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Forum > USA > GSCR - MergerNews - GSCR - Strong Buy

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Thema: GSCR - MergerNews - GSCR - Strong Buy

Thema Nr. 15692  
Thema eröffnet von:  Tankvestor Beiträge: 9 Bewertung (1):
am: 25.06.07 23:58 Gelesen gesamt: 167    
Letzter Beitrag von:  joergstgt Gelesen heute: 0      
am: 13.07.07 13:45          
 
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Themenbeitrag Nr.1

 
Von  Tankvestor Erstellt am: 25.06.07 23:58 Beitrag Nr.: 18.334 Weitere Beiträge
Diesen Beitrag:

]Hier nochmal der MernerNews vom 22.06.2007 als Zusammenfassung:

 

SmileySmileySmileySmileySmileySmileySmileySmileySmileySmileySmileySmileySmiley

MergerNews - GSCR - Strong Buy

News Flash: GreenShift Issues Shareholder Letter

6/22/2007


Jun 22, 2007 (M2 PRESSWIRE via COMTEX News Network) --

Market Gainer is quickly emerging as the one stop shop for international small-cap investors looking to stay a step ahead of the markets. Activity on the OTC BB market has brought this company to the attention of our research team. GreenShift owns majority stakes in GS Carbon Corporation (OTC Bulletin Board: GSCR), is responding to the attention of investors. Our goal is to create a community of international investors who consistently and effectively capitalize on the enormous gains the small-cap Canadian and American exchanges offer.

June 22 - GreenShift Corporation (OTC Bulletin Board: GSHF) chairman and chief executive officer, Kevin Kreisler, issued the following letter to GreenShift's shareholders today:

Dear Shareholders:

We have accomplished much since GreenShift initiated operations in April 2005, and we are proud and excited by the progress we have made in our various operations. But we have a number of significant issues that we face today that are in need of correction.

Chief among these issues is that of share value. We believe that the current share price of each of our companies does not accurately reflect the value of what we have built.

Our mission is to create valuable opportunities for many people and companies to use resources more efficiently and to be more profitable. To accomplish this, we target and reduce or eliminate consumption inefficiencies by -- developing and implementing incremental advances in technologies and business practices

-- that leverage established infrastructure and distribution channels to enable increased and sustainable profits

-- by decreasing the consumption of natural resources and the generation of wastes and emissions.

We are focused on implementing this model first in the agriproducts sector, where we have sought out applications of technology that create value-added co-product and waste extraction and refining opportunities.

In the past two years GreenShift and its affiliated companies raised and deployed about $40 million in capital to successfully: (i) acquire and develop technologies that are capable of cost-effective "plug-and-play" integration into existing agriproducts plants; (ii) develop the go-to-market capabilities necessary to bring these technologies to market; (iii) complete early-stage commercialization and finalize the application of the first two of our technologies; (iv) sell and commission early-adopter and commercial implementations of these two technologies; (v) execute a number of agreements that are vital to the foundation of our long term commercialization plans, and, importantly, (vi) initiate positive cash flows. Some of the more significant of our technology-centric achievements include: -- Corn Oil Extraction

Our process engineering and technology transfer company, GS CleanTech Corporation, acquired its patent-pending Corn Oil Extraction technology in early 2006. This technology efficiently extracts crude corn oil from a co-product of ethanol production at rates and efficiencies that outstrip any conventional extraction process. GS CleanTech has executed 6 contracts with ethanol producers that provide for the extraction and purchase of more than 30 million gallons of crude corn oil. Two early adopter extraction systems were sold and commissioned during 2006, and we recently commissioned our first deployment where we retain the right to buy and sell the extracted oil at rate equal to more than 1.2 million gallons per year. This oil is currently worth upwards of $1.50 per gallon and GS CleanTech has just begun to sell oil this month. An additional 4 systems are planned for deployment over the balance of this year and we have many similar potential contracts in our sales pipeline. If all of these new contracts are signed, they will provide us over 60 million additional gallons of corn oil extraction potential.

