Cornwall Resources, Inc. signs Letter of Intent

HOUSTON, TX – (Tuesday, April 23, 2013) – Cornwall Resources, Inc. announces the signing of a Letter of Intent with Channeland Entertainment Group, a media holding company with global operations in music, film, television, Internet recording, and media production services.  Channeland’s profitable operations has multiple platinum albums, gold albums, Billboard #1′s, and Grammy award winning projects with such artists and companies as DCTalk, Israel Houghton, Third Day, TBone, Toby Mac, Kevin Max, Brian Courtney Wilson, Universal Pictures, Sony Music, EMI, Warner Brothers, Capitol Records, and Universal Music.

Cornwall Resources, Inc., formally known as Columbia Energy Corp. and Let’s Talk Recovery Inc., will provide further information in coming weeks.  Upcoming activities will proceed in phases – (1) INITIATION PHASE, wherein professionals, board members, and officers will be retained; (2) CLOSING PHASE, concluding the transaction; (3) FILING PHASE, the company will conclude audits and file SEC current reports; (4) POST TRANSACTION PHASE, secure secondary funding through the American Equity Fund LLC; and (5) EXECUTION PHASE, wherein funding will support operational growth, organically and through acquisition.

“We are pleased to be in negotiations with Mark Townsend of the Channeland Entertainment Group,” Robert C. Rhodes, Chairman of Cornwall Resources, Inc. said.  “Although the ‘record business’ has been in a decline for 12+ years, the media production and distribution business is a hot bed for consolidation.  Channeland’s long, successful track record will serve as a great platform for growing a media organization.”

About Cornwall Resources, Inc.

Cornwall Resources, Inc. (http://cornwallresources.com, symbol “CORC”), formerly known as Columbia Energy Corp. and Let’s Talk Recovery Inc., is a developmental stage organization.

About Channeland Entertainment Group

Channeland Entertainment Group is a media holding company with current operations providing music, film, television, internet recording and media production services globally.

About American Equity Fund LLC

The American Equity Fund LLC (“AEF”) provides an alternative funding mechanism, an Equity Line Facility (“ELF”), for SEC reporting publicly traded small-cap companies that want to take control of their financial futures.

Notice regarding forward-looking statements

Under The Private Securities Litigation Reform Act of 1995: The statements in the press release that relate to the company’s expectations with regard to the future impact on the company’s results from new products and services in development, including any planned acquisitions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements might not occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.

Investor Contact

Robert C. Rhodes
Chairman, Cornwall Resources, Inc.
investors@cornwallresources.com

Mark Townsend
Channeland Media Group
www.channeland.com
832-599-9551

 

New Regulation FD

In recent days (April 2 to be exact), the U.S. Securities and Exchange Commission (“S.E.C.“) issued a report that said that Regulation FD could be satisfied by issuers by posting disclosure to social media sites.  To us, this is a logical extension of the J.O.B.S. Act since its intention was to allow small companies to capitalize themselves through the larger reach of the Internet. The S.E.C. release, available at http://www.sec.gov/news/press/2013/2013-51.htm, provides more insight.

Regulation FD is very important for publicly traded companies – it basically states that all investors should receive good and proper information disclosure from publicly traded companies at the same time.  Only certain venues were considered proper outlets to post “Press Releases” and even information on the company’s website was limited and specified.  Nothing worse than getting a comment from the S.E.C. on a registration statement relating to improper disclosure on the company’s own website – news sections posting information news before the official press release or 8K, company newsletters that disclose something improperly, etc.  Here is the S.E.C.’s definition of Regulation FD (http://www.sec.gov/answers/regfd.htm).

Here are some simple rules that we train our client organizations to follow:

1. Create an “Investors” section of their website.  Link to other public venues for quotes, etc. such as Yahoo! Finance, Google Finance, Market Watch, OTC Markets.
   1. List board members, including committees.
   2. List transfer agent.
   3. List company’s SEC counsel.
   4. List company’s Ethics Statement.
2. Create a “News” section of website wherein only items that have been released officially through a Regulation FD authorized distributor, such as Market Wire, Mac Report, Business Wire, etc..
3. Create a “BLOG” section of website for opinions.
4. Always release information as follows:
   1. Issue 8K, if required.
   2. Issue press release through FD authorized distributor.
   3. Put exact copy of press release on company’s website.
   4. Put exact copy or link to press release on LinkedIn and Facebook company pages.
      

