Our Stocks to Watch tomorrow include Techalt Inc. (OTC: TCLT), Budget Waste Inc. (OTC: BDGW), Dynamic Response Group, Inc. (OTCBB: DRGP), VTEC INC. (OTC: VTEC) and Horne International, Inc. (OTCBB: HNIN).
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TECHALT INCORPORATED (OTC: TCLT)
"Up 66.67% on Wednesday"
Detailed Quote: http://www.otcpicks.com/quotes/TCLT.php
Techalt, Inc. focuses on secure wireless communications toolset to be used by emergency first responders in the public sector & for communications interoperability, multi level integration of communications & collaboration enhancement within public & private sectors.
TCLT News:
January 22 - Techalt, Inc. Signs Agreement and Plan of Merger for the Acquisition of EV Parts, Inc., a Leading Online Supplier of Electric Vehicle Parts
Techalt, Inc. (OTC: TCLT) ("Techalt" the "Company") announced that it has executed an Agreement and Plan of Merger with EV Parts, Inc. ("EV Parts"), a leading online supplier of electric vehicle parts and components, whereby EV Parts will become a wholly-owned subsidiary of the Company. The merger is expected to close on or before March 18, 2008.
Under the terms of the merger agreement, the shareholders of EV Parts will exchange 100% of their stock for shares of Techalt. The closing of the merger is contingent on Techalt providing EV Parts with $300,000 for working capital needs by March 18, 2008. Techalt has also agreed to use it best efforts to provide EV Parts with an additional $300,000 by May 19, 2008.
Dave Moore, Techalt's President stated, "We are very excited about building our corporate portfolio with this cutting edge alternative 'green' company. EV Parts has influence and much respect in the alternative energy/automotive sector. EV Parts has successfully demonstrated its technology in the marketplace."
EV Parts is one of the largest online suppliers of parts and components to the electric vehicle market and is one of the pioneer companies in the custom electric vehicle world. The Company has begun selling products in the Robotic/Electrathon, Industrial, Personal Mobility, Marine/RV, and Renewable Energy markets. EV Parts has already developed a reputation as being a dependable source of electric vehicle parts and components and is looking to grow its market share and expand its reach into additional markets through targeted marketing and sales efforts.
BUDGET WASTE INCORPORATED NEW (OTC: BDGW)
"Up 54.26% on Wednesday"
Detailed Quote: http://www.otcpicks.com/quotes/BDGW.php
Incorporated in 2001, Budget Waste Inc. (BWI) is a waste solutions company in Western Canada providing complete waste and recycling services to commercial, industrial, construction, homebuilding, oilfield and residential clients. With a broad range of innovative services, the company offers customers more value for their dollar and reduces accounting costs by providing streamlined billing. BWI is currently following its growth through acquisition strategy with exceptional success. With regulations throughout North America pressing companies and individuals to be more vigilant in the way they handle their waste products, BWI sees vast opportunity for expansion of its distinctive services.
BDGW News:
January 23 - Budget Waste Inc. Achieves Current Information Tier on Pink Sheets OTC Electronic Markets
Budget Waste Inc. (OTC: BDGW) announced that it has provided full disclosure information to Pink Sheets and has received clearance to move the Company into the Current Information category. This is the most active tier and represents 65.4% of the total dollar volume of pink sheets listings.
BWI invites all shareholders and potential shareholders to visit its website at www.budgetwaste.com to view a complete level 2, free of charge. Here you can follow trades and retrieve current bid and ask information.
DYNAMIC RESPONSE GROUP (OTCBB: DRGP)
"Up 40.00% on Wednesday"
Detailed Quote: http://www.otcpicks.com/quotes/DRGP.php
Dynamic Response Group, Inc. ("DRG") is a leading innovator of strategic marketing solutions. The Company leverages its vast knowledge of its customers to create, develop and market innovative products and services that build brand awareness and drive sales across large national and international consumer audiences. The foundation of the Company is its direct response TV (DRTV) and Internet advertising business, which has produced many highly effective products including: ProCede(TM), a hair thickening system for men; Riddex, a pest control product; "Backyard Drills with Bill Parcells," a DVD series for fathers and sons; and The Legend of Soul, a DVD series of current day concerts of classic soul artists. The Company has also signed an exclusive three year deal to market The Official NASCAR Members Club to the over 75 million estimated NASCAR fans in the US.
DRGP News:
January 23 - Dynamic Response Group's Hit Product Riddex Breaks the $10 Million Sales Mark
Momentum Continues to Build, as Riddex Becomes Company's Next Multi-million Dollar Product
Dynamic Response Group, Inc. (OTCBB: DRGP), a leading innovator of strategic marketing solutions, today announced a record $10 million in sales of its pest control product, Riddex. The product continues to generate strong sales after posting over $2 million in sales from its short form infomercial in its first two months on the market.
"Riddex has proven to be a highly desirable product, and the strong demand we are seeing from consumers is truly remarkable," said Melissa K. Rice, Chief Executive Officer. "These results are a testament to the expertise of our team and the success of our innovative marketing strategies. Moving forward, we expect sales of Riddex to continue to exceed expectations as we further expand our marketing efforts."
