PXCE - new pubcor - DD

[James516]

Pax Plans Merger With Tech Company Targeting Exploding Mobile Social Media Market

WILMINGTON, DE -- (Marketwire) -- 02/11/09 -- Pax Clean Energy, Inc. (OTCBB: PXCE) ("Pax" or the "Company") announces today that it has approved a Letter of Intent ("LOI") towards a merger with a technology company targeting applications in the exploding mobile social multi-media market. The company has shown that it has developed new market breakthrough technologies in mobile video sharing that can be leveraged to revolutionize how mobile video is used across wireless carriers and devices.

This privately owned, stealth-mode, American company has developed a platform technology that can be used to provide multiple solutions and applications to mobile users and wireless carriers world-wide. According to market research house Infonetics, revenue from mobile video services worldwide hit US$5.6 billion in 2008, growing dramatically from US$46.2 million in 2005. The merged Company will target this expanding opportunity with its breakthrough technologies.

The transaction is subject to all customary closing conditions. One of the conditions of the merger includes the cancellation of all shares owned by the current management and any of their corporations, leaving just 17.64 million common shares outstanding. As consideration for the merger, the private company will receive 16 million preferred shares that will be restricted from sale or trade for a period of not less than three years, unless certain strategic transactions or events occur prior to that time. These terms will not be negotiated and will be included in the final agreement.

Due to confidentiality and non-disclosure agreements, details of this acquisition will only be announced upon completion of the final contracts.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains 'forward-looking statements.' These are statements concerning plans, objectives, goals, strategies, expectations, estimates, intentions, projections, developments, future events, or performance, underlying (expressed or implied) assumptions and other statements that are other than historical facts. In some cases forward-looking statements can be identified by the use of forward-looking words such as 'believes,' 'expects,' 'may,' 'will,' 'should,' or 'anticipates,' 'estimates,' or the negative of these words or other variations of these words or comparable words, or by discussions of plans or strategy that involve risks and uncertainties. Management wishes to caution the reader that these forward-looking statements, including, but not limited to, statements regarding the Company's plans, goals the estimates and assumptions, and the business strategy of the Company and other matters that are not historical facts are only predictions. No assurances can be given that such predictions and the estimates regarding mineral reserves, success of mining plans, or other projections will prove correct or that the anticipated future results will be achieved. Actual events or results may differ materially. Forward-looking statements should be read in light of the cautionary statements and risks that include, but are not limited to, the risks associated with a small company, the intense competition the company faces from others, and technological changes. Any one or more of these or other risks could cause actual results to differ materially from the future results indicated, expressed, or implied in such forward-looking statements.

Pax Clean Energy, Inc.
P.L. Hammond, President

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Contact:
Pax Clean Energy, Inc.
1-250-655-3776


Source: Marketwire (February 11, 2009 - 9:00 AM EST)

News by QuoteMedia

Compensated poster see full disclosure at Disclosure

[James516]

Pax Clean Energy, Inc.

OTC Bulletin Board: PXCE


Mar 09, 2009 09:01 ETPax Signs Agreement to Acquire Industry Leading Technology Company "Mobile Video Development, Inc."
WILMINGTON, DELAWARE--(Marketwire - March 9, 2009) - Pax Clean Energy, Inc. (OTCBB:PXCE) ("Pax" or the "Company") announces that it has entered into a Stock Purchase Agreement with Mobile Video Development, Inc. ("MVDI") an early stage technology company targeting applications in the exploding mobile social multi-media market. MVDI is developing new market breakthrough technologies in mobile video sharing that can be leveraged to revolutionize how mobile video is used across wireless carriers and devices. MVDI believes that it is poised to achieve mass appeal and acceptance in rapidly growing and potentially very large segments of the mobile wireless and social network markets. Through the business combination, the combined enterprise will take the initiative to move these new technologies into commercialization.

This privately owned, stealth-mode, New York based company is developing a platform technology (called THWAPR) that is expected to provide multiple solutions and applications to mobile users and wireless carriers world-wide. According to market research house Infonetics, revenue from mobile video services worldwide had been projected to hit US$5.6 billion in 2008, growing dramatically from US$46.2 million in 2005. This 12,000% increase represents the creation of a new noteworthy industry. The combined enterprise will target this expanding and lucrative opportunity with its breakthrough technologies.

