ARSC der Countdown zum Merger und Dividende - 500 Beiträge pro Seite

[oski]

letzte NEWS
Hydra Merger Partner IVOI Starts Countdown With SEC Filing
Jun 7, 2011 1:50:00 PM
2011 GlobeNewswire, Inc.
Close Ad
Email story | Discuss on ZenoBank | View more ads

HOUSTON, June 7, 2011 (GLOBE NEWSWIRE) -- American Security Resources Corporation (Pink sheets:ARSC) today provided a preliminary timeline for the merger of Hydra Fuel Cell Corporation with iVoice, Inc.(Pink Sheets:IVOI).

Frank Neukomm, CEO of ARSC, stated, "With the filing of their information statement with the SEC late last week, IVOI has started the clock for the merger with Hydra. There is a minimum 10 day waiting period at the SEC followed by a 30 day period dictated by IVOI's by-laws. At the end of that period the merger can complete as soon as Hydra completes its financial audits for the years 2009 and 2010. Our auditors are working on those now."

Neukomm continued, "At the time of the merger, ARSC will have majority voting control of IVOI. It will be recapitalized and the name changed to Hydra Fuel Cell Corp., after which we will dividend the Hydra shares to ARSC's shareholders at an expected ratio of one (1) share of new Hydra stock for each 150 current shares of ARSC. We expect that the value of Hydra is such that its initial trading range could be between $0.08 and $0.16 per share."

Hydra Fuel Cell Corporation

Hydra Fuel Cell Corporation has developed a highly efficient, mass producible hydrogen fuel cell, the HydraStax® 5000. Hydra has demonstrated its fuel cell technology in live demonstrations from which it received more than $20,000,000 in purchase orders. Currently Hydra is in the process of delivering its first commercial fuel to Liberty Towers.

Preliminary testing indicates that a HydraStax® fuel cell using natural gas as the source of hydrogen can produce a kilowatt of electricity for less than $0.10.

For more information please see: www.hydrafuelcell.com .

American Security Resources Corporation

ARSC is a holding company developing and acquiring technologies that will advance the development of clean energy. ARSC, through its Hydra subsidiary, is developing high efficiency, mass producible hydrogen fuel cells. Its American Hydrogen subsidiary is commercializing several technologies to produce hydrogen inexpensively.

For more information, please see: www.americansecurityresources.com

stand 0.0001

[oski]

Antwort auf Beitrag Nr.: 41.616.370 von oski am 07.06.11 21:08:16

0.0001 vol.30,000,000

[oski]

aus dm I-hub
I talked to arsc and got some very good news. Not insider info but good news nonetheless.

1. You will receive a proxy soon.

2. There should be no waiting period for conversion after the spinoff.

3. Should be close to what was stated in Pr's. Not finalized because of audits.

4. Most of the work for certification has been completed, but they don't need certification for current stage. Will probably finish that when they get that far. I repeat most of the work is completed.

5. ARSC does have other product in the works.

I didn't ask specifically but arsc should continue as a going concern and have enough money after the spinoff to do what they need.

[oski]

0.0001
vol.100,000,000

[oski]

BID 0.0001-ASK 0.0002
vol. 140,000,000

[oski]

schluss bei 0.0001
vol.228,000,000

[oski]

heute ruhiger handelstag 0.0001-0.0002
vol. 90,000,000

[oski]

CURRENT SHARE STRUCTURE FROM TA AS OF (6/9/11)

(UNCHANGED) A/S: 19,999,999,999
(UNCHANGED) O/S: 19,242,484,920
(UNCHANGED) FLOAT: 17,315,346,631
(UNCHANGED) RESTRICTED: 1,927,138,289

Authorized Share History from Nevada SOS:

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=nZ1…

My Detailed SS History:

SHARE STRUCTURE FROM TA AS OF (4/18/11)

(UNCHANGED) A/S: 19,999,999,999
(DECREASED) O/S: 19,242,484,920
(DECREASED) FLOAT: 17,315,346,631
(DECREASED) RESTRICTED: 1,927,138,289

[oski]

0.0002 vol.118,000,000

[oski]

hier die konditionen zum merger und divi
PREL. SCHEDULE 14C INFORMATION FILED BY IVOI


6. Conditions to Obligation to Close.

(a) Conditions to Obligation of IVOI. The obligation of IVOI to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:


(i) this Agreement and the Merger shall have received the Requisite HYDRA Shareholder Approval and the Requisite IVOI Shareholder Approval;


(ii) HYDRA shall have procured all of the third party consents specified in Section 5 above;


(iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date;


(iv) HYDRA shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;


(v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of HYDRA (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);


(vi) immediately prior to the Effective Time there shall be 100,000,000 shares of HYDRA Common Stock authorized, no shares of HYDRA Common Stock held or owned by anyone other than ASRC, no shares of HYDRA Preferred Stock outstanding, and no options outstanding;


(vii) the parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(d) and Section 4(d) above; and


(viii) all actions to be taken by HYDRA in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to IVOI.



