ATCO, N.J., Feb. 8, 2014 /PRNewswire/ -- US Fuel Corporation
(OTC Pink: USFF) ("USFF" or the "Company"), a company focused
solely focused on the flexible & efficient production of
synthetic fuels, announced today that the Company voluntarily
consented to a Settlement Offer (the "Offer") from the United
States Securities and Exchange Commission ("SEC"), revoking the
registration of the Company's common stock pursuant to Section
12(j) of the Exchange Act of 1934, as amended. As a result of this
Order, the Company's stock, which had traded in the
over-the-counter market and was quoted on the Pink Sheets
Electronic Quotation Service under the symbol "USFF," will not
trade publicly until the Company completes the re-registration
process of its stock under the Securities Exchange Act of 1934 (the
"Exchange Act") and a market maker makes the appropriate filings in
order to quote its stock on the Over The Counter Markets. The
Company will file a Form 10 with SEC in order to re-register its
stock pursuant to the Exchange Act and will immediately seek a
market maker to file a Form 15c2-11 to quote its stock over the
counter.
The Company had become delinquent in its periodic SEC reporting
requirements since the period ended December
31, 2012. In late December
2013, the SEC notified USFF that they were initiating an
administrative proceeding and hearing to suspend or de-register the
Company's common stock. After discussions with its board
members and outside counsel, in order to resolve the proceedings
and actions that the SEC had instituted against USFF, the Company
determined that voluntarily submitting an Offer of Settlement to
the SEC would be the most expedient path to its ultimate goal to
once again become full reporting and to have its stock quoted on
the Over The Counter Markets, as a stepping stone towards its long
term goal of listing on NASDAQ.
The revocation of the Company's registration will not have any
immediate adverse effect on the operations of the Company.
Management is assessing the future needs of the Company and is
working to develop an appropriate strategy for moving forward,
including how best to maximize shareholder value. The decision to
consent to the SEC's Order was in part based upon the cost
associated with filing all past due filings, which would have been
considerably more than the costs associated with filing a
Registration Statement on Form 10. While there is considerable
expense associated with a registration statement, including the
requirement for audited financial statements for the previous two
years and a reviewed interim period, as the Company filed its
annual report on Form 10-K for the year ended December 31, 2012, the required audit is already
complete and the Company only has to complete its financial
statements for the interim period in order to file the Form 10.
Additionally, by voluntarily consenting to the Order, the Company
eliminated the high costs associated with litigation and the
uncertainty associated therewith.
Harry Bagot, USFF's President and
CEO stated "this is a voluntary event that will allow USFF to
attain the status that we desire and advance our business plan
forward at an expedited rate." The Company will file the Form 10 by
February 14, 2014 and as soon as
possible, have a market maker file its Form 15c2-11 to quote its
common stock on the over the counter markets. The Company will
dedicate itself to responding to any SEC or FINRA comments as
quickly as possible so that its common stock can once again be
registered and resume trading. Mr. Bagot commented that "The
Company will continue to further our GTL business plan, financing
options, and other growth opportunities that we are pursuing." In
recognition of his continued support and dedication to the Company,
Mr. Bagot adds, "We are all in this together - the Company's
management, including myself, sole source of compensation at this
time is directly related to the Company's success, which in large
part stems from having registered and listed common stock that has
sufficient liquidity to provide additional investment into the
Company...we are committed to gain that status back as soon as
possible."
The Company intends to continue to report on all material events
by posting such information on its website at
http://usfuelcorporation.com/ and through press releases.
Currently, stockholders will be able to transfer or sell their
shares only in exempt transactions that are in compliance
with the United States and applicable state securities
laws. Once the Company becomes current with its SEC reports,
including the filing of the Form 10 and clears the 15c2-11 filing,
the stock could then resume trading.
About USFF. USFF's goal is to build, own and
operate facilities which convert hydrocarbons into non-petroleum
based alternative fuels, such as diesel, gasoline and aviation (jet
fuel) and other valuable products. Taking a fresh and practical
approach to production and distribution, using the best new
technologies, and leveraging existing infrastructure, the Company
plans to use America's most abundant resources to economically
produce manageable quantities of high quality fuel close to end
use. These fuels, which can be used exactly like petroleum derived
fuels, deliver better performance, dramatic across-the-board
reductions in all major criteria pollutants such as SOx, NOx,
particulate matter (PM), and hydrocarbon (HC) emissions, and can be
delivered through the existing distribution infrastructure with no
changes to equipment, pipelines, storage tanks, or retail
stations.
Safe Harbor Statement
This news release may contain "forward-looking" statements.
These forward-looking statements are only predictions and are
subject to certain risks, uncertainties and assumptions that could
cause actual results to differ from those in the forward
looking-statements. Potential risks and uncertainties include such
factors as uncertainty of consumer demand for the Company's
products, as well as additional risks and uncertainties that may be
outside of the Company's control. Actual results may differ
materially from the forward-looking statements in this press
release. Statements made herein are as of the date of this press
release and should not be relied upon as of any subsequent date.
The Company does not undertake, and it specifically disclaims, any
obligation to update any forward-looking statements to reflect
occurrences, developments, events or circumstances after the date
of such statement.
Contact:
Fred
Frisco
1 856 322 6527
SOURCE US Fuel Corporation