ERUC(.0015) Expands CareAccess Contract February 15, 4:05 pm ET MIAMI, FL -- (MARKET WIRE) -- 02/15/08 -- ER Urgent Care Centers (PINKSHEETS: ERUC) is proud to announce it has expanded its current contract with CareAcess. Miami Beach , Tampa and St. Petersburg are being added to the current list of contracted facilities. We are very excited to expand our agreements with a company that has such a significant list of prominent employers in South Florida . They are currently one of the fastest growing insurers in Florida . As ERUC grows in popularity the number of insurances we accept increases our ability to expand in various markets. More patients, more revenues. "We are very excited at the expansion of these contracts. ERUC is moving forward in all aspects of the 2008 growth plan. We are on target to reach our goals for the first Quarter," said Mark Solomon, ERUC President. We hope that all our shareholders enjoy the Presidents Day holiday in good health. About ER Urgent Care ERUC Management Company Inc. operates ER Urgent Care Centers in the South Florida area. The "true, bona-fide," "Urgent Care Center" is a one-stop-shop where patients can receive premier health care, after-hours, at a fraction of the cost of emergency room visits. With the "Urgent Care Center" model emergency rooms will no longer lose money on ER patients with minor injuries and illnesses and the HMOs will no longer have to pay exorbitant claims for non-admitted patients. ER Urgent Care Centers create a win-win situation for everyone, filling the financial and service gap between primary care physicians (PCPs) and hospital emergency rooms. For more information visit our Web site at www.erucc.net or sign up for the corporate newsletter at http://www.erucc.net Or visit our locations at:
700 Ives Dairy Rd. 1601 Meadowlark Lane North Miami Beach, FL 33179 Kansas City, KS 66102
213 North Federal Highway Doctors Family Medical Hallandale Beach, FL 33009 5535 Memorial Highway Tampa, FL 33634
15463 SW 137th Ave. Doctors Family Medical Kendal, FL 33177 431 SW Blvd. North St. Petersburg, FL 33703
1041 71st Street Miami Beach, FL
ER Urgent Care Center Tampa ER Urgent Care Center St. Petersburg 5535 Memorial Highway #101 431 SW Blvd. North Suite A Tampa, FL 33634 St. Petersburg, FL 33703
ER Urgent Care Center is a provider for Amerigroup, Avmed, Humana, Aetna, Medicaid/Medipass/Medi-Kids, Total Health Choice, United Health Care, Beech Street, Dimension Health , Assist Card, Cigna, Corvel, Health Insurance Plans and many more. This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products, which we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets. For franchising and corporate information please contact us toll free at 1-877-303-3500 Contact Information: ER Urgent Care Centers 1-877-303-3500
TCLT(.0047) Announces Entering into Negotiations to Acquire Proprietary Security/Business Enhancement Software Company Feb 15, 2008 7:31:00 PM Copyright Business Wire 2008 View Additional ProfilesSEATTLE--(BUSINESS WIRE)--
Techalt, Inc. (Pink Sheets:TCLT) ("Techalt" or the "Company") today reports it has entered into negotiations to acquire a domestic company with a technology that detects and tracks humans and vehicles. The Company is currently in its due diligence review.
This target company provides a software that differentiates between people, vehicles and other objects and delivers information in real time. The software is designed to be platform independent and can be integrated in Windows, Mac OS, Linux, UNIX, and other environments.
Dave Moore, Techalt's President, commented, "The potential acquisition of this company is a perfect example of the early to mid stage alternative technology companies Techalt is looking to acquire." Techalt's business model as a public holding company is to pursue quality opportunities in developing early to mid-stage alternative technology, communications, environmental and health and wellness companies.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("the Exchange Act"), and as such, may involve risks and uncertainties. Forward-looking statements which are based upon certain assumptions and describe future plans, strategies and expectations, are generally identifiable by the use of words as "believe," "expect," "intend," "anticipate," "project," or other similar expressions. These forward-looking statements relate to, among other things, future performance, and perceived opportunities in the market and statements regarding the Company's mission and vision. The Company's actual results, performance and achievements may differ materially from the results, performance, and achievements expressed or implied in such forward-looking statements. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (1) managing acquisitions and expansion of operations; (2) obtaining necessary financing and managing existing debt; (3) completing the investigation, acquisition and integration of new business opportunities; (4) complying with federal, state and local government and international regulations; and (5) other factors over which we have little or no control.