-- Biodiesel Production Equipment

Our fuel production company, GS AgriFuels Corporation, recently acquired a biodiesel technology provider, NextGen Fuel, Inc., which had developed and completed early stage commercialization of a patent-pending continuous flow biodiesel system. The NextGen systems, which include both direct and transesterification, are skid mounted and sized to produce 5 million or ten 10 million gallons of biodiesel per year. Traditional processes typically require several hours to complete the conversion of qualified vegetable oils and animal fats into biodiesel; we intensify and idealize the conditions under which this conversion occurs and we are consequently able to complete the conversion in minutes instead of hours - at a much smaller scale than traditional processes, and at reduced capital and operating costs as compared to traditional processes. These benefits also allow us to efficiently convert a broader array of feedstocks than any traditional process that we are aware of. Since acquiring NextGen we have improved and refined the technology, completed commercialization and recently successfully shop-tested two systems for U.S. clients.

-- Development of Corn Oil Biodiesel Production Facilities

We recently announced the execution of letters of intent that call for GS CleanTech to design, build and integrate an additional 12 corn oil extraction systems with integral biodiesel systems at 4 separate ethanol production facilities. In addition, GS CleanTech recently executed an agreement for the extraction of about 7 million gallons per year of corn oil at an ethanol facility next to one of GS AgriFuels' planned biodiesel facilities. In all, these planned new extraction systems and biodiesel facilities will first extract and then convert about 37 million gallons of crude corn oil into biodiesel. GS CleanTech and GS AgriFuels will work together on these developments - GS CleanTech will provide and sell engineering, construction and technology transfer services in return for a mixture of process engineering and plant construction sales, technology royalties and selected feedstock sales, and GS AgriFuels will provide its biodiesel systems and invest in the various projects. If these letters of intent are successfully converted into executed contracts and the relevant projects are financed, these prospects would result in a total of more than $90 million in additional process engineering and equipment sales and ongoing royalties for GS CleanTech and about $50 million per year in ongoing biodiesel sales for GS AgriFuels at current biodiesel prices.

That said, our successes are clearly not translating into share value. Our view is that the message is getting lost in the complexities of our capital structure.

We had an entirely different outcome in mind when we formed GreenShift as an investment company and seeded our various companies and technologies. Recall that our original structure included a number of public platform companies that were intended to focus on specific sectors - clean technology development, clean fuels production, clean energy production and environmental services. This structure was established to enable each company to raise capital with its own balance sheet, and its own equity, in order to support its own business model. A big part of the reason for this was that the investment theses were different from one business focus to the next - the structures and valuations used for financing emerging clean tech R&D, for example, are very different from those used to finance mature fuel or power production. At bottom, this structure was initially very successful as it resulted in the financing, acquisition and development of all of our core technologies and operations.

Last year, however, after recognizing the significance of the market opportunities presented by a few of our technologies in the rapidly expanding renewable fuels market, we narrowed our focus to financing and supporting the development and iterative roll-out of our leading technologies and related operations.

Today, we have commercialized essential technologies that have been designed to service needs that few (if any) others currently have the capability to fulfill, and we have positioned these technologies for deployment in an expansively growing renewable fuels market.

The opportunities in front of us in the biomass-derived fuels sector are simply tremendous and we would be remiss if we were to commit capital to anything but implementation in this vertical given our technological advantages.

With this narrowing in focus, the capital structure that we successfully used to seed our technologies has become a costly distraction and an unnecessary drain on resources. Therefore, we have initiated steps to simplify our capital structure and increase the transparency of our operations. This is a process that I believe to be critical to our growth and I am committed to seeing it through to an expedient and cost-effective conclusion.

