Perihelion Global Gives 2nd Update on Corporate Matters
SOURCE:
Perihelion Global
2008-04-02 02:30:00
Perihelion Global Gives 2nd Update on Corporate Matters
WILMINGTON, DE and SANTA ROSA BEACH, FL–( EMWNews – April 2, 2008) – Perihelion Global
(
resources, alternative energies, and advanced communications, today
announced a 2nd update on several corporate matters. Due to the length of
material the company will address several commonly asked questions it has
received from the public released in several parts. Below is the second
such release:
What is the status of the Renovo Holdings, Inc. acquisition?
Last year, Perihelion Global and Renovo Holdings entered into a Letter of
Intent for Perihelion to acquire Renovo Holdings. Part of the contingency
for the acquisition was the mutually agreed elimination of debt Renovo owed
to Yorkville Advisors, LLC (formerly Cornell Capital Partners) in the form
of a convertible debenture. Perihelion management was uncomfortable with
the convertible debenture note Renovo owed to Yorkville Advisors and sought
negotiations to resolve the matter. Yorkville Advisors did not act as
quickly as either Perihelion or Renovo had anticipated in negotiating to
resolve the outstanding debt. Concurrently, Perihelion Global was working
with legal counsel to determine the appropriate structure to facilitate the
acquisition of Renovo Holdings.
Progress towards completing the acquisition slowed dramatically during due
diligence when Yorkville Advisors informed Perihelion that the Renovo
convertible debenture note was in technical default status. Perihelion
management was reluctant to complete the acquisition with the convertible
debenture note still outstanding in such status, which would have allowed
Yorkville Advisors to convert the debt into a large block of free trading
Perihelion shares immediately upon acquisition. Perihelion management felt
after past experiences, it would not be advisable to acquire Renovo while
the convertible debenture debt remained. Additionally, Perihelion
management decided such an arrangement with Yorkville Advisors under the
present circumstances could prove highly toxic to the company’s share
price. To date, as of the last SEC filing (3-38-2008) by Renovo Holdings,
debt is still owed and outstanding to Yorkville Advisors (although reduced)
under the convertible debenture note.
What is the relationship between Cosway Industries, Inc, a fully reporting
SEC “blank check” company and Perihelion Global?
John H. Beebe serves as the President and CEO of both companies, however
there has not been a merger / acquisition agreement announced to date.
Neither Perihelion Global or Cosway Industries can comment on any potential
relationship until such a time a formal public announcement has been made.
Have there been any management changes?
Yes. Recently Ed Villarreal, Chief Operating Officer of the company,
stepped down from his position due to medical reasons. The company respects
Mr. Villarreal’s privacy with regard to his health and deeply appreciates
his hard work and dedication to the company. The position of Chief
Operating Officer is currently vacant, with responsibilities of the
position temporarily shared between John H. Beebe, Michael Varley and Lynn
Bartholomew in addition to their other duties. Management hopes Mr.
Villarreal will be able to rejoin the company in a capacity in the future.
Other recent management changes include the appointment of Lynn Bartholomew
as Sr. Vice President and William Roncali as Vice President of the Biofuel
Division.
Did the company increase its authorized shares and outstanding shares?
Yes, the company increased its authorized shares and outstanding shares of
the company to raise funds under Regulation D (as previously mentioned) and
also to facilitate a Series C Preferred share dividend to all common
shareholders.
Were the authorized shares of the preferred share classes, Series B and
Series C raised?
No. The authorized shares of both classes remain unchanged, as do their
conversion terms and applicable voting rights.
Why did the company issue a Series C preferred share dividend?
The Series C preferred share dividend was issued in an effort to provide
additional equity and value to our common shareholders. Last year despite
the company substantially lowering both the authorized and outstanding
shares of the company’s stock (and subsequently documenting it) the action
appeared to have little or no effect on the valuation of the company, the
price per share or amount of shares reflected as traded. This was
perplexing to the management of the company. We value our long term
shareholders, greatly appreciate their support and thus wanted to provide
them with additional long term equity in the company.
Are short sellers responsible for affecting the price of the company’s
stock?
Management has stated previously in a Press Release that short selling is a
part of routine market activity. We continue to maintain this position.
What about Naked Short Sellers? Are Naked Short Sellers responsible for
affecting the price of the company’s shares?
This is one of the most commonly asked questions the company receives.
Naked Short Sales are a very complex regulatory issue. The company entered
the public market with the intent to build a successful and profitable
company, not with the intent to spend capital, resources and time to
dictate existing regulatory policy. The company does not set or enforce any
regulatory policy. For questions relating to Naked Short Sales, management
would like to refer shareholders to the SEC’s website for guidance at:
http://www.sec.gov/spotlight/keyregshoissues.htm.
Management believes that its time, energy and resources should be focused
on generating revenue and profits from the company’s assets. Additional
questions or comments regarding Naked Short Selling should be directed to
the SEC, your local US Congressman or US Senator.
The company will continue to provide updates on corporate matters, the
company’s biofuel initiatives and Patented Gold Mine segmented over several
releases due to the length of the material in the next few days.
About Perihelion Global:
Perihelion Global focuses on the acquisition, development and management of
technologies, strategic commodity reserves and assets in the energy,
natural resource and communications markets. Perihelion’s management team
specializes in providing solutions for the strategic challenges of 21st
Century. We lead with decades of experience in environments that are
mission critical in today’s global marketplace: Technology, Energy and
Communications.
Website: http://www.perihelion.com
Caution Regarding Forward-Looking Statements
This press release contains historical information as well as
forward-looking statements that are based upon our estimates and
anticipation of future events that are subject to certain risks and
uncertainties that could cause actual results to vary materially from the
expected results described in the forward-looking statements. The words
“anticipate,” “believe,” “estimate,” “expect,” “hopeful,” “intend,” “may,”
“optimistic,” “preliminary,” “project,” “should,” “will,” and similar
expressions are intended to identify these forward-looking statements.
There are numerous important factors that could cause our actual results to
differ materially from those in the forward-looking statements. Thus,
sentences and phrases that we use to convey our view of future events and
trends are expressly designated as Forward-Looking Statements as are
sections of this news release clearly identified as giving our outlook on
future business.
These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the following
important factors that could affect the actual outcome of future events:
-- General economic conditions, either nationally or in our market area, that are worse than expected; -- regulatory and legislative actions or decisions that adversely affect our business plans or operations; -- price competition; -- inflation and changes in the securities markets that adversely affect the fair value of our operations; and -- changes in our organization, compensation and benefit plans.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and wish
to advise readers that the factors listed above could affect our financial
performance and could cause actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements. We do not undertake and specifically
decline any obligation to publicly release the result of any revisions that
may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
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