Source: Techalt, Inc.
---------------------------------------------- For Techalt Inc. Seattle Joseph J. Malone 786-375-0556 Information*EquityDigest.com www.EquityDigest.com
NHYF(.01) Nears Completion of Corporate Due Dilligence and Clean-Up February 15, 2008 - 5:20 PM FT. LAUDERDALE, Fla., Feb. 15 /PRNewswire-FirstCall/ -- Natural Harmony Foods, Inc. (Pink Sheets: NHYF), announced today that the Company has nearly completed a three (3) month due diligence and corporate clean-up process initiated to prepare the Company for new financing opportunities and to become a fully-reported public company.
In December 2007, the Company engaged the services of Birch Valley Capital Advisors, LLC, (BVC) located in Palm Beach, Florida and Novi, Michigan to assist the Company with investment strategies and other corporate objectives.
'For the past several months, Birch Valley Capital has performed detailed due diligence on the Company's books and records and overall corporate operations,' stated Mr. Sam Dewar, President of Natural Harmony Foods, Inc. 'They've done a great job going through years of records and various transactions to make sure everything was up-to-date and in order. In addition, they provided our Board of Directors with suggestions for 'fine-tuning' our business plan, financial projections and corporate operations and are now assisting in the implementation of such,' added Mr. Dewar.
After the completion of the due diligence and corporate 'clean-up' process, the Company will begin to prepare the documentation necessary for new Company financings. The Company has reviewed several different financing alternatives and has decided that using a convertible debenture with certain rights and restrictions is the best solution to meet the Company's capital requirements while being sensitive to equity dilution concerns.
Mr. Dewar stated, 'Taking into consideration the Company's current financial position, including stock price and market cap, we have few financing options available to us. Furthermore, an equity raise would be costly for many different reasons. That being the case, we feel a convertible debenture is our best alternative to raise the amount of capital needed to properly execute on our business plan and increase overall Company value.'
'We have great opportunities to increase revenues substantially and be profitably within in the next two to three years, but it requires sufficient capital. During such time, I feel confident that we can achieve positive fundaments to a level that will demand a respectable share price, whereby making the equity conversion of any issued debenture advantageous to the Company. We just need new investors ready to back our game plan and be there with us long-term,' added Mr. Dewar.
About Natural Harmony Foods
Natural Harmony Foods, Inc. is an innovative food company dedicated to producing healthy, flavorful, convenient foods that fit the lifestyles of individuals looking to make better, health conscious diet choices without sacrificing taste. For more information about Natural Harmony Foods, SoLean(R) products, and helpful Internet links, please visit http://www.naturalharmonyfoods.com. NHYF Shareholders are encouraged to register on the 'Investor Relations' page to receive ongoing Natural Harmony Foods news updates, and/or search 'NHYF' on http://www.pinksheets.com for current financial information on the company.
'Forward-looking statements' as defined in the Private Securities Litigation Reform Act of 1995 may be included in this release. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. Natural Harmony Foods disclaims any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. Important risk factors -- including, but not limited to, risks associated with changes in general economic and business conditions, actions of our competitors, the extent to which we are able to develop new products and markets for these, and changes in our business strategies -- could cause actual results to differ from those contained in forward-looking statements.
Press & Investors Contact: Natural Harmony Foods, Inc.
Sam Dewar 954-315-1760
RSUV(.05) Announces New Strategy and Restructuring Changes Cut Annual Burn Rate From Approximately $1.0m to Approximately $240k February 15, 2008 - 4:55 PM Remote Surveillance Technologies, Inc. (PINKSHEETS: RSUV) today announces, despite relentless efforts, it has been unable to obtain the funding required to complete the acquisitions of Security Solutions, Inc. and Network Cabling, Inc. Management has also concluded that, given the Company's current share price, securing the required equity capital for the acquisitions would be detrimentally dilutive to current shareholders. As a result, we have rescinded the two acquisitions and would like to thank both companies for their hard work and patience. In addition, we would like to assure our current shareholders and potential shareholders that we are investigating the trading that has transpired over the last couple of months, bringing our trading volume up and our share price down from the $0.30 range to the $0.03 range. We do not know where this has come from yet, but we will aggressively seek the source and are prepared to take legal action.