Our plan involves (1) merging GS CleanTech into GreenShift and, separately, merging GS Energy into GS AgriFuels, (2) liquidating non-core assets, and (3) restructuring and refinancing our debt while we (4) increase sales and earnings in our core business units.

1. Complete Pending Mergers

We believe that the GreenShift - GS CleanTech and GS AgriFuels - GS Energy mergers will help to reduce operational overlap and redundancies, promote a unified vision among our employees, reduce the confusion created by our current structure among customers, vendors, creditors, shareholders and other stakeholders, reduce the focus, capital, and other resources required to administer multiple public entities, and increase our ability to focus on creating value for our shareholders. Updates on these transactions follow:

-- GS AgriFuels - GS Energy Merger

To complete this merger, we need to prepare and file a registration statement and secure regulatory approval. We have completed nearly all of the requirements for the filing of this registration statement and are now only waiting on the final third party legal and tax opinions. We expect to receive these opinions shortly and that we will file the registration statement before the end of this month. GS Energy shareholders will receive 1 share of GS AgriFuels for every 1,000 shares held in GS Energy on the record date for this merger. This merger can take anywhere from 3 to 6 months to complete, depending nearly entirely on how long it takes to secure regulatory approval.

-- GreenShift - GS CleanTech Merger

The completion of this merger will also require the filing and approval of a registration statement. We have started to prepare this registration statement and our goal is to file it as soon as possible.

GS CleanTech shareholders will receive 1 share of GreenShift for every 3 shares of GS CleanTech held on the record date for merger. This exchange ratio was set based on the market price for both stocks at the time we announced the merger. Given the negative market response to our original plan to complete this merger, we considered a number of ways to improve the rate of exchange for minority shareholders of both GS CleanTech and GreenShift, from simply changing the exchange rate, which could have significant negative tax consequences on GS CleanTech's minority shareholders, to financing a cash buyback of GS CleanTech stock, which would not be fair to the GS CleanTech shareholders at current market prices.

We settled on decreasing my ownership of the combined company down to 60% and eliminating all preferred stock upon completion of the merger. GreenShift currently owns about 80% of GS CleanTech and I currently own about 80% of GreenShift in the form of preferred stock. We believe that we can prevent negative tax consequences for the minority shareholders of both companies simply by adjusting the conversion features of my preferred ownership in GreenShift. Importantly, this is intended to have the effect of increasing the aggregate percentage of the combined company owned by the minority shareholders of both companies from 20% to 40%.

2. Liquidate Non-Core Assets

We will liquidate or otherwise divest ourselves of any investment, company or asset that is not critical to our continued operation and growth. We have already sold off a non-core engineering unit and a minority investment, and we are exploring the sale of several of our other minority investments (we will retain our existing stakes in Sterling Planet and TerraPass). In addition, we are ceasing all R&D activity that does not complement our core technologies and business lines.

We have also negotiated for the sale our majority stake in GS Carbon Corporation to Seaway Capital, Inc., a growth equity and leveraged buyout company. Prior to the sale we will transfer all of our investments, intellectual properties and existing operations out of GS Carbon into GS CleanTech. The transfer to GS CleanTech and the subsequent sale to Seaway will occur on or before June 30, 2007. Seaway's plans for the remaining GS Carbon public shell include the acquisition of Seaway's majority stake in a retail big box chain and the financing and acquisition of other targeted retail chains with an aggregate of more than $30 million in sales. Notably, Seaway has already received term sheets for the financing necessary to support its acquisition plans.

3. Restructure and Refinance Debt

We have reduced our consolidated debt by about $5 million over the past several months through a combination of cash payments and equity conversions. We expect to effect further significant reductions over the balance of this year. Most of the future reductions will occur through cash payments, since we expect equity conversions to soon cease for the foreseeable future.

We need to restructure and then refinance our remaining debt. We have held favorable initial discussions with our senior creditors, each of whom has indicated a willingness to materially improve the terms of our existing debt financing in ways that support our consolidation process given the progress of our operations and our payment history. We are accordingly optimistic that we will be able to restructure a significant amount of our debt in the near term. We are working on this now.

