** Past Successful Reverse Mergers: CYBR
1. Mar.22/2006 – a bankrupt shell (bankrupt in Oct.2004) – CYBR – begins to show signs of life on some volume. O/S was ~ 80 mil. Runs from 0.001 to 0.007.
2. Mar.27/2006 – a complicated merger program is announced which involves merging the CYBR shell with “US Sustainable Energy Corporation”, right after bankruptcy reorganization on May 8, 2006. Now trades at 0.015.
3. Apr.5/2006 – USSEC begins issuing news. Now trading at 0.04-0.05.
4. Apr.24/2006 – this week, all ethanol and alternative energy stocks run hugely. CYBR runs from 0.05 to 0.50.
5. Jul.21/2006 – CYBR trading was halted as company failed to keep its filings current, and failed to emerge from bankruptcy.
Entire run was from 0.001 to 0.50 or 50,000%
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TAMPA, Fla., Mar 27, 2006 (BUSINESS WIRE) -- EarthFirst Technologies, Incorporated (EFTI) ("EarthFirst" or "the Company") announced today that its Board of Directors has approved in principle a merger of the Company with Cast-Crete Corporation ("Cast-Crete").
Cast-Crete is Florida's largest supplier of precast and prestressed concrete products to the housing industry. Cast-Crete products were used in more that 100,000 homes built in Florida in 2005. Closing of a transaction is subject to due diligence by both Cast-Crete and the Company and a fairness opinion on behalf of EarthFirst. The parties hope to effectuate a merger late in the second quarter of 2006. After the merger, the Company plans on changing its name to Cast-Crete.
he current proposed merger transaction contemplates that the Company's identification will be related to the housing industry. It is currently anticipated that the Company's plans to effectuate the merger will likely include the following:
1. Prime Power Residential, the Company's subsidiary that services the housing industry will remain in EarthFirst after the merger. 2. All technology initiatives are planned to be aggregated in one entity entitled U.S. Sustainable Energy Corporation ("U.S. Sustainable"). U.S. Sustainable would comprise all liquid and solid waste technologies, rights to the Balanced Oil Recovery System ("BORS"), as well as various carbon technologies developed by the Company. U.S. Sustainable would become a separately trading public company. U.S. Sustainable plans to merge with CyberCare Technologies, Inc. ("CyberCare") after confirmation of CyberCare's Chapter 11 Plan of Reorganization, currently scheduled for May 8, 2006. CyberCare would change its name to U.S. Sustainable Energy Corporation. 3. Certain segments of the Company's commercial electrical business would be repositioned to support the corporate identity set forth above.
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TAMPA, Fla., Apr 05, 2006 (BUSINESS WIRE) -- CyberCare, Inc. ("CyberCare") (Pink Sheets:CYBR) today announced the following progress by U.S. Sustainable Energy Corporation, the intended Plan of Reorganization proponent, and surviving entity after CyberCare emerges from reorganization proceedings.
U.S. Sustainable Energy Corporation ("the Company") has received an inducement into tax-exempt Industrial Revenue Bond (IRB) Gulf Opportunity Zone financing in the amount of $50 million under the Rural Economic Development Finance Program in the Port of Natchez, Adams County, Mississippi.
The approval and inducement came after an extensive review of the potential of the Company's technologies to produce Bio Fuels, including Bio Diesel, from readily available agricultural feedstocks.
U.S. Sustainable Energy comprises a family of technologies that focus on the development of energy from sustainable sources, and the conversion of waste into energy or other usable products.
The Company's technologies will include the rights to the patents and intellectual property currently contained in EarthFirst Technologies, Inc. (EFTI) .
CyberCare, Inc., Tampa John Stanton, 813-621-4641
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Tue, Apr 11, 2006 - • U.S. Sustainable Energy Corporation Announces Discussions with Cornell University's James P. Lassoie, Ph.D
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AMPA, FL, Apr 18, 2006 (MARKET WIRE via COMTEX) -- U.S. Sustainable Energy Corporation ("U.S. Sustainable" or "the Company") announced today that it is investigating and conducting joint research with Nanobac Pharmaceuticals, Inc. ("Nanobac") (OTC BB: NNBP) on a possible connection between nanobacteria, or calcifying nano-particles, and its proprietary process for the production of biofuels from various biomass feedstocks using the Company's technologies.
The Company's technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (EFTI) . Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (CYBR) . After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intend to combine the existing energy technologies with CyberCare's technology assets. The surviving entity will be known as U.S. Sustainable Energy Corporation.
Nanobac has previously announced published research that demonstrated the role nanobacteria play in the production of electricity. A fuel cell was used to enrich a microbial consortium generating electricity. Nanobacteria-like particles were present on the biofilm surface.