The company expects to announce the date of its fourth quarter 2007 earnings release and conference call in the next few weeks.
VTEC INCORPORATED (OTC: VTEC)
"Up 40.00% on Wednesday"
Detailed Quote: http://www.otcpicks.com/quotes/VTEC.php
VTEC INC. (www.vtecinc.net) was formed to acquire and create unique internet and retail enterprises that offer but are not limited to the expedited access to entertainment, food, financial services, travel, learning, news and targeted information, as well as innovative, intuitive consumer products through e-commerce. The company's wholly owned subsidiaries include Pizza Holdings, Inc. (www.pizza.net), Look Media, Inc. (www.lookcartoons.com) and Made in USA Group, Inc. (www.madeinusacertified.com and www.madeinusamag.com).
VTEC News:
January 23 - VTEC INC. Launches Made in USA Certified
Enables Global Shoppers to Identify USA-Made Quality
VTEC INC. (OTC: VTEC), a market innovator in enabling internet and retail enterprise, announced the official launch of its USA.c Certification Program and MadeinUSACertified.com. The USA.c Certification Program enables manufacturers with products produced substantially in the USA to label their products as such, through our third-party endorsed tracking and verification system, to help their customers make informed buying decisions. The launch of the program and the supporting MadeinUSACertified.com website, allow or clients to easily register new products and appropriately label them for sale with an accurate and verified indication of their US-made authenticity. The company is now accepting applications from eligible companies. Member fees range from $5,000 to over $100,000 depending on annual revenues of the applicant and certain other criteria. The company believes these fees will positively impact revenue and earnings over the next several quarters.
"In these days of import safety concerns and trade deficit worries, it has become apparent that the US consuming public has become more diligent in their efforts in seeking out products based on their authenticity of manufacture," said VTEC, Inc., chief executive officer Julie Reiser. "Through the launch of the USA.c Certification Program and MadeinUSACertified.com, we will have an opportunity to become a leading advocate and supplier of critical information necessary for our consuming public to identify products as well as supporting our most important manufacturing base, adding to the potential of US domestic job creation.
USA.c has begun to promote the certification, copyright and service mark (USA.c (SM)) seal to the public and to manufacturers in the USA. USA.c is currently comprised of manufacturers, related industry and sponsor members who believe in keeping Manufacturing and Jobs made in the United States, the USA.c mission is to:
* Educate members of the general public about the United States manufacturing industry and its significance to community, economic and social development.
* Provide a proper, practical and efficient means of maintaining contacts among members of the United States manufacturing industry and encourage USA product in sourcing and purchase for private companies as well as local, state and federal government.
* Facilitate the exchange of information within the industry by sponsoring educational seminars, conferences and programs, and assist members in maintaining compliance with existing standards/laws on matters relating to the development and enhancement of the United States.
As a unified group of manufacturers, related industry and sponsor members with common interests and goals, our efforts can:
1) Establish a Certified Made in the USA service mark (SM), USA.c, that will instill confidence in the buying public.
2) USA.c's certification program is for manufacturers and distributors to establish a solid and reliable "Made in USA" standardized scale, in accordance with the United States country of origin labeling requirements for manufactured goods, produce and services in the United States.
3) Create and distribute press releases to the public to promote USA.c and industry-related issues.
For more information on USA.c pricing, procedures, and eligibility requirements, please contact Made in USA, USA.c Certification Program Headquarters at 877-244-6972, ext. 3 or USA.c@madeinusa.net.
HORNE INTERNATIONAL (OTCBB: HNIN)
"Up 36.67% on Wednesday"
Detailed Quote: http://www.otcpicks.com/quotes/HNIN.php
Horne International, Inc., through its subsidiaries, provides technology and technical engineering solutions focusing on the national security, energy and environment, and transportation markets with an emphasis on homeland security. It operates in three segments: Services, Security Solutions, and Repair and Overhaul. The Services segment provides program engineering, occupational safety and health, environmental sciences, acquisition and procurement, business process engineering, technology integration, and public outreach services to the U.S. Government. The Security Solutions segment designs and constructs munitions ground support equipment and containers for the shipping and storage of munitions for the U.S. Department of Defense. The Repair and Overhaul segment provides specialized fabrication and maintenance for ships, lifeboats, and maritime navigation systems. The company was incorporated in 1998 as Silva Bay International, Inc. and changed its name to Spectrum Sciences & Software Holdings Corp. in 2003. Further, it changed its name to Horne International, Inc. in 2006. The company is headquartered in Fairfax, Virginia.
HNIN News:
January 23 - Horne International Agrees to Acquire World-Class Provider of Electronic Security Systems, Announces Related Agreement for Financing
Amata, Inc., Brings Significant Contract Backlog for Major Security Systems
Horne Enters into Agreement to Raise $3 million from Sale of Stock and Subordinated Notes to Existing Investors
Horne International, Inc. (OTCBB: HNIN) announced that it has entered into a stock purchase agreement to acquire Amata, Inc., a provider of state-of-the-art security systems for critical facilities and infrastructure.