--------------------------------------------------------------------------------



(ix) IVOI shall have entered into an Administrative Services Agreement by and between IVOI and B Green Innovations, Inc. in substantially the form as set forth in Exhibit C and attached herein. The parties hereby acknowledge that the B Green Innovations, Inc. Series A 3% Preferred Stock may not be converted or redeemed except pursuant to the terms as set forth in the Administration Services Agreement and the B Green Innovations, Inc. Certificate of Incorporation.


(x) IVOI shall have issued IVOI Class A Common Stock to pay various outstanding obligations as listed on Schedule 6(a)(x).


(xi) IVOI shall have paid its obligations related to consummating the contemplated transaction herein for any legal bills and/or other expenses.


(xii) IVOI shall invest any remaining cash reserves at the time of the Closing in B Green Innovation, Inc. Series A 3% Preferred Stock.


(xiii) IVOI shall have applied for and HYDRA shall have paid for a directors' and officers' liability insurance policy ("D&O Insurance Tail") by an insurer, with policy limits of $1 million covering the period during which the directors and officers of IVOI were serving in any one or more of the capacities covered by this Agreement and for a term of two (2) years (the “Term”) by reason of the fact that the director and officer is serving in any of the capacities covered by this Agreement. In all policies of D&O Insurance Tail to be maintained pursuant to this subparagraph, the directors and officers shall be named as an insured in such a manner as to provide them with the greatest rights and benefits available under such policy. The premium for the D&O Insurance Tail has been quoted at $24,732 for the Term.




IVOI may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing.


(xiv) HYDRA . At the Closing, HYDRA shall deliver to IVOI:

(A) the original stock certificates representing the HYDRA Shares, accompanied by stock powers separate from such stock certificates duly executed in blank by the HYDRA Shareholder evidencing the transfer of HYDRA Shares to IVOI

(B) any and all consents, approvals, notices, filings or recordations of third parties required with respect to the execution and delivery of this Agreement or the transactions contemplated hereby or by any of the agreements, documents or instruments referred to herein;



--------------------------------------------------------------------------------



(C) evidence, in form and substance reasonably satisfactory to IVOI, that any and all shareholder agreements or similar agreements to which HYDRA and the HYDRA Shareholders, or any of them, are a party or to which they or any of them may be subject have been duly terminated;

(D) a certificate of the president or chief executive officer of HYDRA certifying that the representations and warranties by HYDRA set forth in this Agreement and in any certificate or document delivered pursuant to the provisions of this Agreement are true and accurate, on and as of the Closing Date, and that HYDRA has performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(E) a copy of the Articles of Incorporation and Bylaws of HYDRA, each as amended to date, and the resolutions adopted by the Board of Directors of HYDRA approving, authorizing and directing the execution of this Agreement and the transactions contemplated thereby, each certified by the Secretary of HYDRA as being in full force and effect on and as of the Closing Date;

(F) a certificate of the Secretary of State of Nevada to the effect that HYDRA is a validly existing corporation in good standing under the laws of the State of Nevada and a certificate from the Secretary of State of each other state in which the character of its properties owned or leased or the nature of its activities requires qualification as a foreign corporation doing business in such state to the effect that HYDRA is a foreign corporation in good standing under the laws of such state; and

(G) an opinion of legal counsel to HYDRA to the effect that: (i) HYDRA is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada and is duly qualified as a foreign corporation in each state in which the character of its properties owned or leased or the nature of its activities requires qualification as a foreign corporation doing business in such state, except where the failure to be so qualified would not have a material adverse effect on HYDRA; (ii) this Agreement and each related agreement to which HYDRA is a party has been duly authorized, executed and delivered by HYDRA and each of this Agreement and each such related agreement constitutes the valid and binding obligation of HYDRA enforceable against HYDRA in accordance with its terms, except (x) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (iii) HYDRA, through its Board of Directors and shareholders, has taken all corporate action necessary for the approval of the execution, delivery and performance of this Agreement by HYDRA.

(H) the Audited 2010 HYDRA Financial Statements.