      Image via CrunchBase

Disclosure is a “by the numbers” issue, meaning every company should come

Image via CrunchBase

up with a standard operating procedure (“SOP”) and follow it religiously – more to ensure that news gets the largest reach but also to ensure that a company doesn’t go afoul of the authorities.

Related Articles

• The Green Light to Social Media Use for Regulation FD Purposes Looks More Like Yellow (securitiesnewswatch.com)
• The Board, Social Media and Regulation FD (blogs.law.harvard.edu)
• Social media to be allowed for SEC fair disclosure (bizjournals.com)
• Twitter, Facebook OK to use for news – SEC (buzz.money.cnn.com)
• Regulation FD in the Age of Facebook and Twitter (blogs.law.harvard.edu)
• Did The SEC Just Issue Double Secret Guidance For Using Social Media? (somelaw.wordpress.com)
• Corporate disclosure via social media (professorbainbridge.com)

 

What were they thinking…

First, I must apologize for the dearth of information on the public markets and financing techniques therein over the last four months coming from our BLOG.  Our associated group of organizations (Rhodes Holdings LLC, ReCap Marketing & Consulting LP, and American Equity Fund LLC) have been involved in a number of actions to protect shareholder value as well as having been asked to put together a number of “go public” projects for clients.  With that said, expect a new focus on providing a look into what is going in the public markets…

OTC Markets

Since the Jumpstart Our Business Startups Act (“J.O.B.S.“) Act was signed into law on April 5, 2012, there has been a “promise” in the air that it would help get capital formation for the micro-cap market started again.  This really hasn’t happened since the Congress and President can’t seem to get their acts together (pun intended), and the Securities & Exchange Commission (“SEC“) hasn’t released the details on how it will enforce the J.O.B.S. Act provisions, like changes to internet marketing of stocks (general solicitation).

OTC Markets Group Inc. had hoped that this Act would help drive their business, but alas FINRA is all about limiting the markets that OTC Markets Group Inc. serves by making it impossible to deposit shares in Pink Sheet companies as well as OTC:BB companies.  The crux of the problem that those of us working in the

Seal of the U.S. Securities and Exchange Commission. (Photo credit: Wikipedia)

micro-cap arena are facing is that even if you follow all the rules (register your shares, pay cash for stock, etc.), the broker dealers and their compliance departments are running scared of the SEC and FINRA’s rules, so stock just doesn’t get sold.  If no stock gets sold, that capital doesn’t get re-invested into other micro-cap stocks – thus, the velocity of money associated with micro-caps has ground to a halt.  Read what OTC Markets Group Inc. has to say:

• “Slow PO to the Public Markets“

In a few cases, it has eased regulation and shown that at least some of those in Congress listened.  The J.O.B.S. Act did make it so that issuers did not have start filing SEC mandated disclosure statements (10Q, 10K, 8K, etc.) until they reach 2,000 shareholders – previously it was 500 shareholders triggered filing requirements.  Read CFO magazine‘s article on banks de-registering:

• “JOBS Act Opens Path to Deregistration“

All in all, the J.O.B.S. Act has not helped us reach its stated goal – helping jump start capital formation.  It may still help, but those of you who thought that crowd funding was going to take over capital formation, it hasn’t delivered the goods.

Accredited Investors

The J.O.B.S. Act did make some changes to the accredited investor definition, which would be very helpful.  The original 1933 Act definition is as follows for Rule 501 definitions.  Here is what the General Counsel of Second Markets had to say about the proposed implementation in his letter to the SEC.  In general, we at Rhodes Holdings LLC are keeping track of what is happening in the marketplace that will make it easier for our clients to access the capital they need.  Here are some websites associated:

• Certified Accredited Investor
• Accredited Investor Solutions

Related Articles

• Waiting on the JOBS Act (axialmarket.com)
• Crowdfunding awaits key rules from SEC (sfgate.com)
• JOBS Act Expected to Increase Diversity in Funding (entrepreneur.com)

 

A5 Laboratories, Inc. provides a fireside chat

HOUSTON, Texas – (March 13, 2013) A5 Laboratories, Inc. (OTC:BB AFLB) announced today the availability of the second in a series of “fireside chats” designed to further discuss the incubation process of Hydra Fuel Cell Corporation.  This “fireside chat” provides an update to investors of A5 Laboratories, Inc. as presented by Frank Neukomm, its new Chairman and Robert C. Rhodes of Rhodes Holdings LLC as moderator.  The “fireside chat” details how American Security Resources Corporation (OTC:BB ARSC) and iVoice, Inc. (OTC:BB IVOI) shareholders will be provided value.

