$hellKing
13年前
CCSG News -
Living 3D Holdings, Inc. Enters 3D Business With Acquisition
PHOENIX, AZ, Dec 08, 2011 (MARKETWIRE via COMTEX) -- Living 3D Holdings, Inc. (the "Company") (OTCBB: CCSG), announced today that it has acquired Living 3D Holdings, Ltd., a privately held company ("Living 3D"), focused on the marketing and sale of 3D image display devices in China.
Living 3D, which is based in China, is in the development stage and has concentrated on the markets for 3D touch pads, 3D indoor and outdoor light emitting diode (LED) displays and 3D televisions. These products are based on "auto stereoscopic 3D" technology, or auto 3D, meaning that viewers are not required to wear 3D glasses in order to experience the 3D effects of the screen, and instant switching between two dimensional, or 2D, and 3D viewing is enabled.
Living 3D's image display devices are designed and manufactured by third parties using original equipment manufacturer parts and the technology and know-how of two of its directors and officers. While its sales to date have focused on customers utilizing its products in media and advertising, 3D display products are applicable in a wide range of industries, including entertainment, education, consumer electronics, medical diagnosis and scientific research. Living 3D has conducted limited sales marketing efforts to date. All of its sales have been to government and research entities and educational institutions in China and consisted of large 3D LED displays (approximately three by three meters), 3D TV's and 3D panels.
Living 3D was incorporated on June 23, 2008 in the British Virgin Islands and became a wholly-owned subsidiary of the Company on December 8, 2011 when its shareholders purchased 3,627,426 shares of common stock from certain shareholders of the Company and exchanged all of their shares in Living 3D for 62,590,880 shares of common stock of the Company. After the transactions, the shareholders of Living 3D own approximately 95% of the Company's issued and outstanding common stock. In connection with the transaction, Jimmy Kent-Lam Wong, Chang Li, Kin Wah Ngai and Lin Su, all of whom are principal shareholders of the Company, became our directors and officers, replacing our former board of directors and officers. Mr. Wong is the new Chairman of the Board of Directors and Chief Executive Officer; Mr. Li is the Chief Technology Officer; Mr. Ngai is the Chief Financial Officer; and Mr. Su is the Secretary.
At the point of the acquisition, the Company had no operations and was seeking new business opportunities. It was originally named Concrete Casting Incorporated (under which name its stock is now traded), had changed its name to AirWare International Corp. in July 2010 and finally had changed its name to Living 3D Holdings, Inc. in September 2011.
For further information contact www.living3d.com.
This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, the actual results could differ materially from the forward-looking statements contained in information in this Release. A wide variety of factors that may cause the actual results to differ from the forward-looking statements include, but are not limited to, the following: the Company's ability to raise sufficient capital to implement its business plan; its ability to have its product offerings work as planned; whether there will be a commercial market for its products; its ability to market its products, commence revenue operations and then achieve profitable results of operation; whether the technology and know-how in the products it sells can be adapted to new and different uses; competition from larger, more established companies with far greater economic and human resources; its ability to attract and retain customers and quality employees; the effect of changing economic conditions; and changes in government regulations, tax rates and similar matters. These cautionary statements should not be construed as exhaustive or as any admission as to the adequacy of the Company's disclosures. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. In addition, the reader should consider statements that include the words "believes," "expects," "anticipates," "intends," "estimates," "plans," "projections" or other expressions that are predictions of or indicate future events or trends to be uncertain and forward-looking. The Company does not undertake to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company after its acquisition of Living 3D will be contained in a Report on Form 8-K to be filed next week with the Securities and Exchange Commission.
Contact:
Kevin Asher
602-321-0070
SOURCE: Living 3D Holdings, Inc.
Copyright 2011 Marketwire, Inc., All rights reserved.
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SUBJECT CODE: Computers and Software:Internet
Computers and Software:Networking
Computers and Software:Hardware
Computers and Software:Software
Computers and Software:Peripherals
$hellKing
14年前
AirWare International Corp. is reflected on today's 10Q.
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7119165
RS is reflecting too although it hasnt happened officially from the DL but most likely happened on the NV SOS.
Action Type: Amended & Restated Articles
Document Number: 00002777051-89 # of Pages: 6
File Date: 7/01/2010 Effective Date:
Previous Stock Value: Par Value Shares: 50,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 50,000.00 New Stock Value: Par Value Shares: 90,000,000 Value: $ 0.001 Par Value Shares: 10,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 100,000.00
$hellKing
15年前
Press Release
Oncologix Tech, Inc. Enters Into a Letter of Intent to Form a Joint Venture With Airware International Corp. for Product Expansion in Asia
April 01, 2010
Oncologix Tech Inc (OCLG.PK) announced today that it had entered into a non-binding agreement with AirWare® International Corp., the manufacturer of the popular new nasal breathing aid, Brez®, for the purpose of launching a version of the Brez product that will be infused with essential oils in the Asian market including China. Brez is a patented, over-the-counter medical device available in retail stores and at the company’s website, www.brez.com that has been clinically proven to significantly reduce snoring.