THWAPR is intended to serve as a personalized, ubiquitous mobile video service that empowers users to create their own personal mobile media social network. THWAPR was conceived from the straightforward idea of enabling mobile device users to share the videos and pictures they capture on their mobile phones with anyone they wish - especially other mobile users. Inherent in this idea is the vision of mobile users capturing videos and sharing them immediately without delay; thus, enabling users to engage in multimedia "conversations". These conversations are made particularly compelling by their real-time and spontaneous nature. Using THWAPR, users will be able to create their own personal media social networks, providing the members with an innovative form of communication through the sharing of this rich media.

THWAPR'S market research and user feedback showed that just about every mobile user polled had a different use for the capabilities of THWAPR: from the business executive traveling across the world receiving a video from his family at home; to the real estate agent THWAP'ing a video of a newly listed home to her clients; to the student traveler blogging his vacation videos to his friends and family.

Significant new business and advertising uses are envisioned, including:

Two-way media news events, alerts, broadcasting and user-based incident reporting.

As a tool for Television broadcasting and reception of reality and/or competition-based programming for viral "clip" sharing.

Television broadcasting and reception of reality and/or competition-based programming.

Movie and or music companies could advertise trailers and/or music tracks and videos.

Mobile & online content companies could resell and/or license the technology to their network.

Social networking sites can now offer uploads of mobile video clips to their members.

Ticket retailers and live event promoters now can offer sponsored video transfer of events ranging from sports and fashion shows to concerts and club events!

Online e-card content would naturally assume its place within THAWPR as well.

Travel agents and holiday destination companies could sell travel vacations with beautiful imagery of white sand and blue water.

THWAPR will initially be a free service to the users, and is expected to be advertising supported. MVDI has designed THWAPR to be as easy to use as SMS (text messaging) - but it will include the powerful feature of built-in video sharing. The simple concept belies the extraordinarily difficult set of technical challenges in overcoming issues of multimedia data interoperability, the lack of standards, and device/carrier incompatibility in an extremely fragmented mobile industry. Currently, even with the most advanced handsets and carriers, it is virtually impossible to send a video captured on one mobile device to another with real certainty that the recipient will actually be able to view this media.

THWAPR Innovations are expected to be:

- Mobile technology for sending videos and photos directly to your friends' mobile phones, optimized for socialization and communication amongst users

- Supports the largest number of mobile carriers world-wide through its on-demand trans-coding and delivery service for the ultimate interoperability

- Supports most WAP enabled camera phones, smart-phones, and full-browsers for universal video playback

- No applications to download or on-deck solutions requiring a user to have a certain phone or operating system

- Extremely simple and easy to use - if you can send an SMS, you can create your own THWAPR channel

The acquisition of MVDI could provide PAX shareholders with a substantial increase in value and participation in a burgeoning industry. In keeping with management's commitment to our shareholders, no new common stock will be issued for MVDI and stock held by current officers and directors of the Company will be cancelled - leaving just 17.64 million common shares outstanding. The MVDI shareholders are to receive approximately 16 million shares of a to be issued new series of preferred shares that cannot be sold, transferred, pledged, hypothecated, or converted to common shares for a period of at least three years. In accordance with the Company's policy of 'performance-before-reward', these preferred shares will be restricted from sale for three years; they also cannot be converted to common shares for three years. Conversion to common may take place after the three years, provided management achieves the initial expansion objective of 10 million users. The preferred shares will have 5:1 voting rights and have a conversion rate of 36:1. This caveat imparts substantial incentive to the management team, and ensures the Company of time to mature and execute its growth strategy. Several corporate valuation models utilize a standard of $500 per user to appraise companies, using this standard, and our projected objective, this standard could possibly then value the Company at $5 billion. Management is targeting to achieve this goal in 2010 - subject to the certain business modeling and funding assumptions- and could attain over 200 million users in 2012.

