| S3 Investment Company Announces Scheduled Re-Capitalization
TEMECULA, CA, Feb 09, 2007 (MARKET WIRE via COMTEX) -- S3 Investment Company, Inc. (PINKSHEETS: SEIH), a holding company with two subsidiaries doing business in the China market, today announced its (b)Board of Directors has voted to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1-for-150 shares.(/b) This measure may encourage investor interest and improve the marketability of the company's common stock to a broader range of investors.
The company has filed a Certificate of Amendment to Articles of Incorporation with the State of California reporting the Board's vote to change the capital structure of the company and the number of authorized shares of common stock from 9,900,000,000 to 66,000,000. The 100 million authorized shares of Preferred Stock will remain unchanged by the Amendment.
The reverse split, which is expected to become effective on Monday, February 12, 2007, will reduce the number of issued and outstanding shares of common stock from 2,400,000,000 to approximately 16,000,000.
S3's daily Chart:
Stock status as of 2/12/2007 =
A/S 66,000,000, O/S 16,000,000 Approx.
S3 Investment Company Inc. ( s3investments.com ) has elected to become an operating company as of April 5, 2006. Before the date above, S3 Investment Company Inc. operated as a business development corporation. S3 Investments has acquired 100% of Redwood Capital ( redwoodcapinc.com ) to participate in the fast-growing investment banking market in China and 51% of SINO UJE ( sinouje.com ), a non-stocking distributor of medical and industrial high-tech products to markets throughout China. S3 is currently seeking to acquire additional synergistic companies and is focused on assembling a portfolio of investments that will provide value to its shareholders.
**** Redwood Capital: A Bridge Between China and U.S.
S3 Investment Company's subsidiary, Redwood Capital (acquired in November of 2004), bridges the gap between Chinese capital needs and American public markets. The gap exists because Chinese companies are virtually excluded from the U.S. (all international) markets for two primary reasons: 1) the Chinese government makes it virtually impossible for Chinese companies to raise capital outside of China through regulation and 2) typical management of Chinese companies has no experience with western securities markets, SEC compliance, investment banking or investor relations. Redwood Capital is providing these missing components by utilizing innovation and experience to give their Chinese clients access to western capital.
On July 26, 2006, Redwood announced that Charlie Wu has been appointed to the position of managing director, Li Xiaotao as investment director, Frank Zheng as executive officer and Annie Lian as administration manager.
Mr. Wu has served in positions ranging from service manager to general manager for foreign companies operating in China. He has extensive knowledge of company operations and is experienced in corporate management.
Li Xiaotao has experience in investment banking with an emphasis in economics, finance and management. His primary responsibility will be to source highly qualified clients for Redwood Capital.
Frank Zheng is a former chief financial officer of several companies and has both theoretical knowledge and practical experience in finance and law. He is familiar with domestic and overseas financial regulations, investment banking operations, such as mergers and acquisitions, and reconstruction, as well as financial and investment consultation. Mr. Zheng will analyze financial statements and draft feasible reports on clients for Redwood Capital and work to ensure that the client company has world-class financial management leading up to and following its planned IPO.
Annie Lian is an attorney whose responsibilities at Redwood Capital will include legal work, company professional procedures, daily operations, and staff support.
Redwood Capital currently holds 90,722 shares of Fushi Int'l, Inc. as an investment.
FSIN's daily Chart:
**** Sino UJE: The China Connection
In November of 2004, S3 Investment Company acquired a 51% controlling Interest in SINO UJE, Ltd., a multinational 3-year old company located in Mainland China that achieved over $1 million in sales in 2004. SINO UJE is a non-stocking distributor of medical and industrial high-tech products to markets throughout China.
SINO UJE, Ltd. is a multinational company founded by Masamichi Tamada of Japan and Chris Bickel of the USA. SINO UJE, Ltd. distributes high technology products to the China market that are designed and produced in the USA, Japan, and Europe.
The company maintains offices in the USA, Japan, and France for direct interface and coordination with our suppliers. The Chinese offices offer sales and service support for the products and services the company offers.