Amata currently holds contracts to provide an integrated electronic security system, electrical distribution and backup power for a major energy infrastructure project. Under those contracts, Amata will install security devices that include intrusion detection, facial recognition and thermal imaging. Amata's electrical distribution solutions include providing uninterrupted power for security systems, pump stations, valve stations, metering stations and tank farms, as well as the installation of transformers and generator backup systems.
Amata's current executed contract backlog is approximately $150 million. This backlog is subject to funding for the underlying projects, commencement of work orders from its customers, and other contingencies.
"The addition of Amata to the Horne family of companies is expected to bolster Horne International's position as a leading provider of engineering services for a sustainable infrastructure," said Darryl K. Horne, P.E., Chairman, President, and Chief Executive Officer of Horne International. "Our mission is to help ensure that critical infrastructure projects are environmentally sound, energy efficient, and secure. We are vigorously pursuing such projects in both the government and private sectors."
Shawn F. Wurtsmith will remain President of the Amata subsidiary, and Robert L. Cheney will remain Vice President of Operations. Upon closing of the transaction, Mr. Wurtsmith will become a member of Horne International's Board of Directors. "In fewer than five years, Shawn and Rob have built an impressive portfolio of capabilities and customers," said Mr. Horne. "We believe that our combined experience and customer base will put us in a league with the top providers of security systems and hold great promise for Horne International's growth in the security arena domestically and globally."
Mr. Wurtsmith added, "Our two companies are a natural fit. We both focus on the growing markets of energy and security. Horne has a great reputation in the government sector, while Amata has been geared toward private-sector projects. By joining forces, we are expanding opportunities for both companies."
Horne International also announced that it had signed a definitive agreement to raise $3.0 million through the sale of approximately 2.5 million shares of its common stock and the issuance of $2.0 million in subordinated convertible promissory notes and detached warrants to purchase an additional 500,000 shares of Horne International common stock. The purchasers of these securities are existing shareholders of the company, including Evan Auld-Susott, a member of the company's Board of Directors. The subordinated notes are convertible into Horne International common stock at $0.40 per share, will pay interest at 10 percent per annum and mature seven years from the date of issue. The warrants will expire five years from the date of issue and have an exercise price of $0.40 per share. The closing of this transaction is subject to the closing of the Amata acquisition and other customary conditions.
"I am excited about the future of Horne International and expect the combination of Horne and Amata to bring new value to our customers, partners and stockholders," said Mr. Auld-Susott. "I also have confidence in the ability of both companies' management teams to execute on our current contract backlogs. This is truly a momentous occasion for the entire Horne International family."
Raymond James advised Horne International on the Amata acquisition. Holland & Knight LLP served as the company's legal counsel. The financing transaction was approved by an independent committee of the Horne International Board of Directors, which received a fairness opinion from Reznick Group, P.C. Reznick also provided a fairness opinion to the company's Board of Directors in connection with the Amata stock purchase agreement.
Agreement Terms:
Under the executed stock purchase agreement, Horne International will acquire all of the outstanding capital stock of Amata from its shareholders for initial cash consideration of $2.0 million, and subordinated promissory notes with an aggregate principal amount of approximately $1.75 million, less amounts by which Amata's net worth upon the closing of the transaction is below a target level. The notes will be payable on two payment dates: March 1, 2008, and January 1, 2009.
Following the closing, the Amata shareholders will be entitled to cash earn-out payments equal to 50 percent of Amata's net income (as defined in the stock purchase agreement) on a cash-received basis for the first twelve months after the closing, and 33-1/3 percent of such net income for the subsequent 36-month period. The Amata shareholders will also receive up to 13.0 million shares of Horne International common stock following the closing, to be issued on a pro rata basis with the receipt of revenues from Amata's primary customer. In addition, Horne International will pay certain consultants to Amata up to approximately $6.8 million in consulting contract payments contingent upon Amata's achievement of earn-out payments. The closing of the transaction is subject to Amata's receipt of approximately $2.4 million in outstanding accounts receivable from its primary customer, as well as other customary closing conditions. Pending the closing, Horne International has agreed to loan Amata up to $500,000 for repayment of indebtedness and working capital needs.
Upon the closing of the transactions, Darryl Horne, Evan Auld-Susott and certain of his affiliates, Shawn F. Wurtsmith and Robert Cheney will enter into a voting agreement providing that each of them will vote all shares of Horne International common stock they own to elect one director designated by Mr. Horne (initially Mr. Horne), one director designated by Mr. Auld-Susott (initially Mr. Auld-Susott) and one director designated by Messrs. Wurtsmith and Cheney (initially Mr. Wurtsmith).
ABOUT AMATA, INC.
Founded in 2003 and headquartered in Englewood, Colo., Amata has installed security systems at airports, power plants, and military facilities and has performed port security assessments in the Middle East. One of Amata's current customers is Pacific Texas Pipeline Company of Phoenix, Ariz., a major energy infrastructure developer in the Southwestern United States. For more information, please visit www.amatainc.com.
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