We will, however, and even after this restructuring, need to reduce and refinance all of our remaining debt. We plan to do so with a combination of cash flows and lower cost debt and equity that we bring in at the much higher valuations justified by the performance of our core operations.

4. Execute in Core Businesses

At the conclusion of the mergers and other transactions described above, GreenShift will have two majority-owned public subsidiaries, GS AgriFuels and GS EnviroServices.

The operations of each company will be as follows: -- GreenShift Corporation

-- Process Engineering & Plant Construction Services -- Technology Licensing -- Feedstock Extraction & Sales -- Early Stage Technology Acquisition and Development -- GS AgriFuels Corporation (OTC Bulletin Board: GSGF) Majority Owned Public Subsidiary -- Biofuels Production Equipment Manufacturing & Sales -- Biodiesel Production & Sales -- Other Biomass Derived Fuel & Energy Production & Sales -- Oilseed Crushing & Vegetable Oil Sales

-- GS EnviroServices, Inc. (OTC Bulletin Board: GSEN) Majority Owned Public Subsidiary -- Industrial Waste Management Services -- Environmental Engineering Services -- Site Remediation Services

As an example of our revenue generating potential moving forward, the completion of construction and full deployment of a total of just 30 million gallons per year of corn oil extraction with integral biodiesel production capability could generate about $72 million in process engineering and plant construction sales and about $3 million in annual royalties for the merged GreenShift - GS CleanTech. Our target is to ultimately deploy 120 million gallons of corn oil extraction and biodiesel production capability.

GS AgriFuels, as the majority owner of these biodiesel production facilities, would generate about $85 million per year in ongoing biodiesel sales with better than 25% EBITDA margins at current market prices. Given the contracts, letters of intent and other recent developments detailed above, GS AgriFuels could be producing biodiesel at the 30 million gallon per year run-rate in as little as 12 months.

In addition, we believe that GS AgriFuels can generate well in excess of $50 million per year in equipment sales, and that GS AgriFuels' oilseed crush division, Sustainable Systems, can produce more than $70 million in annualized vegetable oil and biodiesel sales after the completion of the expansion of its Montana based crush facility later this year.

Finally, GS EnviroServices, which is currently generating about $16 million per year in sales, can be expected to grow its sales at an annual rate of more than 20% for the next few years given its recently completed and planned acquisitions.

The Path Forward

Our technologies are robust, scalable, energy efficient, modular and, importantly, capable of rapid and cost-effective "plug-and-play" integration into the existing agribusiness infrastructure. These advantages converge to enable the refining of many different alternative feedstocks into clean and renewable energy and several different clean fuels cost-effectively at small scales. We believe that this capability is highly valuable because it enables us to reduce commodity risk by creating opportunities to manage production assets in response to fluctuating market conditions. No single conventional or new technology or group of technologies that we are aware of can currently achieve this.

Our commercialization plan for these technologies involves the iterative integration and synergistic application of several technologies into traditional agriproducts plants in ways that enable us to upgrade production and cost-average down the capital and operating costs traditionally associated with renewable fuel production. Our intention is to commercialize and generate cash flows from our technologies according to the following roll-out schedule: Step 1 corn oil extraction Step 2 integral biodiesel production Step 3 integral biomass gasification for heat and power applications Step 4 integral biomass gasification for liquid fuels applications Step 5 integral bioreformation of carbon dioxide into algal biomass and additional liquid fuels

Importantly, each step is designed to integrate and work with each of the previous steps as well as the host facility to capitalize on all practical operating synergies. The commercialization process for Steps 1 and 2 is complete and we are actively implementing a go-to-market based on these technologies. The technologies needed for Steps 3 and 4 are nearly complete with their early-stage commercialization process and we plan to start our marketing of these capabilities later this year. The technologies needed for Step 5 are still deep in the R&D stage and require additional capital to prove out, but we are very committed to bringing a cost-effective implementation of bioreactor technology to market - this a key strategic initiative for GreenShift moving forward.

