ECOS/TMTI: ShareExchange+ReverseSplit vorraussichtlich am 30.09. - 500 Beiträge pro Seite

[ajuga]

Dear Shareholder,

ECOS Group, Inc. (which is referred to in this Information Statement as "ECOS" or the "Company") is providing this Information Statement, which is being mailed on or about September 10, 2001 to all holders of its common stock, par value $0.012 per share ("Common Stock"), as notification that on August 24, 2001 the holders of a majority of the issued and outstanding Common Stock, by means of a written consent, voted in favor the following actions:

1. Pursuant to a Share Exchange Agreement, dated June 14, 2001, as amended, (a) to acquire all of the issued and outstanding common stock of Third Millennium Telecommunications, Inc. ("TMTI") in exchange for 6,875,000 shares of Common Stock (the "Share Exchange") and additional shares of Common Stock upon the achievement of certain performance thresholds by TMTI, and
(b) to transfer (i) all of the issued and outstanding capital stock of Evans Environmental and Geological Science and Management, Inc. ("EE&G"), the Company`s wholly-owned subsidiary, to members of the Company`s management and certain Company employees ("EE&G Management"), and (ii) all assets and liabilities of the Company to EE&G, in exchange for shares of Common Stock and the cancellation of options and warrants held by EE&G Management (the "Split Off").

2. To effect a 1-for-20 reverse stock split on the Company`s issued and outstanding Common Stock (the "Reverse Stock Split").

3. To amend the Company`s Articles of Incorporation to (i) maintain the authorized shares of the Common Stock at 75,000,000 shares on a post-reverse stock split basis, and
(ii) change the Company`s name from ECOS Group, Inc. to Third Millennium Telecommunications, Inc.


WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US
A PROXY.
As a result of the Split Off and the Share Exchange, the Company will no longer be involved in its current business of providing environmental-related services. The Company`s business plan will be changed to the business plan of TMTI, which is to provide telecommunication products and services. For more information on the business of plan of operations of TMTI, see "Description of TMTI Business" on page 10 of the Information Statement.

On June 14, 2001 the Company entered into a Share Exchange Agreement pursuant to which the Company will acquire from the shareholders of TMTI all of the issued and outstanding shares of TMTI`s common stock, par value $.001 per share (the "TMTI Common Stock"). In exchange for the TMTI Common Stock, the Company will issue to the shareholders of TMTI 6,875,000 post-reverse stock split shares (the "Exchange Shares") of the Company`s common stock, par value $.012 per share (the "Common Stock") and additional shares of Common Stock upon the achievement of certain performance thresholds by TMTI. Closing of this transaction is expected to occur on or about September 30, 2001, or at least 20 calendar days after the mailing of this Information Statement to the shareholders of the Company (the "Shareholders"). After giving effect to (i) the issuance of the Exchange Shares, (ii) the cancellation of shares of Common Stock and options held by EE&G Management as described in "Action One" and (iii) the Reverse Stock Split which is described in the section entitled "Action Two" on page 34 of the Information Statement, the Company will have 8,156,999 shares of Common Stock issued and outstanding, of which 6,875,000 shares will be held by the eight current shareholders of TMTI. The shares held by the TMTI shareholders will represent 84.3% of the total issued and outstanding Common Stock, and shareholders of the Company prior to the Share Exchange will hold 1,281,999 shares after the transaction, representing 15.7% of the issued and outstanding Common Stock.
In addition to the Share Exchange, the Share Exchange Agreement also provides for the issuance by the Company of 35,000,000 shares of Common Stock (on a post-Reverse Stock Split basis) to the shareholders of TMTI upon the achievement by TMTI of certain financial performance thresholds. Under these performance earn-out provisions, TMTI, as a wholly owned subsidiary of ECOS, must achieve at least $3,000,000 in revenues and $150,000 in net income plus the then remaining unpaid balance of TMTI`s contingent obligation to MCI Worldcom, each over the same trailing three-month period at any time beginning after the date of Closing and ending three years after the date of Closing. If TMTI does not achieve the financial performance thresholds within the specified three-year period, the shareholders of TMTI will not receive the additional 35,000,000 shares of Common Stock.

