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Dairene International Announces Share Exchange.


POMPANO BEACH Pompano Beach (pŏm`pənō), city (1990 pop. 72,411), Broward co., SE Fla., on the Atlantic coast and the Intracoastal Waterway; inc. 1908. It is a resort city with ocean beaches, excellent fishing, and a harness-racing track. , Fla. -- Dairene International (the "Company") (Pink Sheets:DRNE) recently effected a share exchange with all of the shareholders of EGTH, Inc., a Florida corporation ("EGTH"), pursuant to which the Company issued an aggregate of 52,500,000 restricted shares of its common stock to such shareholders in exchange for all of their shares of the common stock of EGTH. This resulted in EGTH becoming a wholly-owned subsidiary of the Company, and such former EGTH shareholders owning, immediately post share exchange, approximately 99% of the Company's issued and outstanding common stock. After a 100:1 reverse stock split effective April 18, 2006, and immediately post share exchange, there were 52,541,784 shares of the Company's common stock issued and outstanding (before adjustments for fractional shares resulting from the reverse stock split). Prior to the share exchange, the Company amended its articles of incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation.  to, among other things, increase its authorized shares Authorized shares

Number of shares authorized for issuance by a firm's corporate charter.
 of common stock and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 from 15 million and 5 million, respectively, to 250 million and 10 million, respectively.

The Company will change its name to Edgetech International, Inc. and will continue the operations of EGTH as a wholly-owned Company subsidiary. Such operations involve the domestic and international marketing, sale and distribution of the PocketSurfer, a robust, handheld wireless internet access See how to access the Internet.  device which delivers the internet in approximately 5 to 7 seconds per page and displays full content HTML HTML
 in full HyperText Markup Language

Markup language derived from SGML that is used to prepare hypertext documents. Relatively easy for nonprogrammers to master, HTML is the language used for documents on the World Wide Web.
 web pages, graphics and java script. The PocketSurfer offers a full desktop web experience, together with a larger functional keyboard than competitive products.

Currently planned hardware costs for the PocketSurfer range from $249-$599 per unit, depending upon the features desired by the customer, which may include custom designed features. Monthly service fees (in addition to monthly cellular service fees) are currently planned to range between approximately $30-$40, depending upon the length of contract, or if there is no contract.

The marketing, sale and distribution of the PocketSurfer is being undertaken pursuant to a long-term marketing, sales and distribution agreement between EGTH and the licensor of the PocketSurfer in five exclusive vertical markets: (i) fantasy sports and sports book; (ii) online poker Online poker is the game of poker played over the Internet. It has been partly responsible for a dramatic increase in the number of poker players worldwide. In 2005, revenues from online poker were estimated at US$ 200 million per month. ; (iii) music, movies and television; (iv) adult markets (adult rated content); and (v) financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
 markets. Ongoing exclusivity for such markets is subject to the payment to the licensor of certain fees, including delineated monthly service fees per subscriber, and meeting delineated minimal annual subscriber thresholds.

The licensor of the PocketSurfer is an approximate 9.9% shareholder in the Company. The President of the Company is an officer, director and principal shareholder of another company which currently owns shares of convertible preferred stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
 of the licensor aggregating approximately 11.5% of the currently issued and outstanding shares of the licensor's common stock, assuming conversion of such preferred shares Preferred shares

Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock.
 to common stock.

EGTH is a party to three royalty agreements with three different entities which provide for them to receive, in the aggregate, 6.325% of EGTH's gross receipts the total of the receipts, before they are diminished by any deduction, as for expenses; - distinguished from net profits.
- Bouvier.