On the morning after the U.S. Senate passed a bill that calls for increased ethanol production, our focus on upgrading traditional ethanol facilities with "plug-and-play" modular technology was never more timely. We will continue to remain relentlessly focused on developing and implementing technologies that make existing and new ethanol plants more efficient. We will then do the same for other traditional agriproducts plants, such as oilseed crush plants and animal and livestock processing plants, and upgrade these plants into integrated multi-feedstock, multi-fuel biorefineries.

Our long-term strategy is to focus on the inevitable consequences of the way we use natural resources to make things, and to extract opportunities for positive economics by simultaneously increasing production efficiencies and reducing the upstream and downstream burdens of that production on our ecosystem. With increasing burdens on natural resources globally, both at the beginning and end of product supply chains, we must simply be smarter about how we use resources. GreenShift's long term mission is to make a significant contribution to achieving this.

For the time being, however, we will remain focused on sales and earnings growth through the deployment and commissioning of corn oil extraction systems, the sales of biodiesel equipment, the financing, construction and operation of our co-located corn oil biodiesel production facilities, the expansion and operation of our oilseed crush plant, and the growth of our environmental services group.

While the results have not been obvious and the impact has not yet translated into share value, our operations have made extraordinary strides in a short period of time and they are picking up steam. We will continue these efforts while we rationalize our capital structure as quickly and as cost-effectively as possible. We appreciate your patience through that process.

We intend to announce details shortly relative to the scheduling of a conference call that we would like to hold next week to respond to shareholder questions. We are grateful for your continued interest and support, and we look forward to our next communication.

Best Regards,

Kevin Kreisler Chairman and Chief Executive Officer GreenShift Corporation

About GreenShift Corporation

GreenShift Corporation develops and supports clean technologies and companies that facilitate the efficient use of natural resources. GreenShift's ambition is to catalyze the rapid realization of disruptive environmental gains by creating valuable opportunities for a great many people and companies to use resources more efficiently and to be more profitable. Additional information on GreenShift is available online at www.greenshift.com.

GreenShift owns majority stakes in GS CleanTech Corporation (OTC Bulletin Board: GSCT), GS AgriFuels Corporation (OTC Bulletin Board: GSGF), GS Energy Corporation (OTC Bulletin Board: GSEG), GS Carbon Corporation (OTC Bulletin Board: GSCR) and GS EnviroServices, Inc. (OTC Bulletin Board: GSEN).

During afternoon trading shares are up 187% to $0.002 with over 2 million in volume. The Market Gainer Research Team will continue to gauge the short and long term affects that this announcement will have on the company

For a complimentary subscription to the newest and most exciting online financial newsletter on the market, visit www.marketgainer.com. This article is available for viewing in the featured articles section on our website. No Credit Card information needed.

The Financial Information and Financial Content provided by Marketgainer.com is for informational purposes only and should not be used or construed as an offer to sell, a solicitation of an offer to buy, or endorsement, recommendations, or sponsorship of any company or security by Marketgainer.com. You acknowledge and agree that any request for information is unsolicited and shall neither constitute nor be construed as investment advice by Marketgainer.com to you. It is strongly recommended that you seek outside advice from a qualified securities professional prior to making any securities investment. Marketgainer.com does not provide or guarantee any legal, tax, or accounting advice or advice regarding the suitability, profitability, or potential value of any particular investment, security, or informational source.

All material herein was prepared by based upon information believed to be reliable. The information contained herein is not guaranteed by Market Gainer to be accurate, and should not be considered to be all-inclusive. The companies that are discussed in this opinion have not approved the statements made in this opinion. This opinion contains forward-looking statements that involve risks and uncertainties. This material is for informational purposes only and should not be construed as an offer or solicitation of an offer to buy or sell securities. Market Gainer is not a licensed broker, broker dealer, market maker, investment banker, investment advisor, analyst or underwriter. Please consult a broker before purchasing or selling any securities viewed on or mentioned herein.