In connection with the Share Exchange Agreement, Charles Evans, the Company`s Chairman of the Board and Chief Executive Officer, Timothy Gipe, the Company`s president and director, together with seven other managers and employees of the Company`s wholly-owned subsidiary, Evans Environmental and Geological Science and Management, Inc. ("EE&G," the foregoing individuals are collectively referred to as "EE&G Management"), will acquire all the issued and outstanding shares of the capital stock of EE&G. Additionally, any assets and liabilities of the Company existing up to the date of Closing will be transferred to EE&G. In consideration for such acquisition, EE&G Management shall deliver to the Company for termination (i) 6,259,385 shares of the Common Stock (on a pre-Reverse Stock Split basis) and (ii) options held by EE&G Management to purchase 6,009,385 shares of Common Stock (on a Pre-Reverse Split basis). Additionally, EE&G will assume all of the liabilities of the Company either known or unknown incurred up to the date of Closing. A copy of the Share Exchange Agreement, as amended, is attached as Appendix A.

The Board of Directors of the Company approved Actions One through Three listed above on August 15, 2001. Of the 31,899,360 shares of Common Stock issued and outstanding and entitled to vote by written consent on that date, shareholders owning more than 50% of the issued and outstanding Common Stock, approved the above actions by written consent taken without a meeting pursuant to Section 607.0704 of Florida Business Corporation Act.

On or about September 5, 2001, the Company expects to be sending this Information Statement to all shareholders of record as of August 1, 2001 (the "Record Date"). Also included with the Information Statement are the Company`s Form 10-KSB for the year ended March 31, 2001 and the Company`s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001. The actions described herein are expected to become effective on or about September 30, 2001, or approximately 20 calendar days from the date this Information Statement is mailed to the Company`s shareholders.

The complete text describing these actions and the reasons the Company`s Board of Directors and shareholders holding a majority of the Common Stock have approved their adoption are contained herein and we urge you to carefully review them.

If a shareholder objects to the Split Off, he or she may elect to pursue his or her dissenter`s rights to receive the statutorily determined "fair value" of his or her shares (which could be more or less than the current bid price on the OTC Bulletin Board), but only if the shareholder complies with the procedures specified under Florida law. The applicable statutory provisions relating to the procedures for asserting dissenters` rights under Florida law are attached to the Information Statement as Appendix E. Because the Company is not requesting the shareholders` vote to approve the Share Exchange and the Split Off, it is important that the shareholders consider whether or not to exercise dissenters` rights.
All of the expenses involved in preparing, assembling and mailing this Information Statement will be paid by the Company. Arrangements also may be made with brokerage houses and other custodians, nominees and fiduciaries to forward information materials to the beneficial owners of the shares held of record by such persons, and the Company may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

Sincerely,

Charles C. Evans

[ajuga]

DESCRIPTION OF TMTI BUSINESS


As result of the acquisition of TMTI, the Company`s operations will be shifted to a focus on telecommunications related services. TMTI is a Master Agent for MCI Worldcom Wireless Services ("Worldcom") and Globalstar USA ("Globalstar"), leaders in the sale and marketing of wireless telecommunication products. Since its inception, approximately three years ago, TMTI has experienced continued sales growth because of an ever-increasing network of retailers and other sales partnerships. More than 250 retailers across the country have helped make TMTI the second largest distributor of MCI Worldcom Wireless activations. TMTI has increased sales and distribution through e-commerce retailers, alliance partners, and direct sales to consumers. Sales have grown from $400,000 in 1997 to more than $7 million in calendar year 2000. An aggressive and experienced management team has guided TMTI to its current prime position for expansion.

With its strategic partners, Globalstar USA and MCI Worldcom Wireless, TMTI is striving to build a national distribution network for the sale of wireless telecommunication services and products. Management plans to increase its distributors in all geographical areas serviced by MCI Worldcom Wireless and Globalstar USA, to increase its methods of distribution and sale, and to seek product lines synergistic to wireless telecommunications that can be sold through the Company`s expanded sales network. The success of these plans will determine TMTI`s future growth and future profits for its shareholders.

HISTORY. On February 10, 1996, Michael Galkin incorporated TMTI in New Jersey. After concluding other business and personal obligations, Mr. Galkin began TMTI operations in the later part of 1997. TMTI has received a total of $35,000 in direct investments from shareholders. TMTI management has consistently satisfied its financial obligations and remains debt free. In just a few years, without a major capital infusion, TMTI has seen annual sales grow to more than $7 million in calendar year 2000.

OPERATIONS. TMTI is involved in the business of wholesale activations of cellular phones and logistics and fulfillment for internet retailers. TMTI is a value added wholesaler in the wireless markets focusing its efforts on expanding its distribution network through its dealer program in the Metropolitan New York market to include retail dealers throughout the continental United States. TMTI has also formed marketing relationships with internet retailers. TMTI is a Master Agent with WorldCom and Globalstar in all the markets in which they operate. In addition, TMTI presently provides service to its network of over 300 retail dealers and affiliates in the United States.