The company acts as a distributor in the Medical Industry and as a manufacturer's agent or representative in our other divisions. We believe in market share over short-term gains, service above all else, high quality products and equipment, and partnerships with our customers and suppliers that are 'win/win'.
We employ a talented combination of Chinese and International personnel that bring together the very best in sales and service knowledge from both the east and the west. Our company owners and our senior management bring over 100 years of experience in the China marketplace to bear.
Harmony is an important principle in Chinese culture and it is at the core of our company's charter - we believe in complete harmony between our company and our customers, our company and our suppliers and our company and the international community we all live in. We place our customers and suppliers first in all aspects of our business and it ensures our long-term success.
Whether you are a Chinese hospital or company that needs the latest technology to improve your products or services or a manufacturer in the USA, Japan, or Europe that needs a responsible growth channel in the China market, SINO UJE, Ltd. is the right place to call.
****Management
James Bickel, Chairman of the Board and President - Mr. Bickel (age 69) has over 40 years of experience in sales and senior management positions with manufacturing-based companies: Allison Spring and Manufacturing (1968-1973), Bicor Machinery and Manufacturing (1974-1979), and Keel Corporation (1980-1986), all California based manufacturing companies of high-tech metal parts and assemblies. From 1980 to 1995 Mr. Bickel owned his own Formula Ford racing team running in the West Coast Series. He also sponsored and helped manage a two car TransAm team in partnership with RPM Racing, during this time they followed the Indy Car/Cart series racing at most of the major venues in the US. For a brief period he sponsored an Indy Car which raced at Indinapolis and his racing interest dates back to the days with the Granatell's at the Indy 500. From 1986 to 2002 Mr. Bickel served as vice president of Uniglobe USA and president of Uniglobe Midpacific and assisted in building a national travel franchise system with over 900 locations. He later built a golf retail franchise system. Since 2002 Mr. Bickel has acted as vice president and secretary of the World Health and Education Foundation and as vice chairman of MedChannel LLC, a medical device company serving radiology and surgical markets. Mr. Bickel currently serves as Chief Operating Officer and a member of the Board of Directors of GTREX Capital, Inc. Mr. Bickel also serves as a member of the Board of Directors of CLX Investment Company, Inc. and Franchise Capital Corporation. Mr. Bickel served on the Board of Directors of Sovereign Exploration Associates International Inc. during 2005.
The Company entered into an Employment Agreement with James Bickel dated January 26, 2006. The Employment Agreement has a twelve-month term, subject to renewal upon agreement of the parties. Under the Agreement, Mr. Bickel is entitled to an annual salary of $60,000. Mr. Bickel also entered into a Director’s Agreement with the Company dated January 5, 2007. The agreement has a twelve-month term, subject to renewal upon agreement of parties. Under the agreement, he is entitled to $2,000 a month for services provided.
Bruce Ruberg, CFO and Secretary - Mr. Ruberg, who graduated from the University of Illinois at Urbana - Champaign with a Bachelor of Science degree in accounting, is the founder and current principle of Arete Resource Group, a finance and IT consulting firm. From 1999 through 2002, Mr. Ruberg served as vice president of finance and controller with Zhone Technologies. From August 2002 through March 2005, Mr. Ruberg served as vice president of finance and controller with Aspect Communications, a leading provider of call center solutions and applications. From September 2005 through October 2006, Mr. Ruberg served as vice president of finance and operations controller with JDSU, a leading designer and manufacturer of agile optical networks (AON) as well as one of the leading communication test equipment suppliers. In addition, his past experiences have included several management and controller positions with various distribution and communication companies.
Gary Nerison, Independent Director – Mr. Nerison (age 68) is an experienced entrepreneur in commercial real estate and loan brokerage companies. With his rich business commercial real estate background, over the last 36 years, Mr. Nerison has initiated and led to growth several commercial real estate and loan brokerage companies. In 1998, he founded a loan brokerage firm placing venture loans for new business, which he still currently manages. Since 2002, he has been the Co-founder and President of World Health and Education Foundation, a charitable organization. Mr. Nerison attended Augustana College in Sioux Falls, South Dakota with Major in Economics. Mr. Nerison also serves on the Board of Directors of GTREX Capital, Inc.
