Schwabo Capital Corporation (TSX VENTURE:SBO.H) ("Schwabo" or the "Corporation")
Schwabo is pleased to announce that it has entered into a letter of intent dated
June 3, 2010 with AllCom, a Nevada corporation ("AllCom"), whereby the parties
have agreed to complete negotiations and enter into a definitive agreement for
the purchase of certain intellectual properties making up AllCom's "Universal
Office" platform, including a nonexclusive license to use the trademarks
"Universal Office", "Genie" and "AllCom" and other business assets utilized to
provide the services of AllCom (the "AllCom Assets").
The consideration to be paid by Schwabo for the AllCom assets shall be
52,600,000 Schwabo's shares, at an agreed price of $0.50 per share ($26,300,000)
consisting of 10,600,000 post-consolidated common shares, and 42,000,000 one
year convertible preferred voting shares, the preferred shares are convertible
on a one-to-one basis for post-consolidated common shares after 12 months from
the approval of the TSX "Qualifying Transaction". It is intended that this will
be the "Qualifying Transaction" for Schwabo under the applicable policies of the
TSX Venture Exchange (the "TSX-V"). The purchase of the AllCom Assets by Schwabo
is an arm's length transaction.
Upon completion of the Asset Purchase, the business currently carried on by
AllCom shall constitute the foundation for the business Schwabo plans to
conduct. After the closing, AllCom's existing management and staff will manage
the day to day operations of Schwabo under the supervision of Randall Skala,
AllCom's COO. The existing directors will remain on the board of Schwabo.
Concurrently with, and as a condition of this transaction, Schwabo will complete
a private placement for gross proceeds of a minimum of $1,000,000 and up to a
maximum of $1,500,000 (the "Private Placement"). The net proceeds of the Private
Placement will be used for general working capital, and to scale up the
infrastructure and marketing of the services currently provided. Pursuant to the
Private Placement, Schwabo will issue a minimum of 2,000,000 units (the "Units")
at a deemed price of $0.50 per Unit. Each Unit will be comprised of one
post-consolidated common share and one half of a common share purchase warrant
("Warrant"). Each Warrant will entitle the holder to purchase one
post-consolidated common share at a price of $0.65 per share for a period of 12
months following the closing of the Private Placement. The term of the Warrants
will allow Schwabo to deem conversion of the Warrants if the common shares of
Schwabo trade at or above a price of $0.78 for more than 20 consecutive trading
days. As part of this transaction Schwabo common shares will be consolidated on
the basis of one new share for two existing shares.
This asset purchase remains subject to several conditions: entering into a
mutually acceptable formal asset purchase agreement, completion of the Private
Placement and receipt of all necessary regulatory approvals including, but not
limited to, TSX-V acceptance and, if applicable pursuant to TSX-V requirements,
majority of the minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
About AllCom
AllCom was incorporated in 1997 is a technology company that created a
proprietary hardware and software platform (the "Universal Office") integrating
three powerful technologies into one seamless global service:
telecommunications, the world's most universal and interactive communication
medium; electronic banking, the key to electronic commerce; and the internet,
the world's most powerful information medium. The company has approximately 385
shareholders with the controlling shareholders being Thomas Skala and the Skala
Trust each of which is resident in California.
AllCom's proprietary Universal Office soft switch integrates those three key
elements on a single platform, running over GenieNet, a global private
voice-over-IP network. Genie(TM) is the personality of the Universal Office on
the phone and online.
From New York City to Seattle, from Miami to San Diego, from Houston to
Minneapolis, from Boston to Salt Lake City, AllCom provides Local Service in
over five thousand cities and communities, approximately 85% of the people in
the United States can reach Genie - and AllCom subscribers - with a local call.
AllCom's unique International Public Access Network enables subscribers and
their friends, family members and business associates, to reach a subscriber's
Universal Telephone Number free of charge, as a local call, from over 5,000
cities and communities in North America, and forty countries on five continents
around the world.