--------------------------------------------------------------------------------



Conditions to Obligation of HYDRA. The obligation of HYDRA to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) this Agreement and the Merger shall have received the Requisite IVOI Shareholder Approval and the Requisite HYDRA Shareholder Approval;


(ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date;


(iii) IVOI shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;


(iv) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Surviving Corporation to own the former assets, and to operate the former businesses of HYDRA (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);


(v) IVOI shall have outstanding no more than 6,265,563,493 shares of its Common Stock, except for the additional shares issued pursuant to Schedule 6(a)(x);


(vi) IVOI shall have authorized 1,000,000 shares of blank check preferred stock to be issued to ASRC and/or its nominees and designees in connection with the Merger, and shall have filed a valid certificate of designation relating to said preferred stock, providing the following rights to the preferred stock:


· Each Preferred Share shall have super-voting rights equal to 10,000 votes for every one vote granted to IVOI Class A Common Stock; and


· Each Preferred Share shall convert, at the holder's option, into 153.5 shares of Class A Common Stock, at any time desired by the holder.



(vii) The parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(d) and Section 4(d) above; and


(viii) all actions to be taken by IVOI in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to HYDRA.


(ix) the Audited 2010 IVOI Financial Statements.

[oski]

wenig umsatz heute ,kann sich aber bald ändern

$0.0001 3,977 OTO 12:43:27
$0.0002 5,000,000 OTO 11:15:48
$0.0002 105,000 OTO 11:12:25
$0.0001 100 OTO 11:08:08
$0.0001 100 OTO 11:07:51
$0.0001 200 OTO 11:07:32
$0.0001 300 OTO 11:07:20
$0.0001 600 OTO 11:07:10
$0.0001 1,200 OTO 11:06:50
$0.0002 2,750,000 OTO 09:52:23
$0.0002 500,000 OTO 09:37:35
$0.0002 999,998 OTO 09:30:50
$0.0002 999,999 OTO 09:30:50
$0.0002 999,999 OTO 09:30:50
$0.0002 21,997 OTO 09:30:50
$0.0002 999,999 OTO 09:30:50
$0.0002 999,999 OTO 09:30:50
$0.0002 999,999 OTO 09:30:50
$0.0002 999,999 OTO 09:30:50
$0.0002 21,997 OTO 09:30:50
$0.0002 999,998 OTO 09:30:48
$0.0002 999,999 OTO 09:30:48
$0.0001 5,078,000 OTO 09:30:45
$0.0001 10,000 OTO 09:30:40
$0.0001 112,000 OTO 09:30:40
$0.0001 400,000 OTO 09:30:40

[oski]

Per IVOI's 14C-revised:

NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
TO BE EFFECTIVE ON OR ABOUT AUGUST 12, 2011



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

---------------

But i really am not sure what this notice of shareholder action date really means. The main thing is to keep calling New Jersey SOS and see if a Cert. of Merger has been filed by HYDRA or IVOI. Which, as far as i know, has not been done yet as of early last week.

[oski]

---------- Forwarded message ----------
From: Frank Neukomm
Date: Monday, July 25, 2011
Subject: Pending
To: "Jonathan (Joe) Black"


Your understanding of the deal outline is correct.
ARSC shareholders will hold the majority of Hydra after the dividend. There will be a private placement of Hydra shares to fund Hydra with $2million + before the spinoff dividend and ARSC shareholders will still be the majority owners of Hydra.
We believe that the merger will take place in early August.
Thanks for hanging in with us,
Frank Neukomm
CEO
________________________________
From: Jonathan (Joe) Black
Sent: Mon 7/25/2011 7:55 PM
To: Frank Neukomm
Subject: Pending

Mr. Neukomm,

Just wanted to write to you and tell you that we as investors appreciate what you are doing with the merger. I know it has been incredibly stressful dealing with all of us but there are people that obviously have a vested interest in ARSC failing as they continue to beat down and bad mouth ARSC stock. There are even those that swear IVOI will still be majority shareholders leaving ARSC investors with approximately 2.5% of the stock. From my understanding IVOI will be recapitalized to allow for a ARSC majority, please respond as to whether my interpretations are correct or not. I would like to hear how things are progressing as well, is ARSC and IVOI still set to merge on or about August 12th?
Thanks,
Jonathan Black

[Funkadelic85]

oski meinste hier passiert in nächster zeit nochmal was?

[oski]

hallo funkadelic85
We believe that the merger will take place in early August.
ich sage 50/50 chance besteht das der merger kommt und wenn er kommt kannste selber ausrechnen was da abgeht,ich bin dabei und warte ab
aber nur für zocker geeignet.