The proposed partnership will be managed by Anthony Silverman, President and CEO of Oncologix; Mindi Osborn, President and CEO of AirWare and Mitchell Saltz, Managing Director of Southwest Capital Partners. Mr. Silverman has led financings aggregating over $500 million for approximately 100 companies and created or initially financed companies including Reno Air, ValueJet, Thermogenesis (KOOL), Royce Laboratories, American Wireless, Celutel and ISORay (ISR). Recruited to lead AirWare in April of 2008, Mrs. Osborn took the Brez product from concept to retail shelf with a national presence in the OTC market in only eight months including strategic development, business start-up, clinical trials, market research, investor funding, marketing direction as well as the procurement of distribution channels and manufacturing contractors. Mr. Saltz is a member of the Board of Directors of Smith & Wesson (SWHC) and is one of its largest individual shareholders. The formation of the partnership is dependent upon the approval of an operating budget, business plan and sufficient capital to close the transaction. The non-binding letter of intent extends through May 15, 2010.
The new products being developed under this joint venture will incorporate the use of essential oils infused in the Brez device, with treatment applications for common health problems such as insomnia, migraine headaches and allergies. “The infused Brez product will provide a way for people to tap the health benefits of essential oils with a truly innovative delivery system” said AirWare President and CEO Mindi Osborn.
About Oncologix Tech, Inc.:
Oncologix Tech Inc., (formerly BestNet Communications Corp.) was formerly a provider of long distance telephone communication services but disposed of that business in January 2007. The Company was developing a brachytherapy (radiation therapy) device, the Oncosphere System, for the advanced medical treatment of soft tissue cancers until it suspended operations at the end of December 2007 because of financial difficulties. It is based on a radioactive microparticles designed to deliver therapeutic radiation directly to a tumor site by introducing the microparticles into the artery that feeds the tumor tissue. After ceasing its own operations, the Company transferred rights to its technology to Institut fur Umwelttechologien GmbH (“IUT”) while retaining marketing rights. It intends to seek to further develop its relationship with IUT with respect to the development and marketing of medical radiation devices. Any such development will be subject to the availability of financing and successful product development. Oncologix has recently entered into a non-binding agreement with AirWare International Corp. to commence discussions for the formation of a joint venture for the marketing in Asia of health related products.
About AirWare International Corp.:
AirWare International Corp. develops, manufactures and markets Brez, a patented, over-the-counter, medical device that has been clinically proven to significantly reduce snoring and increase the sleep quality of the bed partner. Brez has been reviewed and categorized as a Class I exempted medical device, based on the U.S. Food and Drug Administration definition, for marketing as an over-the-counter treatment to help relieve symptoms for many conditions related to impaired breathing such as snoring, congestion due to the common cold or allergies, and deviated septum.
This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created thereby. These statements include the plans and objectives of management for future operations, including plans and objectives. The forward-looking statements herein are based on current expectations that involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond control of the company. Although the company believes that the assumptions underlying the forward-looking statements are reasonable, any one of the assumptions could be inaccurate and, therefore, can be no assurance that the forward-looking statements included in this release will prove to be accurate.
$hellKing
15年前
8-K Plan of Merger
ITEM 1.01 Entry into a Material Definitive Agreement
On July 2, 2010, AirWare International Corp., a Nevada corporation formerly known as Concrete Casting Incorporated (the “Registrant”), entered into an Agreement and Plan of Merger (the “Agreement”) with AirWare Holdings, Inc., a Nevada corporation formerly known as AirWare International Corp. (the “Target Company”). Pursuant to the Agreement, the Target Company will merge with a subsidiary of the Registrant with the Target Company being the surviving entity. Accordingly, following the merger, the Target Company will be a subsidiary of the Registrant and the business operations of the Target Company will constitute 100% of the business operations of the Registrant. Prior to the merger the Registrant will reverse split its common shares on a 0.48 for 1 basis, which will result in 3,414,048 shares of the Registrant being issued and outstanding. In the merger, the Registrant will issue 1.25 of its shares of Common Stock for each share of capital stock owned by the current shareholders of the Target Company. As a result, the Registrant will issue up to 13,929,319 shares.
In preparation for the merger, on July 1, 2010 the Registrant amended its Articles of Incorporation for the purpose of changing its name to AirWare International Corp. and its capitalization. These actions were approved by the Registrant’s board of directors, who then submitted the actions to the shareholders for approval. Both actions were approved pursuant to a majority shareholder written consent signed by the holders of 3,640,000, or 51% of the 7,112,600 pre-split common shares issued and outstanding.
The Agreement is subject to satisfactory completion of due diligence by the parties and other conditions typical in such a transaction. The merger is scheduled to close on or before July 30, 2010. The Target Company manufactures and distributes internationally an anti-snoring device known as Brez®.
ITEM 3.03 Material Modification to Rights of Security Holders.
See discussion under Item 1.01 regarding reverse split of stock.
ITEM 5.03 Amendment to Articles of Incorporation.
See discussion under Item 1.01 regarding amendment to the Articles of Incorporation for the purpose of changing the name and capitalization of the Registrant. As a result of the amendment, the Registrant now has 100,000,000 shares of capital stock authorized, of which 90,000,000 shares are common stock, par value $0.001 per share, and of which 10,000,000 shares are blank check preferred stock, par value $0.001 per share.
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