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or "should", "expected," "anticipates", "draft", "eventually" or "projected". You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-K or 10-KSB and other filings made by such company with the Securities and Exchange Commission.

 

TankvestorSmiley

 

Themenbeitrag Nr.2

 
Von  joergstgt Erstellt am: 08.07.07 10:43 Beitrag Nr.: 18.880 Weitere Beiträge
Diesen Beitrag:

schöner Abschluss am Freitag...

 

 

http://www.americanbulls.com/StockPa...er=OTC& TYP=S

Stock Quote
Day's Close 0.0070
Previous Close 0.0049
Previous Open 0.0061
Change +0.0021
% Change +42.86%
Volume 99,743,080

Stock Activity
Day's Open 0.0050
Day's High 0.0094
Day's Low 0.0050
20-Day Close M.A. 0.0067
50-Day Close M.A. 0.0060
65-Day Volume M.A. 8,098,745

 

Themenbeitrag Nr.3

 
Von  WEBSTAR1 Erstellt am: 08.07.07 18:36 Beitrag Nr.: 18.896 Weitere Beiträge
Diesen Beitrag:
02.07.2007 14:13

GS Carbon Releases Shareholder Letter

az_adjs(6,'4b57bd9'); document.context='YTowOnt9';

GS Carbon Corporation (Nachrichten) (OTC Bulletin Board: GSCR) chairman and chief executive officer, Tom Scozzafava, issued the following letter to its shareholders today:

Dear Shareholders:

I am pleased to report today that the previously-announced transaction between Seaway Capital and GreenShift Corporation became effective June 30, 2007. As reported, the terms of the agreement called for Seaway Capital's acquisition of GreenShift's controlling stake in the form of common and preferred stock in return for the assumption certain legacy liabilities of GS Carbon.

The first order of business shall be the official name change of GS Carbon Corporation to Seaway Capital Corporation and the eventual ticker symbol change to reflect this name change. Neither of these events will impact the company's shareholders' number of shares held or the overall capital structure of the company.

Seaway Capital Partners, LLC (the predecessor to Seaway Capital Corporation and collectively, Seaway Capital“) was formed in 2002 as a money management and private equity and leveraged buyout company. Seaway Capital's (www.seawaycapital.com) business plan is to invest in majority and minority equity stakes and to enter into mezzanine-type debt agreements with various operating companies. Returns to Seaway Capital are intended to be in the form of the eventual share appreciation and dispossession of those equity stakes and income from loans made to businesses.

To this end, I anticipate Seaway Capital will shortly obtain a controlling equity interest in WiseBuys Stores, Inc., (WiseBuys“) a big box retail chain it founded in 2003 with former Ames Chairman and CEO, Joe Ettore, and former BJ Wholesale executive, Joe LaChausse.

WiseBuys (www.wisebuysstores.com) currently has five (5) locations representing approximately 230,000 square feet, and it has partnered with other retailers such as Payless ShoeSource, Inc. and KB Toys to expand rapidly in rural markets in primarily former Ames locations. WiseBuys and its in-store partners have generated store revenues of over $35 million since November 2003, and, after a brief pause, WiseBuys is now aggressively seeking growth through acquisitions and new store development. I am currently the Treasurer and CFO of WiseBuys Stores, Inc. The Seaway acquisition of WiseBuys will be subject to completion of audits of WiseBuys and is expected to close in July or early August 2007.

In addition, as reported in the news media WiseBuys has been in lengthy discussions with Hackett's (http://www.wisebuysstores.com/news/Adirondack_Daily_06-22-07.pdf) regarding a possible merger or acquisition. If such transaction were to be finalized, the combined company would have ten (10) locations and pro forma annual revenues of over $30 million. Hackett's is one of New York and the nation's oldest retail establishments with its roots dating back to 1830. Hackett's currently has five locations in northern New York.