“We are excited to share our second ‘fireside chat’ which features an in depth history and information about our future plans for AFLB, IVOI, and ARSC,” Chairman and CEO Frank Neukomm added.  Watch the first ‘fireside chat’ at http://hydrafuelcellcorporation.com/about-us/fireside-chats/.

If you would like to submit questions to be answered as part of the next ‘fireside chat’, please go to our website and submit a question via our contact page at http://hydrafuelcellcorporation.com/contact-us/.

About A5 Laboratories, Inc.

A5 Laboratories, Inc. (http://a5labs.com, OTC:BB AFLB) was previously a contract research based organization servicing the pharmaceutical and biotechnology companies in North America. The company utilized its research capabilities to license and acquires novel biotechnology products for development and commercialization.  In the future, the Company will focus on alternate energy generation products and services.

About American Security Resources Corp.

American Security Resources Corp. (http://www.amsrcorp.com, OTC:BB ARSC) owns and develops unique intellectual property related to hydrogen fuel cells and business activities to help speed their implementation, funding, and sales.  American Security Resources Corporation also controls iVoice, Inc. (OTC:BB IVOI).

About Rhodes Holdings LLC

Rhodes Holdings LLC (referred to as “RHL”, http://rhodesholdings.wordpress.com) provides management consulting services that allow its clients to seek financing through the public markets, either through mezzanine debt, equity, or bank debt.  Mr. Rhodes is also the Managing Member of American Equity Fund LLC, which provides equity line facilities for reporting publicly traded companies.

Safe Harbor Statement

The statements in this release that relate to the Company’s expectations with regard to the future impact on the Company’s results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The results anticipated by any or all of these forward-looking statements may not occur.  The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.

Contact

Frank Neukomm or Bob Farr
info@amsrcorp.com
713 – 465 – 1001

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© 2013 by American Security Resources Corporation, all right reserved.

Related Articles

• A5 Laboratories, Inc. Appoints New Management Team (rhodesholdings.wordpress.com)
• Today in History, March 12 (rep-am.com)

 

iVoice, Inc. Announces Acquisition of American Security Capital Corporation

HOUSTON, TX — (Marketwire – Jan 29, 2013) – IVoice, Inc. (PINKSHEETS: IVOI) announced today that the Company has acquired American Security Capital Corporation (“ASCC“) in order to provide financing and leasing services to the alternative energy industry. In an effort to salvage some value for IVOI and its shareholders, the Company accepted an offer from American Security Resources Corporation to exchange the Company’s ownership of Hydra Fuel Cell Corporation (“Hydra“) for all of the ASCC shares and a note of $100,000. American Security Resources Corporation still controls the Company through its ownership of Preferred Stock shares in the iVoice, Inc.

“iVoice, Inc. acquired Hydra in an exchange of debt securities in December of 2011 and took control in January of 2012. Between the December close date and the January change of control, the Company’s previous management issued the remaining authorized Common Stock shares subsequently leaving the Company unable to finance itself and unlock Hydra’s market opportunity,” stated Norris Lipscomb, CEO of iVoice, Inc. “This transaction allows us to provide value to iVoice, Inc. shareholders while at the same time limiting the capital required.“

About iVoice, Inc.

iVoice, Inc. (traded under “IVOI“), is a publicly traded company in a developmental stage that previously engaged in the communications industry as well as the “green” industry associated with hydrogen fuel cells.

About American Security Resources Corp.

American Security Resources Corp. (traded under “ARSC,” http://www.americansecurityresources.com) owns and develops unique intellectual property related to hydrogen fuel cells and business activities to help speed their implementation, funding, and sales. In early 2012, ARSC took control of iVoice, Inc.

Safe Harbor Statement

The statements in this release that relate to the Company’s expectations with regard to the future impact on the Company’s results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.

Contact Information

iVoice, Inc.
info@amsrcorp.com
713-465-1001

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© 2013 by iVoice, Inc., all rights reserved. Original posting on MarketWire.com at http://www.marketwire.com/press-release/ivoice-inc-announces-acquisition-of-american-security-capital-corporation-pinksheets-ivoi-1750933.htm.

