -- "We also look forward to working with News Corporation's Network Marketing group to service national accounts as they come on stream. That would provide a highly integrated marketing collaboration from the airwaves to the store shelf."

Winning Brands Corporation manufactures Winning Colours® Stain Remover for consumer and commercial use as an environmentally preferable alternative to traditional solvents. Production takes place at the Grand Rapids, Michigan facility of Surefil LLC. Winning Brands' full product range includes a variety of environmentally responsible alternative cleaning solutions, such as its non-toxic SMART(TM) Wet Cleaning Solutions alternative to Perchloroethylene used in Dry Cleaning, KIND(TM) Laundry Products and CLEAN1(TM) -- the first choice in outdoor cleaning. The company's mission is to replace hazardous chemicals in widespread use with safer alternatives. The initial focus is on cleaning products.

Certain statements in this news release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Winning Brands Corporation (the Company) to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its expansion plans; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; and (iii) competitive factors and developments beyond the Company's control. Winning Colors®, Winning Colours® is a Registered Trademark of Niagara Mist Marketing Ltd . KIND(TM) and CLEAN1(TM) are trademarks of Niagara Mist Marketing Ltd. SMART(TM) is a trademark of Solvent Free Solutions Inc.

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Information:
Winning Brands Corporation
Office Direct (705) 737-4062
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Source: Marketwire (February 13, 2008 - 11:53 AM EST)

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PRVH(.0395) Reports Q2 FY '08 Financial Results Market Wire "US Press Releases "
LOS ANGELES, CA -- (MARKET WIRE) -- 02/13/08 -- Providential Holdings, Inc. (OTCBB: PRVH), a company providing advisory, merger and acquisition services as well as independently investing in Vietnamese economic opportunities, announced financial results for the second quarter of fiscal year 2008, ended December 31, 2007 .
Providential Holdings reported $645,838 in consulting and advisory fee revenues for the second quarter, up from the $83,500 reported in the same quarter last year. The increase was primarily due to receipt of equity ownership in a client company in return for consulting services provided.
Net income for the second quarter was $227,950 or $0.00 per diluted share, which includes an interest expense of $88,126 , as compared to a net loss of $333,165 or $0.00 per diluted share in the second quarter of 2007, which included an interest expense of $106,228 . As of December 31, 2007 , total assets were $11,791,715 and total liabilities were $3,619,534 , resulting in a total stockholders' equity of $8,172,181 .
For the six months ended December 31, 2007 , Providential reported revenues of $674,338 and a net loss of $109,460 . This compares to revenues of $120,500 and a net loss of $391,352 for the same six month period the previous year. Net comprehensive income for the six months ended December 31, 2007 was $765,916 , which includes an unrealized gain in marketable securities of $875,376 , compared to a loss of $5,960,282 for the same six month period the previous year.
Providential Chairman and CEO Henry Fahman said, "Because of the nature of the mergers and acquisitions (M&A) consulting business, revenues and income are difficult to predict for this segment, since they may not be recognized in the same quarter that the deal takes place. However, our goal for this calendar year is to complete more M&A transactions per quarter to smooth out revenue for each reporting period. Moreover, we believe our asset management business and real estate development operations in Vietnam will generate substantial revenues and profitability for the company as we move forward.
"Providential's position as an ideally suited partner for Vietnamese companies seeking to go public remains strong. In January, we conducted two seminars in Vietnam with the Nasdaq Stock Market and the Vietnam Chamber of Commerce and Industry on going public in the United States . The seminars continue to be well attended and interest in listing stateside is high. Our PhiLand Pointe91 project as well as the larger development of the South Hoi An project is proceeding favorably. We have hired a former Wimberly Allison Tong & Goo project designer as our lead architect for PhiLand Pointe91 and construction is expected to begin shortly."
About Providential Holdings, Inc.
Providential Holdings and its subsidiaries engage in a number of diverse business activities, providing advisory, merger and acquisition services as well as independently investing in Vietnamese economic opportunities. For more information on Providential Holdings , visit http://www.phiglobal.com. As part of its activities in Vietnam, Providential has been hosting seminars in conjunction with the Nasdaq Stock Market, the Vietnam Chamber of Commerce and Industry and a leading U.S. investment banking firm, to help Vietnamese companies go public and raise capital through the U.S. financial markets.
A profile for investors can be accessed at http://www.hawkassociates.com/prvhprofile.aspx.
For investor relations questions regarding Providential, contact Antonella Montagna or Frank Hawkins, Hawk Associates , at 305-451-1888, e-mail: info*hawkassociates.com, or visit http://www.americanmicrocaps.com or http://www.hawkassociates.com. To sign up for free e-mail notification of future releases, visit http://www.hawkassociates.com/email.aspx.
Safe Harbor: This news release contains forward-looking statements that are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of such forward-looking statements. Such forward-looking statements are made based upon management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995.
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Investor Relations Contact:
Hawk Associates, Inc.
Antonella Montagna and Frank Hawkins
Phone: 305-451-1888
Email: Email Contact

17011 Beach Boulevard, Suite 1230
Huntington Beach, CA 92647
Telephone: 714-843-5455
Fax: 714-843-5452
 


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