MATERIAL CONTRACTS - WORLDCOM AND GLOBALSTAR. TMTI entered into a non-exclusive Representation Agreement (the "WorldCom Agreement") with WorldCom during December 1999. This WorldCom Agreement appoints TMTI to act as WorldCom`s authorized representative to obtain orders for cellular services throughout the continental 48 states of the United States and the District of Columbia from prospects that are not receiving those services from WorldCom or its affiliates. The initial term of the WorldCom Agreement is for a period of three years commencing on the effective date, which is December 20, 1999. Thereafter, the WorldCom Agreement will continue on a month-to-month basis until it is terminated by either party giving at least thirty days written notice to the other party. At any time during the initial term of the WorldCom Agreement, either TMTI or WorldCom may terminate the WorldCom Agreement upon ninety days written notice to the other party.

WorldCom may immediately terminate the WorldCom Agreement and be relieved of any obligation to pay commissions in the event of TMTI`s: (i) insolvency, bankruptcy, receivership, dissolution or assignments for benefit of creditors; (ii) assignment of the WorldCom Agreement to another entity or person; (iii) breach of any provision of the WorldCom Agreement that TMTI fails to cure within five business days after written notice; (iv) misrepresentation by TMTI more than three times in six months; (v) contact of a prospect or customer of WorldCom; (vi) soliciting or enticing an employee of WorldCom; or
(vii) submitting orders secured or solicited by an unauthorized agent of TMTI.


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TMTI is required to obtain a completed and signed customer contract and a valid identification with matching signature for each activation. If a customer commits subscription fraud, TMTI could be held responsible for all fraudulent charges unless TMTI can produce appropriate documentation.
WorldCom will pay TMTI commissions in accordance with the terms of the WorldCom Agreement for eligible sales from orders submitted by TMTI in accordance with the terms and conditions of the WorldCom Agreement and accepted by WorldCom. TMTI may not assign the WorldCom Agreement without WorldCom`s prior written approval. In the event of a change in the control of TMTI, the WorldCom Agreement will terminate without further liability on behalf of WorldCom. Consummation of the Transaction will not effect a change in control of TMTI because the current shareholders of TMTI will, after consummation of the Transaction, have effective control of the Company. Thus, there would be no basis for termination of the Worldcom Agreement.

TMTI entered into a non-exclusive Authorized Sales Agent Agreement (the "Globalstar Agreement") with Globalstar during November 2000. This Globalstar Agreement appoints TMTI to act as a nonexclusive authorized sales agent to solicit subscribers of voice transmission of data and value added services using the Globalstar System. TMTI`s service territory includes the continental United States, but excludes certain reserved accounts. The initial term of the Globalstar Agreement is three years commencing on the effective date, which is November 7, 2000. The Globalstar Agreement shall automatically terminate upon expiration of the initial term unless extended by written agreement. At any time during the initial term of the Globalstar Agreement, either TMTI or Globalstar may terminate the Globalstar Agreement upon ninety days written notice to the other party.

TMTI is required under the Globalstar Agreement to perform in a certain manner or Globalstar may terminate the Globalstar Agreement effective upon ten days written notice if any one of the following occurs: (i) failure to maintain required government licenses and permits; (ii) failure to comply with federal, state or local laws or regulations; (iii) failure to pay sums when due; (iv) failure to meet sales quotas for any two consecutive quarters; (v) excessive customer complaints; (vi) insolvency, bankruptcy, receivership, dissolution or assignments for benefit of creditors; (vii) assignment of the Globalstar Agreement contrary to the provision of the Globalstar Agreement; (viii) unlawful, fraudulent or deceptive acts or practices or criminal misconduct by TMTI or its employees; (ix) TMTI or any shareholder, director or senior officer is convicted of or pleads no contest to any felony involving moral turpitude; or
(x) a court or any federal or state governmental agency discontinues or modifies the licenses relied upon by Globalstar in offering service in all or part of the territory.

CONTRACTUAL DISPUTES. During 2001, TMTI became aware of a contractual dispute asserted by WorldCom. WorldCom has asserted that customers, allegedly originated during February 2001 by one of TMTI`s dealers, have failed to pay for services rendered and that these customers may have fraudulently opened their accounts. TMTI believes that none of these accounts were opened through them. Instead such accounts were opened directly with WorldCom.

Under the WorldCom Agreement TMTI is required to obtain a completed and signed customer contract and a valid identification with matching signature for each activation. If a customer commits subscription fraud, TMTI could be held responsible for all fraudulent charges unless TMTI can produce appropriate documentation.