[Funkadelic85]

ich hab noch 100k als depotleiche liegen. wäre ja lustig wenn da nochmal was mit passiert

[oski]

Yesterday we reviewed the final revisions to the merger agreement of Hydra with IVOI. Our counsel had a few questions for their counsel that if answered satisfactorily will allow us to set the closing date for that transaction. After the close (merger) of Hydra with IVOI we will file with the SEC to register the shares that we will be dividending to our shareholders so that they receive free trading shares. That is a process through the SEC that could take as little as 30 to 45 days. At the effective date of our SEC filing we can distribute the dividend shares to our shareholders.
We can’t say absolutely when the dividend will be distributed, but the rough time line is probably 45 to 60 days.
Sorry we missed your last email.
Frank Neukomm
CEO

[oski]

IVOI=Hydra ARSC Announces Merger Completion
Dec 1, 2011 9:50:00 AM
2011 GlobeNewswire, Inc.
Close Ad
Email story | Discuss on ZenoBank | View more ads

HOUSTON, Dec. 1, 2011 (GLOBE NEWSWIRE) -- American Security Resources Corporation (Pink Sheets:ARSC) today announced that the merger of Hydra Fuel Cell Corporation with iVoice, Inc. (OTCBB:IVOI) was completed on Wednesday, November 30th.

Frank Neukomm, CEO of ARSC, stated, "Hydra will trade as IVOI until we complete a number of corporate actions that will lead to a name change and new symbol."

Neukomm continued, "We have a number of state and US regulatory filings before we dividend the Hydra-IVOI shares to our ARSC shareholders. We are still planning a dividend of 1 Hydra share for every 150 ARSC shares."

Hydra Fuel Cell Corporation

Hydra Fuel Cell Corporation has developed a highly efficient, mass producible hydrogen fuel cell, the HydraStax® 5000. Hydra has demonstrated its fuel cell technology in live demonstrations from which it received more than $20,000,000 in purchase orders. Currently Hydra is in the process of delivering its first commercial fuel to Liberty Towers.

Preliminary testing indicates that a HydraStax® fuel cell using natural gas as the source of hydrogen can produce a kilowatt of electricity for less than $0.10.

For more information please see: www.hydrafuelcell.com .

[mamba11]

Antwort auf Beitrag Nr.: 42.426.006 von oski am 01.12.11 15:56:07

nach über einem jahr:

http://www.firmenpresse.de/pressrelease224165.html

[Wildschwein]

LEMONT -- Envisioning cars that can go "coast to coast without using a drop of oil," President Barack Obama on Friday urged Congress to authorize spending $2 billion over the next decade to expand research into electric cars and biofuels to wean automobiles off gasoline.

Obama, expanding on an initiative he addressed in his State of the Union speech last month, said the United States must shift its cars and trucks entirely off oil to avoid perpetual fluctuations in gas prices. Citing policies that already require automakers to increase gas mileage, he said he expects that by the middle of the next decade, Americans will only have to fill up their cars half as often.

"We've set some achievable but ambitious goals," Obama said, speaking at Argonne National Laboratory outside Chicago

"The only way to break this cycle of spiking gas prices - the only way to break that cycle for good - is to shift our cars entirely, our cars and trucks, off oil," the president said.

Friday's speech, with its focus on energy, was designed to draw attention to what the White House says is one of Obama's top agenda items for his second term. That focus, however, has been overshadowed as the administration and Congress work on an immigration overhaul, gun legislation and deficit-reduction measures.

Obama cast his proposal as not only a clean energy plan, but as one meant to create opportunities for economic growth.

"I want the next great job-creating breakthroughs, whether it's in energy or nanotechnology or bio-engineering , I want those breakthroughs to be right here in the United States of America, creating American jobs and maintaining our technological lead," he said.

Obama spoke from inside Argonne's Advanced Photon Source, a ring-shaped facility a mile and a half around. The facility acts as a giant extra-bright X-ray that allows scientists to look inside objects at the atomic level.

The initiative, proposing to spend $200 million a year on research, would be paid for with revenue from federal oil and gas leases on offshore drilling and would not add to the deficit.

The money would fund research on "breakthrough" technologies such as batteries for electric cars and biofuels made from switch grass or other materials. Researchers also would look to improve use of natural gas as a fuel for cars and trucks.



Interessant für die Hydra Fuelcell von American Sec Ressources ;-)

[mamba11]

unglaublich, aber wahr...mal was neues !

http://www.pressadvantage.com/story/2034325-arsc-completes-s…