In light of the items listed above, RSUV has made the decision to close down its operating company to minimize its monthly expenses until the operations are stabilized. The combined burn rate of the operating company and the public shell was approximately $1.0m annually. The decision to close the operating company has reduced the current burn rate to approximately $240k per year. As part of this decision, Dr. Laurence Harper has turned in his resignation to pursue other business interests. Remote Surveillance Technologies CEO Michael Cummings stated, "I would like to thank Dr. Harper for his efforts and wish him the best of luck on his future endeavors."
Mr. Cummings further stated, "I am very confident that we will turn RSUV around with my future plans for the company. We have moved our headquarters to the following address of 19800 MacArthur Blvd. Suite 300 Irvine, Ca. 92612. Our new phone number is 949-224-3829 and the new fax number is 949-224-3845. To outline some of our future plans, we will have a name change soon which will give us a new symbol. RSUV will also go forward with its plan to acquire companies within the security industry, but we will also look for acquisitions in the technology and communication industries as well. Our strategy will be to find profitable companies with growth potential that have a strong management team in place that wish to enter the public markets. We have already identified a number of candidates. During this transition period I will make every effort to stay in front of our shareholders and to inform them on our progress."
FORWARD-LOOKING STATEMENT: This press release contains forward-looking statements, including expected industry patterns and other financial and business results that involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: the sustainability of recent growth rates in the Security and Surveillance industry; the positioning of RST in the market; ability to integrate acquired companies and technology; ability to retain key employees; ability to successfully combine product offerings and customer acceptance of combined products; general market conditions, fluctuations in currency exchange rates, changes to operating systems and product strategy by vendors of operating systems; and whether RST can successfully gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release.
Remote Surveillance Technologies, Inc. Michael Cummings (949)224-3829 Ext. 3833 michael*rsttech.com
Investor Relations Contact: Gerald Kieft or Ryan Audin Wall Street Resources, Inc. 2646 SW Mapp Road, Suite 303 Palm City, Florida 34990 (772) 219-7525 http://www.wallstreetresources.net
VSHE(.035) Revamps VSTravel Pro VShield Software Corp. Starts Upgrade of Travel Software February 15, 2008 - 4:53 PM VShield Software Corp. (PINKSHEETS: VSHE), today announced that it will be upgrading a full service travel software package called VSTravel Pro. The server-based software program was previously used to channel all leads from an entire Canadian Province's Tourism advertising budget and turn them into confirmed visitors by booking their rooms, cars and other requirements. It was also used to book thousands of reservations for a private Canadian travel booking agency that became the second largest in the Country. VSTravel Pro is to be substantially upgraded to also include the ability to log on to their .MOBI site and use your cell phone for booking any and all services. This totally new interface will be efficient with even the slowest of access rate and smallest of low resolution screens. The new specialty sites, now being constructed and on schedule to be operational by September of 2008, can be found at www.vstravelpro.com and you will be able to log on using your cell at www.vstravelpro.mobi and obtain any info on any of the destinations or services at www.vstravelpro.info. All services will be protected by VShield's Software's VSArmour security software to ensure your complete protection.
"This was one of the premier worldwide booking systems that had both a front end via the internet, a travel agent section and full back end server software for the smaller properties as well. The addition of the mobile booking services will allow a full service environment for all of our customers. This is a full upgrade and once completed will ensure that this system is the one to beat for many years to come," stated Patrick Burke.
About VShield Software Corp.
The company designs, produces, markets and sells leading edge computer security software programs that feature advanced software development and technologies that are superior to other products on the market. All of the Company's security systems are based on previously proven and field tested large commercial security systems. These systems are based on hiding, disguising and encrypting various levels of files maintained on a computer such that an intruder is unable to obtain information from a desired file. This is unlike existing 'firewall' systems now on the market which are focused on keeping intruders from gaining unauthorized entry to a computer. Where applicable, products are patent and copyright protected in both Canada and the United States.