John Stanton, Chairman of both Nanobac and U.S. Sustainable, stated that Nanobac's continuing research with the National Aeronantics and Space Administration ("NASA") suggests potential energy, as well as healthcare, implications of nanobacteria. Our goal is to discover, or invent, and then commercialize technologies that enhance our way of life through sustainable energy development that "does no harm" to our health, or environment.
It has been substantiated that calcific diseases propagate in microgravity because nanobacteria growth in that environment is accelerated. We are specifically investigating whether or not the vacuum created in the biofuel production process might accelerate nanobacteria growth, thus enhancing biofuel productivity.
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April 19, 2006, 2:52pm - U.S. Sustainable Energy Corporation Announces Unique Soygas
TAMPA, FL--(MARKET WIRE)--Apr 19, 2006 -- U.S. Sustainable Energy Corporation ("U.S. Sustainable" or "the Company") (Other OTC:CYBR.PK - News) and Alchem Laboratories announced today the creation of a new biogas, which is a direct derivative of the whole raw soybean. The "soygas" is created from the transformation of soybean into a biofuel. The gas from the transformation of soybeans is not natural gas, according to Glen Barnett, Alchem Chemist of Alchem. The soygas created from the application of the Company's proprietary process to raw soybean feedstock has unique properties that are described in recent patent filings.
The soygas produced by the Company has greater energy density than natural gas, is renewable and a "green" product in that it is environmentally friendly.
U.S. Sustainable Chairman John Stanton noted, "This gas burns so clean that you cannot see the flame even though lab reports indicate an unusually high BTU per standard cubic foot."
The Company's technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (OTC BB:EFTI.OB - News). Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (Other OTC:CYBR.PK - News). After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intend to combine the existing energy technologies with CyberCare's technology assets. The surviving entity will be known as U.S. Sustainable Energy Corporation.
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April 20, 2006, 11:13am - U.S. Sustainable Energy Corporation Announces Improved Feedstock Yield and Biofuel Flexibility
TAMPA, FL--(MARKET WIRE)--Apr 20, 2006 -- U.S. Sustainable Energy Corporation ("U.S. Sustainable" or "the Company") (Other OTC:CYBR.PK - News) announced today that it produces in excess of 3 gallons of biofuel from one bushel of raw soybean. The yield of 3 gallons of biofuel per bushel is approximately twice as great as the yield of biodiesel from the same input. Variations of the biofuel have been used to operate a diesel generator, Mercedes Benz 300, Bobcat and a gasoline lawn mower.
"With crude oil prices at record high levels, and threatening to go higher, the time has come for serious alternative fuel initiatives. We believe our technologies can lead the way to a 'Manhattan project' in alternative fuels, based upon renewable, sustainable sources of energy," stated John Stanton, Chairman.
The Company's technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (OTC BB:EFTI.OB - News). Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (Other OTC:CYBR.PK - News). After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intend to combine the existing energy technologies with CyberCare's technology assets. The surviving entity will be known as U.S. Sustainable Energy Corporation.
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May 3, 2006, 12:29pm - U.S. Sustainable Energy Corporation Announces Definitive Merger Terms With CyberCare, CyberCare to Effect 1:10 Reverse Split
TAMPA, FL--(MARKET WIRE)--May 3, 2006 -- U.S. Sustainable Energy Corporation ("U.S. Sustainable" or "the Company") (Other OTC:CYBR.PK - News) announced today that it has agreed to definitive terms for a merger agreement with CyberCare, Inc. "We are very pleased to announce these definitive terms," stated John Stanton, Chairman. "We are very excited by the breakthrough developments that have been announced at U.S. Sustainable. With a global focus on finding alternative renewable environmentally friendly fuels, we will have the potential to revolutionize the way fuels are produced and consumed by mankind. We are now able to produce in our fully operational facility Bio Fuels, including fuels for diesel, gasoline, and natural gas engines, from readily available agricultural feedstocks such as soy and corn. Furthermore, we think these fuels can be produced at a fraction of historical costs without waste by-products. In addition our patent pending 100% soy pigment qualifies under the 1994 Vegetable Oil Act for government printing. U.S. Sustainable Energy comprises a family of technologies that focus on the development of energy from sustainable sources, and the conversion of waste into energy or other usable products."
The Company's technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (OTC BB:EFTI.OB - News). Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (Other OTC:CYBR.PK - News). After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intends to combine the existing energy technologies with CyberCare's technology assets. The surviving entity will be known as U.S. Sustainable Energy Corporation.
Under the terms of the agreement, CyberCare will effect a 1:10 reverse split of its stock in connection with its Plan of Reorganization. CyberCare will then issue approximately 100 million restricted shares to U.S. Sustainable to complete the merger transaction. Closing is expected within the next 60 days.