Related Articles

• iVoice, Inc. Announces Acquisition of American Security Capital Corporation (sys-con.com)
• A5 Laboratories, Inc. Appoints New Management Team (rhodesholdings.wordpress.com)

 

iVoice, Inc. Announces New Management

HOUSTON, TX — (Marketwire – Jan 28, 2013) – iVoice, Inc. (PINKSHEETS: IVOI) announced today the appointment of Mr. Norris Lipscomb of Wimberley, Texas as its new Chairman and CEO, with a stated goal of determining a clear course of action to bring value to shareholders through either commencing or acquiring operations. Mr. Lipscomb replaced Mr. Frank Neukomm and Mr. Robert Farr, both of American Security Resources Corporation, on the board of directors as of July 19, 2012.

“Due to not being current on its SEC disclosure, capital structure, and debt load, iVoice, Inc. has been unable to commence operations for the last year. Rhodes Holdings LLC continues to be retained by Mr. Lipscomb to determine an acquisition candidate that will provide shareholder value,” stated Robert C. Rhodes of Rhodes Holdings LLC, a consultant to iVoice for the last eleven months.

About iVoice, Inc.

iVoice, Inc. (traded under “IVOI“), is a publicly traded company in a developmental stage that previously engaged in the communications industry as well as the “green” industry associated with hydrogen fuel cells.

About American Security Resources Corp.

American Security Resources Corp. (traded under “ARSC,” http://www.americansecurityresources.com) owns and develops unique intellectual property related to hydrogen fuel cells and business activities to help speed their implementation, funding, and sales. In early 2012, ARSC took control of iVoice, Inc.

About Rhodes Holdings LLC

Rhodes Holdings LLC (referred to as “RHL,” http://rhodes-holdings.com) provides management consulting services that allow its clients to seek financing through the public markets, either through mezzanine debt, equity, or bank debt. RHL management consulting is provided within the framework of its copyrighted RHL Methodology.

Safe Harbor Statement

The statements in this release that relate to the Company’s expectations with regard to the future impact on the Company’s results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.

Contact Information

iVoice, Inc.
info@amsrcorp.com
713-465-1001

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© 2013 by iVoice, Inc. all rights reserved.  Original posting at Marketwire.com at http://www.marketwire.com/press-release/ivoice-inc-announces-new-management-pinksheets-ivoi-1750088.htm.

 

A5 Laboratories, Inc. Appoints New Management Team

Original posting on MarketWire.com at: http://www.marketwire.com/press-release/a5-laboratories-inc-appoints-new-management-team-otcbb-aflb-1747094.htm. American Security Resources Corporation is a current client of Rhodes Holdings LLC and a future client of American Equity Fund LLC.

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SOURCE: American Security Resources Corp.

January 17, 2013 14:31 ET

HOUSTON, TX–(Marketwire – Jan 17, 2013) – A5 Laboratories, Inc. (OTCBB: AFLB) announces today the appointment of a new management team in conjunction with a new strategic focus in order to ensure growth in shareholder value. Mr. Frank Neukomm, current Chairman of American Security Resources Corporation (OTCBB: ARSC), was appointed Chairman and CEO. Mr. Robert Farr was appointment COO and President.

“As part of our appointment, we intend to refocus operations on the alternative energy generation products and services,” said Mr. Frank Neukomm, incoming Chairman of A5 Laboratories, Inc. “In conjunction with our duties as management of American Security Resources Corporation, we believe that we can enhance the shareholder value within A5 Laboratories, Inc., which we intend to rename ‘Hydra Fuel Cell Corporation’ in the near future as well as change the capital structure to support raising capital to fuel the growth of our operations.“

About A5 Laboratories, Inc.

A5 Laboratories, Inc. (http://a5labs.com, traded as ‘AFLB’) was previously a contract research organization serving pharmaceutical and biotechnology companies in North America. The company utilized its research capabilities to license and acquire novel biotechnology products for development and commercialization. In the future, the Company will focus on alternative energy generation products and services.

About American Security Resources Corp.

American Security Resources Corp. (http://www.amsrcorp.com, traded as ‘ARSC’) owns and develops unique intellectual property related to hydrogen fuel cells and business activities to help speed their implementation, funding, and sales.

Safe Harbor Statement

The statements in this release that relate to the Company’s expectations with regard to the future impact on the Company’s results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.

Contact Information

Frank Neukomm or Bob Farr
info@amsrcorp.com
713-465-1001

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© 2013 by A5 Laboratories, Inc. and American Security Resources Corporation in combination. All rights reserved.