Manhong Liu, Independent Director - Ms. Liu is the founder (2000), and current chairman and chief economist of VCChina Ltd, a global investment and consultation firm based in Beijing, China. VCChina, Ltd's operations include venture capital investment advisory services, venture capital investment, consulting services, and educational services. Under Ms. Liu's leadership, VCChina, Ltd has become one of the leading companies in China's venture capital market. Ms. Liu has a doctoral degree of economics of Cornell University. She served as research faculty of Harvard University from 1993 to 1997 and is currently professor and Ph.D. student mentor of Renmin University of China. She is also Financial Advisor to Beijing Municipal Government, Director of Boston China Finance Research Center in USA, Director of VC Research Center of Renmin University of China, and Honorary Vice Director of VC Association of China.
The Board of Directors now consists of James Bickel, Gary Nerison and Manhong Liu.
4115 Blackhawk Plaza Circle, Suite 100
Danville, California, 94506
Phn: 951.587.3618
Fax: 951.587.8866
Transfer Agent
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317 SW Alder St., 2nd Floor
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Phn: 503.227.2950
Fax: 503.227.6874
Financial Service Advisor
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Newport Beach, CA 92660
(949) 777-8600 Main
MCF's market maker's list:
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Investor Relations
Gemini Financial Communications
Andrew Beyer
951-587-8072
investors@s3investments.com
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Office: 317-867-2839 -- Fax: 317-896-2162
****Recent SEC filings
November 21, 2006 - Form 10-Q freerealtime.brand.edgar-online.com
During the three months ended September 30, 2006, the Company experienced a net loss of $189,660 or approximately ($0.00009) per share compared to a net gain of $109,241 or approximately $0.0001 per share for the same period last year. The Company generated $744,924 of revenue in the three month period ended September 30, 2006 compared to $170,993 of revenue for the same period ended September 30, 2005.
November 17, 2006 - Form 10-K freerealtime.brand.edgar-online.com The recently filed 10-KSB reports total revenues of $3,779,563 and a gross profit of $2,415,008 for the twelve-month period ending June 30, 2006, as compared to $93,028 total revenues and a $79,198 gross profit for the same period last year. S3 reported a net operating gain of $737, 099 as compared to a net operating loss of $2,014,314 for the 2005 fiscal year. The net gain from operations for the period was $421,869, as compared to a loss of $1,806,568 for the same period last year.
November 7, 2006 - Form 8-K freerealtime.brand.edgar-online.com
S3 Investment Company, Inc., a California Corporation (the "Company”) entered into a Letter Agreement (the “Letter”), dated November 7, 2006 with La Jolla Cove Investors, Inc. (“La Jolla”). Under the terms of the Letter, La Jolla released all of their interest in and waived all of their rights under the Warrant to Purchase Common Stock Agreement (the “Agreement”) that the Company entered into on June 2, 2006...
September 28, 2006 - Form NT 10-K freerealtime.brand.edgar-online.com
S3 Investment Company anticipates reporting a net gain of approximately $1,466,057 for the fiscal year ended June 30, 2006 as compared to the net loss of $2,928,959 for the fiscal year ended June 30, 2005. The net gain is attributed to the profit generated by S3 Investment Company’s subsidiaries, Redwood Capital, Inc. and Sino UJE, LTD.
June 2, 2006 - Form 8-K
freerealtime.brand.edgar-online.com
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 2, 2006, S3 Investment Company, Inc., a California Corporation (the "Company”), entered into a Warrant to Purchase Common Stock Agreement (the “Agreement”) with La Jolla Cove Investors, Inc. Under the terms of the Agreement, in exchange for a warrant premium of $150,000, the Company issued to La Jolla Warrants to purchase up to 4,000,000,000 shares of the Company’s Common Stock (the “Warrant Shares”). Beginning on the date that a registration statement becomes effective that registers the Warrant Shares, La Jolla will commence exercising the Warrants, see Exhibit 10.1 attached hereto.