Additionally, Seaway Capital is seeking equity and debt investments in other retail, restaurants, media, business services, manufacturing, and select technology companies.

About Seaway Capital

Seaway Capital was formed in 2002 and makes equity, equity-related, and debt investments in companies that require expansion capital and in companies pursuing acquisition strategies. Seaway Capital also seeks investments in leveraged buyouts and restructurings. Seaway Capital will consider investment opportunities in a number of different industries, including retail, restaurants, media, business services, and manufacturing. Seaway Capital will also consider select technology investments.

Safe Harbor Statement

This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

 

Themenbeitrag Nr.4

 
Von  joergstgt Erstellt am: 10.07.07 10:07 Beitrag Nr.: 19.093 Weitere Beiträge
Diesen Beitrag:
Effective July 1, 2007, the Company's majority shareholder, Seaway Capital,
Inc., converted 308,234,884 shares of Company common stock into 21,750 shares of
Company Series B preferred stock. Taking this conversion into account, Seaway
now beneficially owns 100,000 shares of the Company's Series B preferred stock.
A full description of the rights and privileges accorded to the Company's Series
B preferred stock is provided in the Company's Form 10KSB for its fiscal year
ended December 31, 2006.

After this conversion is effected, the Company will have approximately
186,099,879 shares of common stock outstanding and 100,000 shares of Series B
preferred stock.

 

Themenbeitrag Nr.5

 
Von  joergstgt Erstellt am: 10.07.07 10:08 Beitrag Nr.: 19.094 Weitere Beiträge
Diesen Beitrag:

smiley sorry aber man kann ja nicht editieren oder hab ich da was übersehen?

Form 8-K for GS CARBON CORP

9-Jul-2007

Other Events


ITEM 8.01 OTHER EVENTS

Effective July 1, 2007, the Company's majority shareholder, Seaway Capital, Inc., converted 308,234,884 shares of Company common stock into 21,750 shares of Company Series B preferred stock. Taking this conversion into account, Seaway now beneficially owns 100,000 shares of the Company's Series B preferred stock. A full description of the rights and privileges accorded to the Company's Series B preferred stock is provided in the Company's Form 10KSB for its fiscal year ended December 31, 2006.

After this conversion is effected, the Company will have approximately 186,099,879 shares of common stock outstanding and 100,000 shares of Series B preferred stock. http://biz.yahoo.com/e/070709/gscr.ob8-k.html

 

 

Themenbeitrag Nr.6

 
Von  joetrader Erstellt am: 11.07.07 09:55 Beitrag Nr.: 19.167 Weitere Beiträge
Diesen Beitrag:

Denke es sind jede menge Zocker in den USA bei GSCR unterwegs.

 

es ist eine Frage der Zeit wann die 1 Cent Hürde genommen werden kann.

 

wenn capital nur den börsenmantel brauch auch egal.sie werden dann GSCR technology verticken.bringt Cash oder

 

die neue firma wird durch die Decke schießen smiley

 

bleibe investiert

 

 

Themenbeitrag Nr.7

 
Von  boersenweibchen Erstellt am: 11.07.07 16:27 Beitrag Nr.: 19.198 Weitere Beiträge
Diesen Beitrag:
Sehr interessanter Wert werde nachher mal die Order vorbereiten weil ich der Meinung bin das man hier nicht viel verkehrt machen kann!

 

Themenbeitrag Nr.8

 
Von  joergstgt Erstellt am: 11.07.07 22:13 Beitrag Nr.: 19.269 Weitere Beiträge
Diesen Beitrag:
ich bleibe in jedem Fall drin. 1 Kauf zu 0,005 2. und 3. Kauf jeweils bei 0,007.