This transaction is subject to all customary closing conditions and is anticipated to occur on or about April 15, 2009 assuming the SEC does not review the information statement which we are required to file with the SEC. In addition, the Closing is predicated on a change in the Company's corporate charter to change the Company name from Pax Clean Energy, Inc. to THWAPR, Inc. and the creation of a blank check series of preferred stock. The Company is extremely pleased to announce this acquisition and looks forward to the new management personnel taking their positions.

THWAPR technology is in beta testing stage, once the BETA is complete, we anticipate product launch later in 2009.


NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains 'forward-looking statements'. These are statements concerning plans, objectives, goals, strategies, expectations, estimates, intentions, projections, developments, future events, or performance, underlying (expressed or implied) assumptions and other statements that are other than historical facts. In some cases forward-looking statements can be identified by the use of forward-looking words such as 'believes', 'expects', 'may', 'will', 'should', or 'anticipates', 'estimates', or the negative of these words or other variations of these words or comparable words, or by discussions of plans or strategy that involve risks and uncertainties. Management wishes to caution the reader that these forward-looking statements, including, but not limited to, statements regarding the Company's plans, goals the estimates and assumptions, and the business strategy of the Company and other matters that are not historical facts are only predictions. No assurances can be given that such predictions and the estimates regarding revenues, profits, market share, software innovations, product developments, ideals or product concepts, currently existing or otherwise, or other projections will prove correct or that the anticipated future results will be achieved. Actual events or results may differ materially. Forward-looking statements should be read in light of the cautionary statements and risks that include, but are not limited to, the risks associated with a small company, the intense competition the company faces from others, and technological changes. Any one or more of these or other risks could cause actual results to differ materially from the future results indicated, expressed, or implied in such forward-looking statements.

Pax Clean Energy, Inc.

P.L. Hammond, C.A., President

(250) 655-3776


Pax Signs Agreement to Acquire Industry Leading Technology Company "Mobile Video Development, Inc."

Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.

[James516]

Success is Hereditary....


Look at the lineage coming into PXCE....


Management has a track record of success.


See for yourself..


Synthetica :: Companies




Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.

[James516]

Experienced Management Coming into PXCE


Maurizio Vecchione - Co-Founder, Executive Chairman and Board Member


Mr. Vecchione is a high-tech serial entrepreneur and investor. His career spans over 20 years and is now inspired by the belief that the Internet, wireless, digital video, and imaging are at an inflection point - poised to dramatically change the way we live and work.


He is currently a founding General Partner of management consultant, investment and turn-around boutique Synthetica Holdings LLC, a position he has held since the firm's founding in 2001. Mr. Vecchione has been involved in strategy formulation and capital formation for over a dozen early stage companies in software, internet, wireless and life-sciences, including development of next generation wireless infrastructure technologies with British Telecom. He has been responsible for over $1 Billion in capital market transactions including initial public offerings, mergers and acquisitions, private placements and strategic transactions.


Mr. Vecchione is recognized as a thought leader in emerging internet and wireless trends, is often quoted in business media and has appeared on CNN, Bloomberg, CNBC and has been quoted multiple times in the Wall Street Journal, Financial Times, New York Times, Business Week and other national and international publications. He was twice a finalist for Ernst & Young's Entrepreneur of the Year Award, was an award winner in the prestigious DEMO conference and an invited speaker at the exclusive TED event.


Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.

[James516]

Strong Management Strong Stock...


PXCE incoming management team has a track record of success.




Bruce Goldstein - Co-Founder, President & CEO and Board Member


Mr. Goldstein is a highly accomplished senior business executive with extensive experience as the driving force behind business development, strategic planning, and marketing. He possesses a unique combination of leadership, operational, strategic, and marketing expertise leveraged to successfully manage, restructure, and reposition commerce, media, and entertainment businesses. Mr. Goldstein has proven executive vision and ability in strategic partnership development, contract negotiation and closing, revenue stream generation, market trend identification and joint ventures.