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended; such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in operating results due to a number of economic, competitive and other factors. These factors could cause operations to vary significantly from those in prior periods, and those projected in forward-looking statements. Information with respect to these factors which could materially affect the Company and its operations are included on certain forms the Company files with the Securities and Exchange Commission.
Distributed by Filing Services Canada and retransmitted by Marketwire
Contact: VShield Software Corp. By Web: Email Contact Digital Assistant: (302)-336-9736
USEY(.17) Reports Agreement with Largest Shareholder to Facilitate Chapter 11 Restructuring February 15, 2008 - 4:54 PM U.S. Energy Systems, Inc. (Pink Sheets: USEY) today announced that the Company has reached an agreement with Nakash Energy LLC, the Company’s largest shareholder, that facilitates its restructuring under Chapter 11. The Company, its Board of Directors and Nakash Energy have entered into a Governance Agreement which provides for an immediate standstill of litigation between Nakash Energy and the Company in the Delaware Chancery Court and the U.S. Bankruptcy Court for the Southern District of New York and under which three new Directors nominated by Nakash Energy have joined the Company’s Board of Directors. As reported below, this brings the total number of Directors to six, all of whom have been recently appointed.
The Company has filed a motion requesting Bankruptcy Court approval of the Governance Agreement and related matters in the Chapter 11 cases of the Company and two of its subsidiaries, US Energy Overseas Investments LLC and GBGH, LLC. If the Bankruptcy Court approves the motion, Nakash Energy and the Company will file stipulations voluntarily dismissing the Delaware Chancery Court litigation and the Bankruptcy Court proceedings between the parties. As a result, Nakash Energy’s request for an annual meeting of shareholders will be deferred until after a plan of reorganization is confirmed and substantially consummated in the Chapter 11 cases. In addition, Nakash Energy will also voluntarily withdraw its request with the Office of the United States Trustee for the appointment of an official committee of equity securityholders in the Chapter 11 cases.
Composition of Board of Directors
The Company reported that on February 13 the Board of Directors elected Bruce Levy and Michael T. Novosel as Directors of the Company (together with Bernard J. Zahren, the “Incumbent Directors”), and also elected three directors nominated by Nakash Energy: Emzon Shung, Robert Spiegelman, and Salvatore Nobile (the “Nakash Energy Directors”). The Company also reported that independent directors Jacob Feinstein and Ronny Strauss resigned on February 11. USEY’s Chief Executive Officer, Joseph P. Reynolds, and Vice President and Chief Accounting Officer, Richard J. Augustine, resigned from the Board on February 13 and will continue to serve in their respective executive capacities with the Company.
Under the Governance Agreement, the Board of Directors will be comprised of an equal number of Incumbent Directors and Nakash Energy Directors, initially three each, at all times until the confirmation and substantial consummation of a plan of reorganization in the Chapter 11 cases. The term of each Director will expire at the next annual meeting of stockholders, so that the whole Board will be eligible for election by the stockholders at that time.
The Board of Directors also named Bernard J. Zahren and Robert Spiegelman as Co-Chairmen of the Board.
Mr. Zahren said: “I am pleased to be joined by individuals with such diverse backgrounds and extensive experience in power project development, accounting, law and general business management to help guide the Company through this important period of reorganization.”
Mr. Zahren continued: “While the Company continues to face serious financial challenges, principally due to the heavy debt burden incurred in acquiring its UK assets, we still see opportunities in the energy sector arising from the need to seek active energy solutions to the severe consequences of global climate change, rising fossil fuel prices in general, and concerns over energy independence in both the U.S. and the UK. The Board will continue to explore restructuring alternatives that could enable the Company to pursue the dynamic potential for green and renewable energy, such as our U.S. Energy Biogas landfill gas-based projects.”
The Governance Agreement further provides that the Company will convene an annual meeting of shareholders as soon as practicable following confirmation and substantial consummation of a plan of reorganization in the Chapter 11 cases and following the Company’s filing with the SEC of its Annual Report on Form 10-K for the year ended December 31, 2007.
The Governance Agreement contains various additional provisions, as will be outlined in a Form 8-K filing by the Company with the SEC, whereby all of the Directors and Nakash Energy, in their capacity as shareholders, have agreed to vote their owned shares of the Company’s common stock in support of maintaining the composition of the newly appointed Board of Directors through the confirmation and substantial consummation of a plan of reorganization in the Chapter 11 cases.