 

Themenbeitrag Nr.9

 
Von  joergstgt Erstellt am: 13.07.07 13:45 Beitrag Nr.: 19.394 Weitere Beiträge
Diesen Beitrag:

NEWS

 


<A href='http://as1.investorshub.com/oasis/oasisc.php?s=43&w=336&h=280&t=_blank' TARGET='_blank'><IMG src='http://as1.investorshub.com/oasis/oasisi.php?s=43&w=336&h=280&t=_blank' WIDTH=336 HEIGHT=280 BORDER=0></A> July 13, 2007 08:00 AM Eastern Daylight Time
GS Carbon Executes Agreement to Acquire Majority Stake of WiseBuys Stores, Inc.
NEW YORK--(BUSINESS WIRE)--GS Carbon (OTC Bulletin Board: GSCR) today announced it has recently executed a number of share purchase agreements to acquire preferred and common stock of WiseBuys Stores, Inc. that equate to an approximate 60% voting stake in the company. The transaction is contingent upon completion of audited financials for WiseBuys.

Specifically, the share purchase agreements call for: (i) the acquisition of approximately 1.4 million of WiseBuys Series A Preferred Stock for approximately $2.08 million; (ii) the acquisition of 330,000 shares of WiseBuys common stock for $165,000, and (iii) the contribution by GS Carbon CEO, Tom Scozzafava, of 660,000 shares of WiseBuys common stock for no proceeds. Once effective, the selling WiseBuys shareholders will receive aggregate notes issued by GS Carbon totaling about $2.25 million. WiseBuys Stores, Inc. currently has approximately 1.833 million common shares issued and outstanding and approximately 2.2 million Series A Preferred shares issued and outstanding.

Tom Scozzafava, GS Carbon CEO and WiseBuys Stores, Inc. CFO, stated, “Once the audited financials are completed and these agreements become effective, this will be the first step towards getting GS Carbon a significant control position in WiseBuys. Additional share purchases by GS Carbon of WiseBuys stock may be forthcoming as well. WiseBuys will then seek to grow organically and through acquisitions. As stated in the press, WiseBuys has been in discussions with Hacketts for a number of months regarding a merger or acquisition. We hope to bring this to closer in the near future.”

GS Carbon was recently acquired by Seaway Capital (www.seawaycapital.com), which was formed in 2002 as a merchant banking company and will control significant stakes in various operating companies. Shortly after the closing of the transaction, Seaway intends to merge or have acquired into GSCR its or its founder’s holdings including that of WiseBuys Stores, Inc., (“WiseBuys&rdquo, a big box retail chain it founded in 2003 with former Ames Chairman and CEO, Joe Ettore, and former BJ Wholesale executive, Joe LaChausse. WiseBuys (www.wisebuysstores.com) currently has five (5) locations representing approximately 230,000 square feet, and it has partnered with other retailers such as Payless ShoeSource, Inc. and KB Toys to expand rapidly in rural markets in primarily former Ames locations. WiseBuys has generated store revenues for itself and its partners of over $35 million since November 2003, and, after a brief pause, is now aggressively seeking growth through acquisitions and new store development.

Seaway Capital is seeking additional debt and equity investments in retail, restaurants, media, business services, manufacturing, and technology companies.

About Seaway Capital, Inc.

Seaway Capital, Inc., which was formed in 2002 as “Seaway Capital Partners, LLC”, makes equity and equity-related investments in companies that require expansion capital and in companies pursuing acquisition strategies. Seaway Capital also seeks investments in leveraged buyouts and restructurings and will consider investment opportunities in a number of different industries, including retail, media, business services, and manufacturing. Seaway Capital will also consider select technology investments.

Safe Harbor Statement

This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.


Contacts
Seaway Capital Corporation
contact@seawaycapital.com
www.seawaycapital.com
or
Investor Relations:
CEOcast, Inc.
Andrew Hellman, 212-732-4300


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