Mr. Goldstein is a Managing Partner at Synthetica Holdings LLC, a management consultant, investment and turn-around boutique. He has been President of Mobile Video Development Inc., focusing on THWAPR from its inception. In 2003 Mr. Goldstein was brought in as special executive by InterActiveCorp's (formerly USA Networks) Home Shopping Network (HSN) to effectuate change in areas of media convergence, leveraging his relationships in the television, film and interactive media to plan and execute new opportunities and new channels of revenue opportunities. He is also a former Executive Vice President for Styleclick, a USA Networks company at the time. He was also part of the 2005 launch team at Conductor (formerly Link Experts). Conductor,(http://www.conductor.com/linking-solutionis ) an automated advertising exchange platform that improves an advertiser's natural search engine results on web and mobile, while offering publishers an additional revenue stream. Founded in 2005, Conductor has grown to become one of the fastest growing companies in New York. In 2008, the company had been selected as an AlwaysOn OnMedia 100 Winner, as a category winner of the Global250, and included in Silicon Alley Insider's 'World's Most Valuable Digital Start-ups'. Pax Signs Agreement to Acquire Industry Leading Technology Company "Mobile Video Development, Inc."




Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.

[James516]

PXCE Mgmt includes former CFO of Eathlink


One of the main differences between a run of the mill otc company and
an entity that is destined to great success is the quality of the management
team they put in place..


PXCE building a team experienced in start ups and public companies.


Barry Hall - Co-Founder, CFO and Board Member


Employment (current & historical)


Synthetica Holdings LLC.
Carlaris, Inc.
Xcaper Industries LLC.
Styleclick
Interactive Light, Inc.
EarthLink Network, Inc.
California Amplifier, Inc.
LA Cellular
Applied Solar Energy Corporation
Arthur Young & Company
United States Marine Corps
Luther Medical Products, Inc.
Myriant Inc.


Charitable or non-profit work includes positions at:


United Way of Ventura County
The Lung Association of Ventura County
Los Angeles County Cultural Diversity Board
Blue & Gold Committee of the Marine Corp Scholarship Foundation.


Barry has over 30 years of business experience that combines a strong accounting and financial
background with a deep knowledge and practice of general management. He has served as
CEO, COO or CFO for a variety of publicly and privately held Internet, high technology, and
telecommunications companies.


In July 2001 he co-founded Synthetica Holdings LLC., management consultant, investment and turn-around boutique. At Synthetica, he serves as Managing Director and Chief Financial Officer. Concurrently, Hall operates his own management consulting firm, Carlaris, Inc., specializing in strategic planning and management. Carlaris Inc.’s current clients include En2Go International, Inc., Jardinier Corporation and Xcaper Industries LLC., where he serves as its interim CEO.


From late 1999 to June of 2001, Hall was Executive Vice President and Chief Financial Officer of Styleclick, Inc., a developer of advanced computer graphics applications for on-line content management and visual merchandising. He was involved in the company’s sale to InterActive, Inc. (then USA Networks).


During 1998 and 1999, Barry acted, in a consulting role, as Chief Operating Officer and Chief Financial Officer of Interactive Light, Inc. While there he restructured this developer and producer of digital interactive entertainment in preparation for an Initial Public Offering. He also he coordinated and closed financings of $7.8 million dollars and implemented a variety of reporting systems for various departments within the company including accounting, program management and product development.


From 1995 to 1997 Barry was Executive Vice President and Chief Financial Officer of EarthLink Network, Inc., the nation’s largest independent Internet Service Provider. During this time he oversaw the capitalization of one of the country’s fastest growing companies, from start-up through Initial Public Offering. This included coordinating all activities surrounding five private financing rounds totaling $34.0 million, equipment lease financings totaling $17.0 million and a $28.0 million Initial Public Offering. He also negotiated leases on two buildings in excess of 135,000 square feet and oversaw their $7.5 million build-out. While at EarthLink, Hall developed accounting, budgeting and reporting systems and effectively communicated with analysts, bankers, stockholders and institutional investors.


From 1989 to 1994, Barry was Chairman and Chief Executive Officer of California Amplifier, Inc. At CalAmp he developed and directed the overall business strategy and marketing plan that turned this publicly held manufacturer of satellite television and wireless cable amplifiers from near bankruptcy to the #10 small corporation in the United States (Business Week, May 24, 1993). These activities included divesting the company of its defense products business, acquiring a 50% owned subsidiary, directing sales expansion to overseas markets, opening foreign offices and completing a secondary public offering of common stock for $9.0 million. During his tenure as CEO the price of the company’s stock increased fourteen-fold with five straight years of increased profitability and an annual compounded revenue growth rate of 57% during those five years.