Presently, TMTI and WorldCom continue to discuss the resolution of this contractual dispute. Management of TMTI believes that, while it is not possible to predict with certainty the ultimate outcome or resolution of this dispute, the cost of resolving this matter may range up to $700,000. No amount related to this contingent liability has been recognized in TMTI`s financial statements.


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The Share Exchange Agreement provides that, in addition to achieving specified revenue and income performance thresholds, TMTI`s contingent obligation to Worldcom must be satisfied prior to the issuance to the TMTI shareholders of an additional 35,000,000 shares of Common Stock.
CURRENT ACTIVITIES. Management at TMTI is currently moving forward with the enhancement of new vendor relations and marketing affiliations. While TMTI`s principal strategic partners are MCI Worldcom and Globalstar USA, additional relationships have been established with other wireless providers such as Voice Stream and Verizon. In the past six months, TMTI has been expanding its distribution through retail dealers from the New York City market to include retail dealers throughout the continental United States. Newly formed marketing relationships with internet retailers have generated an increased demand for wireless telephone activations. The Company has negotiated a $300,000 line of credit with one of its vendors. These developments, along with the expansion of direct sales and sales through alliance partners should impact growth in sales in the fiscal year 2001. Furthermore, management is exploring new alliances, which could provide the company with additional product, market, and capital.

FUTURE PLANS. TMTI`s management has established an aggressive growth plan for TMTI. Current actions and future plans are designed to make TMTI a major competitor in the sale of wireless telecommunication services in the United States. These plans include:

o Establish wholesale markets in all United States geographic markets where MCI Worldcom Wireless and Globalstar USA telecommunications are permitted to be sold.

o Establish wholesale markets for other Wireless Carriers represented by TMTI in all United States geographic markets where MCI Worldcom Wireless or Globalstar is not sold.

o Increase direct marketing of wireless services through advertisements and telemarketing.

o Increase sales of wireless activations through e-commerce and an expanded presence on the Internet.

o Develop additional sales through new alliance partners.

o Acquire companies whose products or services are synergistic with those of TMTI.

[ajuga]

http://www.tmt2000.com/

[ajuga]

Was meinen hier die Zockeraktien-Experten? Die Sache sieht meiner Meinung nach sehr interessant aus.


ajuga

[ajuga]

Nach dem Split stehen 8,157 Mio Aktien aus. Zieht man einen Kurs von 0,03 $ vor dem Split zur Berechnung heran, stünde die Aktie momentan bei 0,60 $ auf Nach-Split-Basis.
Macht eine Marktkapitalisierung von 4,9 Mio $. Der Umsatz von TMTI im letzten Jahr betrug mehr als 7 Mio $.



After giving effect to (i) the issuance of the Exchange Shares, (ii) the cancellation of shares of Common Stock and options held by EE&G Management as described in "Action One" and (iii) the Reverse Stock Split which is described in the section entitled "Action Two" on page 34 of the Information Statement, the Company will have 8,156,999 shares of Common Stock issued and outstanding, of which 6,875,000 shares will be held by the eight current shareholders of TMTI. The shares held by the TMTI shareholders will represent 84.3% of the total issued and outstanding Common Stock, and shareholders of the Company prior to the Share Exchange will hold 1,281,999 shares after the transaction, representing 15.7% of the issued and outstanding Common Stock.

[Clyde]

@ajuga

die mehrzahl der "reversler" sehen innerhalb kürzester zeit ihren kurs vor dem split wieder. traurig aber wahr

viel glück mit dem ding

Gruß
Clyde

[ajuga]

Third Millennium Telecom (TMT) is a Master Agent for WorldCom Wireless Services and Globalstar Satellite Phone Systems. Our mission is to be the liaison between Carriers and the retail location by providing sales and technology support and to help dealers effectively manage their existing customers and develop new customers.

Using our extensive knowledge and experience of the telecommunications business, we have developed programs that make it easier for companies who don`t have the industry background, to successfully enter into this highly profitable market. Unlike other agents, we provide a full spectrum of services:


Prompt activation processing
Friendly, experienced and dependable staff
Timely information updates (via the Web, e-mail and fax)
Competitive equipment pricing
Same day shipping
Comprehensive training
Customer Service Call-Center is open 7 days a week
Residuals
Prompt order processing (via the Internet)
Competitive commission payouts - paid on a timely basis

[ajuga]

THE MARKET FOR WIRELESS TELECOMMUNICATIONS

The wireless telecommunications market has been growing at an incredible rate. According to the Cellular Telecommunications Industry Association (CTIA), the wireless industry in the United States had revenues of $40 billion in 1999 while employing 156,000 workers. The CTIA also reported that a new wireless service customer signs up in the United States every two seconds. This equates to 46,000 new wireless subscribers every day. Many analysts believe that the United States and the World market for wireless telecommunications services and products will continue to grow in the foreseeable future.


