Monday, January 28, 2008

VisCorp, Inc. acquires BVI-controlled Chengdu Tianyin Pharmaceutical and completes private placement in the amount of $10.2 mln

On January 16, 2008, Delaware corporation Viscorp, Inc. acquired all of the issued and outstanding capital stock of Raygere Limited, a company organized under the laws of the British Virgin Islands. This BVI company conducts its business through China-based Chengdu Tianyin Pharmaceutical Co., LTD., a corporation that develops, manufactures, markets and sells traditional Chinese medicines and other pharmaceuticals.

The company Chengdu Tianyin was established in 1994, acquired in whole by the current management team in 2003. The company currently manufactures and markets a comprehensive portfolio of 34 products, having an extensive nationwide distribubtion network throughout China. For the fiscal year 2007 ending June 30, Chengdu Tianyin achieved revenue and net income of US$20.36M and US$4.22.

As a result of the above Share Exchange, 12,790,800 shares of VisCorp common stock were issued to Raygere, and the BVI company became Viscorp's wholly owned subsidiary. Following the share exchange, VisCorp's operations will consist primarily of the operations of Tianyin. Also, pursuant to the share exchange, VisCorp will change its name to Tianyin Pharmaceutical, Co., Inc.

Along with the closing of the share exchange, VisCorp completed a private equity financing of $10,225,000, with 24 accredited investors. Net proceeds from the offering in the amount of approximately $9,200,000 will be used principally to the expansion of Tianyin's manufacturing facility located in Chengdu. In connection with the financing, the company agreed to file a registration statement for the resale of the Common Stock underlying the Securities on or before February 14, 2008.

After the Share Exchange and conversion of the notes into common stock, Viscorp will have 14,587,500 issued and outstanding shares of Common Stock. Effective as of the close of the share exchange, VisCorp's officers resigned and appointed Dr. Guoqing Jiang, MD as Chairman of the Board and CEO; the other executive officers of Chengdu Tianyin will be elected as executive officers of VisCorp in the near future.

Tuesday, January 22, 2008

JMG Exploration terminated the Share Exchange Agreement with BVI-domiciled Newco Group Limited

The US oil and gas corporation JMG Exploration, Inc., which reported on the acquisition of the BVI holding company Newco Group in August 2006, has announced the termination of share exchange with this company organized under the laws of the British Virgin Islands. The Agreement has failed to close as of December 31, 2007, and the termination is effective immediately.

Currently terminated share exchange was contemplated by the Share Exchange Agreement by and among JMG, Newco, Bahamas-incorporated ESAPI Ltd., and some other parties, dated September 5, 2007. Also, pursuant to a Loan, Stock Pledge and Security Agreement, in September 2007 JMG made a $3 million loan to BVI-based Newco, to enable Newco to purchase approximately 39% interest in Indian company Iris Computers Ltd. The loan bears annual interest of 8%; by its terms, it expired on December 31, 2007. The BVI company has failed to repay the loan and any accrued interest on the loan to JMG.

A notice was sent by JMG to Newco on January 3, 2008, informing that Newco is in default under the Loan Agreement and, if the default is not cured within 15 days, JMG will act as a secured creditor, transferring the shares of Newco into the name of JMG. US company tried to settle the matter, offering to allow Newco to repay, on certain terms, the $3mln loan and accrued interest until March 31, 2008. The offer also required that JMG and Newco mutually release each other from further liability. Newco had to accept the offer until January 10, 2008.

JMG's Board of Directors has elected to extend existing warrants for an additional year with and expiration in January 15th, 2009. The strikes prices on the warrants will remain in place.

Friday, January 18, 2008

CTDC announces disposal of its BVI-domiciled subsidiary

BVI-incorporated China Technology Development Group Corporation (CTDC) announced that it has completed another step in its strategic plan to focus management and operating resources on the principal business of solar energy.

The company disposed its subsidiary China Natures Technology Inc. (also registered in the British Virgin Islands) to an independent party for HK$10,000,000, pursuant to the sale and purchase agreement dated December 18, 2007. The net proceeds of the disposal will be used to further develop solar energy business of the CTDC.

Major terms of this agreement were approved by the shareholders on the annual general meeting held on October 19, 2007.

CEO of the BVI corporation Alan Li said that the transaction of disposal of non-core business will allow “increased focus of management and financial resources on our core activities and will put the Company in a stronger position to move forward in the solar energy business."

Several days before disposal of BVI registered subsidiary China Technology Development Group Corporation announced the completion of the purchase from China Biotech Holdings Limited of the plant located at China Merchants Zhangzhou Development Zone, for manufacturing PV solar thin film base plates.

The BVI corporation which provides renewable energy solutions and applications focusing in solar energy and works mainly in China, now expects to complete the installation of the showcase production line by this month already, and to be operational in late 1st quarter to early 2nd quarter of 2008. China Technology will announce additional details of its production plans and products at a later date.