From 1987 to 1989, Barry was Vice President Finance and Chief Financial Officer of LA Cellular which, at that time, was the nation’s premier cellular phone service provider. As CFO he was responsible for all financial and administrative aspects of the company including accounting, MIS, leasing, credit, collections and dealer service. While at LA Cellular, he developed an equipment leasing program and designed, sourced, purchased and coordinated the implementation of a new MIS system. He also conceived of and oversaw the development of an automated credit approval program which dramatically reduced credit approval time from four hours to less than three minutes. This specific technology was soon adopted by five other large-market cellular phone service providers with common ownership and ultimately became the basis on which credit reports are processed are processed today through the FICO scoring system.


From 1983 to 1987, Barry was Vice President Finance and Treasurer, Chief Financial Officer of Applied Solar Energy Corporation where he was responsible for accounting, MIS, purchasing and human resources. He also directed contract negotiations for this publicly held manufacturer of satellite solar cells and solar panels. During this time he negotiated a $50.0 million contract with Lockheed Corporation, coordinated activities on an $11.0 million Initial Public Offering, the acquisition of a $3.0 million subsidiary, the development of a budgeting and planning system. He eventually functioned as lead executive on the sale of the company to Stauffer Chemical Company.


Prior, from 1976 to 1983, Barry worked as an Certified Public Accountant and audit manager for Arthur Young & Company where he managed the audits of a variety of companies in the high-tech, financial services and restaurant industries.


From 1970 to 1973 he served in the United States Marine Corps as a tank platoon commander and as
member of the 1st Marine Division staff. He was promoted to the rank of First Lieutenant and was selected for the rank of Captain prior to his discharge.


Hall has also served on the Board Directors of two publicly held companies; Luther Medical Products, Inc. and Myriant Inc.


Additionally, he has served on Boards of numerous charitable and non-profit organizations including the
United Way of Ventura County, the Lung Association of Ventura County and the Los Angeles County Cultural Diversity Board. He currently serves on the Blue & Gold Committee of the Marine Corp Scholarship Foundation.




Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.

[James516]

Hot Stock in Potential Huge Market....


PXCE, through its pending purchase of Mobile Video Development, Inc, is entering
a market that is projected to have hit $5.6 BILLION in 2008.




This privately owned, stealth-mode, New York based company is developing a platform technology (called THWAPR) that is expected to provide multiple solutions and applications to mobile users and wireless carriers world-wide. According to market research house Infonetics, revenue from mobile video services worldwide had been projected to hit US$5.6 billion in 2008, growing dramatically from US$46.2 million in 2005. This 12,000% increase represents the creation of a new noteworthy industry. The combined enterprise will target this expanding and lucrative opportunity with its breakthrough technologies. Pax Signs Agreement to Acquire Industry Leading Technology Company "Mobile Video Development, Inc."




Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.

[James516]

Valuing this Company....


PXCE incoming management has set the targeted customer base by 2010 at 10 million users. Which could lead to a company valuation of $5 BILLION....


So what would the valuation be if they attain 200 million by 2012?.... $100 BILLION


.... provided management achieves the initial expansion objective of 10 million users ....This caveat imparts substantial incentive to the management team, and ensures the Company of time to mature and execute its growth strategy. Several corporate valuation models utilize a standard of $500 per user to appraise companies, using this standard, and our projected objective, this standard could possibly then value the Company at $5 billion. Management is targeting to achieve this goal in 2010 - subject to the certain business modeling and funding assumptions- and could attain over 200 million users in 2012.
Pax Signs Agreement to Acquire Industry Leading Technology Company "Mobile Video Development, Inc."




Market Medias was compensated $35,000.00 cash, for ONE month's service (March, 9th, 2009 to April, 9th, 2009), by a third party for the (PXCE.OB) profile, MARKET AWARENESS, "company material" and advertisement’s.