According to a Merrill Lynch analyst, one-third of all United States households presently have a wireless account.

The research and consulting firm, The Yankee Group, estimates that by the year 2003 there will be 1 billion wireless devices in use throughout the world and that there will be more than $50 billion dollars of commercial transactions over wireless devices.

Motorola predicts that by the year 2004 more people will be accessing the Internet by wireless systems than from conventional hard wire devices, such as Personal Computers.

According to the Cellular Telecommunications Industry Association, "Experts estimate that by 2005 there will be over 1.26 billion wireless phone users around the world".

[ajuga]

Third Millennium (TMTI) - CARRIERS:


WorldCom Wireless
WorldCom Wireless is a complete resource for wireless services.



With a wide range of technologically advanced products and services designed to meet the needs of both consumers and businesses and operating in more then 65 countries, the company is a premier provider of facilities-based and fully integrated local, long distance, international, wireless and Internet services.


With cellular service in nearly all major cities across the country, WorldCom Wireless has the unique ability to handle cellular service needs from coast-to-coast.
As the fastest growing personal communications company in the country, WorldCom Wireless has three major competitive advantages: quality, flexibility and choice. For business or personal needs they are the only name consumers need to know to ensure convenient and reliable wireless services.



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AT&T Wireless



AT&T Wireless (NYSE: AWE) is a leading provider of advanced wireless services for consumers and businesses. Operating one of the largest digital wireless networks in North America, AT&T Wireless serves 15.7 million customers, providing an array of cost-effective wireless communications solutions, including voice, data, internet and text services.


Created in 1994 as the result of AT&T Corporation`s purchase of McCaw Cellular Communications, AT&T Wireless began trading as a tracking stock on the New York Stock Exchange in April 2000. In July 2001, AT&T Wireless split from AT&T Corp. to become an independent company.


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Voicestream




One June 1, 2001, Deutsche Telekom AG announced that it completed its acquisitions of VoiceStream Wireless Corporation and Powertel, Inc., forming the first transatlantic wireless communications operator utilizing the GSM digital wireless technology standard.


In February and May 2000, VoiceStream completed merger transactions with two regional GSM service providers, Omnipoint Communications and Aerial Communications. VoiceStream fully integrated the three companies by the end of 2000, converting to a single customer billing platform, implementing standard business practices and successfully launching the VoiceStream brand and "GET MORE" value proposition in all markets including New York, Philadelphia, Miami, Tampa, and Detroit.


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Globalstar, USA



Established in 1991 by a consortium of leading international telecommunications companies, Globalstar launched service in February of 2000, and has quickly become the world`s leading handheld satellite phone. Globalstar is satellite, cellular and access to the Internet. So you can stay in contact and in control-wherever you are. All with one state of the art, 12 oz. digital satellite phone powered by CDMA technology.


Consumer Contract


Quality, simplicity and value:

Crystal clear digital voice quality with no perceptible delay

The fastest handheld satellite data speeds available

Affordable and easy to understand airtime rates

A wide range of installation options and accessories to meet your needs
How it works
Globalstar`s constellation of 48 Low Earth Orbiting (LEO) satellites transmits calls from your Globalstar handheld or fixed phone to an earth-based gateway, where they connect to existing telephone networks in more than 100 countries on 6 continents.

Who else uses Globalstar?
International travelers who need to keep in constant touch
Anyone who works, lives or plays in areas not served well by other technologies

Maritime - Yachts, workboats, blue water cruisers
Emergency Services -Wildland fire fighters, Sheriff`s departments, EMTs, Contingency Planning
Construction - Engineers, Site managers, road crews
Sales - Remote business services
Media - Locations scouting and shooting, News teams
Any business with a need to stay in touch - Oil & Gas exploration, Utilities, Forestry, Educational Research, Government Agencies that do business through the General Services Administration.

Enhanced Services
One phone for both cellular and satellite calls
Crystal Clear Voice Calling
19 character Short Messaging Service (SMS)
Voice Mail
Call Forwarding
Global Roaming
9.6 kbps Data Transmission including Internet access

[ajuga]

10/96: Name changed from Evans Environmental to ECOS Group, Inc.

Gibt es hier nicht noch einen alten Evans/Ecos-Aktionär oder jemanden der die mal im Depot hatte? Evans Environmental wurde in den 90igern auch in Deutschland relativ aktiv gehandelt. Outet euch!