In addition, the Company’s special meeting of shareholders, originally scheduled for January 29, 2008, has been further adjourned until Tuesday, February 26 so that the parties to the related Delaware Chancery Court litigation can continue to pursue settlement discussions.
Bruce Levy. Mr. Levy is President of TDX Power, Inc., an owner/operator of multiple regulated electric utilities in Alaska, including the utility system on Alaska’s North Slope at Prudhoe Bay. TDX Power also owns non-regulated generation facilities and supplies power equipment and engineering services to the U.S. military markets. Additionally, Mr. Levy is the principal of Bruce Levy Power Systems LLC, an energy industry consulting firm specializing in project development and finance, acquisitions and divestitures, technology and economic evaluation. He previously held executive officer level positions at O’Brien Energy and New World Power Corp, and currently serves on the board of directors of TDX Power and UK-based Global Geothermal Limited.
Michael T. Novosel. Mr. Novosel was a partner in Kostin, Ruffkess & Company, LLC, Certified Public Accountants, until his retirement in 2007. Mr. Novosel has over 36 years experience in providing auditing and strategic business planning services. He will serve on the Audit Committee of the Board of Directors.
Salvatore Nobile. Mr. Nobile is Managing Director of S. Nobile & Co. LLP, Certified Public Accountants who specialize in audit and taxation of multi-national companies. Mr. Nobile has over 25 years of experience in auditing and accounting. He will serve on the Audit Committee of the Board of Directors.
Emzon Shung. Mr. Shung is an Executive Vice President of the Real Estate and Aviation divisions of Jordache Enterprises, Inc., a privately-held company that designs and manufactures a wide variety of denim, apparel and accessories and also owns and operates several aviation businesses, including Arkia Airlines, the second largest airline in Israel, owns the HALUTZA® olive oil company, and has extensive investments in real estate worldwide.
Robert Spiegelman. Mr. Spiegelman is the General Counsel of Jordache Enterprises, Inc., and is also General Counsel of Nakash Energy. He will serve as a Co-Chairman of the Board together with Mr. Zahren.
Messrs. Zahren, Levy, Nobile, Shung and Spiegelman have voluntarily agreed to suspend indefinitely any compensation due to them for serving as Directors.
U.S. Energy Systems, Inc. is an owner of green power and clean energy and resources. USEY owns and operates energy projects in the United States and United Kingdom that generate electricity, thermal energy and gas production. Certain matters discussed in this press release are forward-looking statements, and certain important factors may affect the Company’s actual results and could cause actual results to differ materially from any forward-looking statements made in this release, or which are otherwise made by or on behalf of the Company. Such factors include, but are not limited to: the Company’s ability to effect a successful restructuring or recapitalization in Chapter 11 bankruptcy proceedings; the Company’s ability to continue as a going concern; the Company’s ability to fund and complete ongoing projects, including the expansion of the Company’s UK assets, in a timely manner; the final results of the updated reserve reports and 3D seismic study of the Company’s gas reserves structures; the Company’s ability to develop a commercially viable revised business plan for the UK assets and the business as a whole; failure to realize the estimated savings or operating results of acquisitions, and other risks associated with acquisitions generally, including risks relating to managing and integrating acquired businesses; changes in market conditions and the impact of market conditions on the Company’s capital expenditures; the impact of competition; changes in local or regional economic conditions, and the amount and rate of growth in expenses; changes in UK or U.S. federal or state laws and their interpretation with respect to regulation, energy policy and other business issues; and the ability to comply with environmental laws and regulations and to obtain necessary permits; and other risks detailed from time to time in USEY’s Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended December 31, 2006 and its Current Reports on Form 8-K dated June 25, 2007, August 31, 2007, October 1, 2007, October 9, 2007, and October 16, 2007, January 9, 2008, January 19, 2008, January 24, 2008, January 29, 2008, January 30, 2008, February 4, 2008, and February 11, 2008. The Company does not undertake to update any of the information set forth in this press release.
Kekst and Company Adam Weiner / Joel Steinhaus 212-521-4800