The Company will deliver 100,000,000 restricted shares of the Company’s Common Stock to La Jolla who will hold the shares pending the effectiveness of the registration statement for the Warrant Shares. If the registration statement is not effective within 9 months of June 2, 2006, the shares will be kept by La Jolla as liquidated damages. If it is effective within 9 months, La Jolla shall return such shares to the Company.
May 25, 2006 - SCHEDULE 14A (Amendment No. 1)
freerealtime.brand.edgar-online.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF S3 INVESTMENT COMPANY, INC. TO BE HELD ON JULY 13, 2006 AT 1:00 P.M.
The Annual Meeting of Stockholders (the "Meeting") of S3 INVESTMENT COMPANY, INC, a California Corporation (the "Company"), will be held at the Company’s corporate offices at 43180 Business Park Dr, Suite 202, Temecula, California 92590 on July 13, 2006, at 1:00 P.M., local time, to consider - and vote on the following proposals:
PURPOSE OF MEETING
1) To consider and vote upon a proposal to amend the Company's Articles of Incorporation:
a. To authorize ten billion shares of capital stock of the Company, of which 9,900,000,000 shares will relate to common stock and 100 million shares will relate to preferred stock, subject to further designation by the Board of Directors of the Company; and
2) To elect to the Board of Directors three (3) directors, to serve until the next Annual Meeting of Stockholders of the Company or until their successors are elected and qualify, subject to their prior death, resignation or removal; and
3) To ratify the appointment of Chisholm, Bierwolf & Nilson as the Company’s independent public accountants for the fiscal year ending June 30, 2006; and
4) To ratify the appointment of Parson Law Firm as the Company’s general counsel; and
5) To transact such other business as may properly come before the Meeting and any adjournments thereof.
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JUNE 7, 2006 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING.
****Highlights from recent press releases
From February 9, 2007 press release marketwatch.com.
S3 today announced that its Board of Directors has appointed Bruce Ruberg to serve as the company's chief financial officer and secretary. Mr. Ruberg, who has over 25 years experience as a finance executive, was appointed to replace Kenneth Wiedrich who resigned from the company effective March 15, 2007. Details of Mr. Ruberg's appointment and the change in corporate headquarters have been filed as a Current Report on Form 8-K with the Securities and Exchange Commission.
From February 9, 2007 press release
marketwatch.com.
S3 Investment Company, Inc. (PINKSHEETS: SEIH), a holding company with two subsidiaries doing business in the China market, today announced its Board of Directors has voted to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1-for-150 shares.
From November 22, 2006 press release s3investments.com
S3 Investment Company Announces Agreement with Merriman Curhan Ford & Co., Broker-Dealer and Investment Bank, for Financial Advisory Services
From November 21, 2006 press release s3investments.com
S3 Investment Company Files Quarterly Financial Report The 10-QSB reported total revenues of $744,924 for the period, up from $170,993 for the same three-month period in 2005. Gross profit for the quarter was $125,772, as compared to $70,461 for the same period last year.
From November 17, 2006 press release s3investments.com
The recently filed 10-KSB reports total revenues of $3,779,563 and a gross profit of $2,415,008 for the twelve-month period ending June 30, 2006, as compared to $93,028 total revenues and a $79,198 gross profit for the same period last year. S3 reported a net operating gain of $737, 099 as compared to a net operating loss of $2,014,314 for the 2005 fiscal year. The net gain from operations for the period was $421,869, as compared to a loss of $1,806,568 for the same period last year.
From November 10, 2006 press release s3investments.com
S3 Investment Company, Inc. chief executive officer Jim Bickel today commented on the cancellation of its financing and warrant agreement with La Jolla Cove Investors and how this issue has delayed the filing of S3's 2006 annual report. |
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