Alan Li, commented that the purchased facility is well-located in a valuable and expanding area which offers excellent transportation systems, and the necessary infrastructure to support company's business.

Monday, January 14, 2008

ForeFront enters into Agreements to sell its golf accessories business and re-incorporates in the British Virgin Islands

ForeFront Holdings, Inc. has entered in the beginning of January into a series of agreements concerning its business of manufacturing and marketing of golf accessory products, to a ForeFront's wholly-owned subsidiary, Forefront (BVI) Ltd., newly incorporated under the law of the British Virgin Islands. The agreements will provide for the contribution of the business to the above-mentioned BVI company, and its sale, subject to shareholder approval, to Stanford Venture Capital Holdings, Inc. The purchase price for the sale of Forefront's golf accessories business to Stanford Venture will be company's cancellation of all debt owed to it by Forefront as of the closing of the transactions (about $16 mln).

By the agreement, immediately after sale of its golf accessories business Forefront will acquire the optical transceiver business and the contract rights, customer lists, intellectual property and other intangibles necessary to allow Forefront (BVI) Ltd. to continue the broadband multimedia technologies for digital home applications business of various subsidiaries of Ligent International, Inc. and Hisense, Co. Ltd., major Chinese electronics manufacturer. The company will focus on the convergence of these broadband multimedia technologies to provide expanded high definition service to the consumer at reduced costs.

ForeFront also has entered into agreement to receive equities in an amount equal to $12 million from Stanford International Bank, an affiliate of Stanford Venture Capital Holdings that currently holds approximately 80% of Forefront's outstanding common stock. In connection with these transactions, Forefront will re-domicile in the British Virgin Islands, into ForeFront (BVI) Ltd.

Upon conclusion of the above transactions, current stockholders of Forefront Holdings, excluding Stanford Venture Capital Holdings and Stanford International Bank, will hold 1.8% of the outstanding common stock of Forefront (BVI) Ltd. The transferors of the optical transceiver and broadband multimedia technologies will get 80%; Stanford will hold 18.2% of Forefront (BVI) Ltd's outstanding common stock.

Friday, January 11, 2008

BVI-controlled Dalian Chuming Precious Sheen Co., Ltd. acquired

S3 Investment Company, Inc., a holding company with two subsidiaries doing business in the China market, has announced the close of acquisition of all of the issued and outstanding capital stock of the British Virgin Islands company Precious Sheen Investments Limited, by Nevada-registered Energroup Holdings Corporation. The press release on the acquisition was issued on January 7, 2008.

The BVI company Precious Sheen Investments Limited is a parent company of PRC-based Dalian Chuming, a pork processing company with the amount of sales USD $70.4 million in 2006, and USD $89.7 million in unaudited sales in the first nine months of 2007.

Dalian Chuming Precious Sheen Co., Ltd. is a leading regional producer and distributor of fresh and prepared meat products in Northeastern China, a region with 108 mln population. It is the first company in China's meat industry to receive “Green Food” Certification from the Ministry of Agriculture of the PRC. Chuming maintains industrialized hog slaughtering, processing and distribution facilities and is known for its international quality management standards and food safety certifications.

BVI-controlled Dalian Chuming is a client of S3's 100% owned Redwood Capital subsidiary, which also provided assistance to facilitate this transaction. Redwood Capital assists private Chinese companies in accessing US capital markets by utilizing a network of investment banking relationships to achieve reverse merger transactions.

The acquisition was accomplished by means of a share exchange in which the former shareholders of Precious Sheen Investments Ltd. received a controlling stake in Energroup Holdings Corporation.

Friday, January 4, 2008

BVI-based Sherwood offers to purchase Rentech

Sherwood Investment Overseas, an investment fund registered in the British Virgin Islands, has confirmed its previously stated interest in Rentech, Inc. by offering to buy the coal-to-liquid tech company, - but for the slashed price. The BVI fund sent a letter to Rentech informing about his wish to buy the company for $372.3 million, that is $2.28 per share.

According to the BVI investment fund, it already owns 5.3 million Rentech shares, or 3.2% of outstanding shares. Sherwood Investment Overseas Fund manages the money of an anonymous European family. The Los-Angeles company Rentech develops coal-to-liquid technology which turns coal into liquid fuel – a way to reduce dependency on foreign oil.

Previously Sherwood mentioned a higher offer that did not result in a deal. In November, the fund sent a letter to Rentech in which it said it "would be willing to put together a proposal at $2.70 per share to take the company private." Julian M. Benscher, the authorized signatory of Sherwood, told that the fund lowered its offer to reflect write-offs announced in the Rentech's quarterly earnings report. He also said that the BVI fund would finance a Rentech acquisition through a combination of its funds and other financing.

On Tuesday, Rentech closed with a market capitalization of $297.1 million. The question is whether Sherwood would be able to raise additional capital to fund Rentech's future projects, which estimate more than a billion dollars each.

The BVI fund Sherwood Investments Overseas is also trying to purchase Trans World Entertainment; in November the company announced a $7-per-share offer.