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Monday June 19, 2006, 12:13 pm ET - U.S. Sustainable and CyberCare Announce Merger Update
TAMPA, FL--(MARKET WIRE)--Jun 19, 2006 -- U.S. Sustainable Energy Corporation ("U.S. Sustainable" or "the Company") and CyberCare, Inc. ("CYBR") (Other OTC:CYBR.PK - News) announced the following progress on their proposed merger agreement. CyberCare, Inc. filed its Plan of Reorganization ("Plan") and related Disclosure Statement on June 16, 2006. The Bankruptcy Court should schedule a hearing on confirmation of the Plan within 30 days.
Upon confirmation of the Plan, CyberCare, Inc. will change its corporate name to U.S. Sustainable Energy Corporation.
The Company also contemplates that its technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (OTC BB:EFTI.OB - News). Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (Other OTC:CYBR.PK - News). After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intends to combine the existing energy technologies with CyberCare's technology assets. The surviving entity will be known as U.S. Sustainable Energy Corporation.
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TAMPA, FL, Jun 27, 2006 (MARKET WIRE via COMTEX) -- U.S. Sustainable Energy Corporation ("U.S. Sustainable" or "the Company") (PINKSHEETS: CYBR) announced today that confirmation of CyberCare's Plan of Reorganization is scheduled for July 25, 2006.
"We are very pleased to announce this definitive confirmation date," stated John Stanton, Chairman. "We are very excited by the breakthrough developments that have been announced at U.S. Sustainable. With a global focus on finding alternative renewable environmentally friendly fuels, we will have revolutionized the way fuels are produced and consumed. In our fully operational facility we are now able to produce Bio Fuels, including fuels for diesel, gasoline, and natural gas engines, from readily available agricultural feedstocks such as soy and corn."
The Company's technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (EFTI) . Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (PINKSHEETS: CYBR). After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intends to combine the existing energy technologies with CyberCare's technology assets. The surviving entity will be known as U.S. Sustainable Energy Corporation.
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Jul 21, 2006 (SECURITIES AND EXCHANGE COMMISSION RELEASE/ContentWorks via COMTEX) -- The Commission announced the revocation of the registration of securities of CyberCare, Inc. (CyberCare) of Boynton Beach, Florida registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) on July 21, 2006.
In its Order revoking the registration of securities of CyberCare registered with the Commission pursuant to Section 12(g) of the Exchange Act, the Commission found that CyberCare had failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, while its common stock was registered with the Commission in that it has not filed an annual report on Form 10-KSB since April 15, 2002, or quarterly reports on Form 10-QSB since Nov. 20, 2002.
The Commission cautions brokers, dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company.
Further, brokers and dealers should be alert to the fact that, Section 12(j) provides, in pertinent part, as follows:
No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.
Without admitting or denying the facts or allegation in the Order Instituting Proceedings, Making Findings, and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934, CyberCare, Inc. consented to the entry of an order finding that it had failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of CyberCare's securities registered with the Commission pursuant to Section 12 of the Exchange Act. (Rel. 34-54188; File No. 3-12370)
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August 30, 2006
CyberCare Corporation Announces Update on CyberCare's Plan of Reorganization and Proposed Merger With U.S. Sustainable Energy Corporation
CyberCare, Inc. ("CyberCare," or "the Company") (PINKSHEETS: CYBR) and U.S. Sustainable Energy Corporation ("U.S. Sustainable") today provided the following update on CyberCare's Plan of Reorganization and the anticipated merger.
Confirmation of CyberCare's Plan of Reorganization has been delayed several times, and is now expected to occur in October 2006. Confirmation delays have hindered the company's ability to raise capital and implement the business plan of U.S. Sustainable. Accordingly, U.S. Sustainable has entered into an agreement to merge with Global Realty Development Corp. ("GRD") (OTCBB: GRLY).
Hence "Under the terms of the proposed merger between U.S. Sustainable and Global Realty, shareholders of record of CYBR as of August 15, 2006 will be issued one share of Global Realty for every five shares of CYBR beneficially owned on the record date."
The merger with Global Realty will be implemented in two steps, with the intent of preserving the CyberCare shareholder rights, and restoring the shareholders to their equity interest in U.S. Sustainable after completion of CyberCare's reorganization.
About CyberCare
The Company's technologies will include the rights to the certain patents and intellectual property rights currently contained in EarthFirst Technologies, Inc. (OTCBB: EFTI). Under EarthFirst's previously announced planned merger with Cast-Crete Corporation, EarthFirst/Cast-Crete will become the co-proponent of the Plan of Reorganization of CyberCare, Inc. ("CyberCare") (PINKSHEETS: CYBR). After the merger with Cast-Crete and CyberCare's emergence from reorganization, EarthFirst/Cast-Crete intends to combine the existing energy technologies with CyberCare's technology assets.
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