See under Gross,

a. os>

See also: Gross Receipt
. Gross receipts is defined as all of the gross receipts and all money and compensation of whatever kind received by EGTH as a monthly service fee from each user and/or reseller of the PocketSurfer and any subsequent generations of such product for so long as EGTH continues to receive gross receipts. One of such agreements is with an entity which has provided business consulting services to EGTH and which has committed to purchase $3,000,000 of the Company's restricted common stock from time to time within approximately 90 days from today's date, based upon a 25% discount to the opening bid price on each closing date; another of such agreements is with a Florida limited liability company, the principal owner of which is a cousin of the Company's President, the husband of the Company's Vice President and Secretary, and the owner of approximately 8.3% of the Company's currently issued and outstanding shares of common stock.

The Company is materially dependent upon receipt of such $3,000,000 in funding to further its plan of operations, and plans to seek up to between approximately $10 to $30 million in additional equity and/or debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
 over approximately the next 12 months for working capital purposes, including the hiring of additional management and sales and marketing personnel and the purchase of inventory. There are no current agreements, arrangements or understandings with any third parties relating to such additional funding, and to the extent that the Company is unable to secure all or substantially all of such additional funding, its plan of operations will be curtailed to an extent not at this time exactly determinable Liable to come to an end upon the happening of a certain contingency. Susceptible of being determined, found out, definitely decided upon, or settled.


determinable adj.
.

The Company presently has four full time employees, including its President, Lev lev-,
pref See levo-.
 Parnas. Mr. Parnas, age 34, has substantial sales and marketing experience, having been a director, principal officer and shareholder of a broker-dealer registered with the National Association of Securities Dealers National Association of Securities Dealers (NASD)

Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market.
, Inc. for approximately seven years.

The Company plans to shortly effect a forward stock split of its common stock and to notify the NASD NASD

See: National Association of Securities Dealers


NASD

See National Association of Securities Dealers (NASD).
 of such planned forward stock split and name change.

Following the share exchange, the Company's executive office facility is located at 950 North Federal Highway, Suite 302, Pompano Beach, Florida Pompano Beach is a city in Broward County, Florida, along the coast of the Atlantic Ocean just to the north of Fort Lauderdale. The Nearby Hillsboro Inlet forms part of the Atlantic Intracoastal Waterway. As of 2006, the U.S.  33062. Its telephone number is 800-655-0945. Its website address is http://www.edgetechint.net.

This release contains "forward looking statements" within the meaning of and which are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Such forward looking statements are subject to risks and uncertainties that could cause actual results to be materially different from historical results or from any results expressed or implied by such forward looking statements. Forward looking statements generally are accompanied by words such as "anticipates," "belief," "believes," "estimates," "expects," "intends," "plans," and similar statements, and should be considered uncertain and forward looking. Any forward looking statements speak only as of the date on which such statement is made, are not guarantees of future performance, and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward looking statements, whether as result of new information, future events or otherwise. Factors that could cause such results to differ materially from the results discussed in such forward looking statements include, without limitation: uncertain continued ability to meet our operational needs in view of serious working capital constraints; need for substantial additional capital to meaningfully proceed with our plan of operations; no assurances of and uncertainty of profitability, no assurances of the Company's ability to effect sufficient product sales so as to maintain exclusivity in certain vertical markets, the result of which could materially adversely effect the Company's results of operations; need for additional management, sales and marketing personnel, which is contingent upon our receipt of additional capital; competition from companies having substantially great financial, marketing and other resources than the Company, including name and brand recognition; the impact of competitive services and pricing; changing consumer tastes and trends; and the legal, auditing and administrative cost administrative cost Managed care A cost incurred by the 'business' end of a health care facility or university–eg, staffing and personnel costs, nursing home and hospital administration, insurance, and overhead expenses. Cf Indirect costs.  of compliance associated with the Sarbanes Oxley Act. Many of such risk factors are beyond the Company's control. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors may cause actual results to differ materially from those contained in any forward looking statements. In light of these risks and uncertainties, there can be no assurance that the results anticipated in these forward looking statements will in fact occur. The Company undertakes no obligation to update any such forward looking statements.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:May 2, 2006
Words:1294
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