AllCom's Virtual Merchant is a tool subscribers use to accept electronic payment
for their goods and services, whether they are selling lots of items all the
time, a few items occasionally, or just the odd ones-and-twos every now and
then. The Virtual Merchant costs nothing to setup and there is no monthly fee -
and is available with a click on the Virtual Merchant button to request a
Virtual Merchant Account. GenieCard and Genie-to-Genie money transfer
transactions are free. All peer-to-peer payments in the Genie Cloud are
24x7x365, paid in real time, at no charge to the buyer or the seller. Once the
account is set up, buyers can call the subscriber's Universal Office, press the
pound key and start using their new Virtual Merchant. Subscribers pay only
transaction costs when they actually use the service. There is a 50-cent basic
transaction fee (for the third party verification of each sale) and a 5%
discount fee, (which includes the credit card processing fees for Visa and
MasterCard) for all other charge card payments. The above charges include:
1. all the traditional merchant discount fees;
2. answering subscriber's calls anytime and taking the order for their
goods and services;
3. verifying the buyer's credit card;
4. recording the purchase, and sending them copy of the audio file via
email describing the transaction; and
5. depositing their proceeds to their Genie Account.
By calling the Virtual Merchant from any touch tone telephone, subscribers or
their customer can enter all the necessary information to place an order for
their product or their services, and make electronic payment on the spot. The
payment information is verified instantly, while the subscriber or their
customer is still on the line, and the order information is electronically
forwarded where they need to send it for fulfilling the order.
There is no special equipment needed, and no advance setup required. The service
is available to subscribers 24 hours a day, 7 days a week, from any touch-tone
phone anywhere in the world. Anyone can use the Virtual Merchant, no matter how
large or how small their business or selling needs.
AllCom experienced organic growth with services that are fully deployed and is
profitable, with a burgeoning customer base posting the following financial
results which are unaudited, management prepared numbers:
-- $10,595,901 USD in revenues - Net Income $187,569 - fiscal year ending
(March 31, 2010)
-- $12,927,486 USD in revenues - Net Income ($26,707) - fiscal year ending
(March 31, 2009)
-- $7,560,756 USD in revenues - Net Income $224,242 - fiscal year ending
(March 31, 2008)
The Management
AllCom places great pride in the core of operating its business. The stability
of AllCom's management is a fundamental principle of the company's operating
philosophy. Equally as important, the breadth and depth of experience each team
member brings to the organization are crucial elements in AllCom's plans for
future growth and development. Currently AllCom's day-today operations are
managed by Randall Skala.
Randall L. Skala - Vice President and Chief Operating Officer
Randall Skala began more than a decade ago accumulating the experience that
brings him to his present position, with a clear focus on the leading edge
convergence of telecommunications and information. As Technical Support Manager
for Infotainment Network, he developed a powerful understanding of maintaining a
full-time, always ready, information delivery service. From there, Skala went on
to become Technical and Operations manager of InfoTrust Telco, a provider of
national and international calling card and value-add telecom services, before
moving up to VP of Operations, Randall Skala was a key leader in the formation
of AllCom in 1997, helming the incorporation process and laying down many of the
key operational guidelines by which the company operates today. Since then, he
served as AllCom's vice president and has brought his background in high-stress
telecom operations to bear on the challenges of daily operations for the
company's 24 by 7, nationwide switching infrastructure.
In addition to Mr. Skala, the current Schwabo directors and management team will
be continuing in their same capacities as follows:
Raymond Savoie - President, Chief Executive Officer and Director
Mr. Savoie is currently President and CEO of Ditem Exploration as well as Gastem
Inc., both TSX-V listed companies. He has been involved with various aspects of
oil and gas exploration and development for the past 25 years and is a board
member of several public and private companies. After practicing law in
Val-d'Or, Quebec, Mr. Savoie was Quebec's Minister of Mines from 1985 to 1991,
and from 1991-1994, was Minister of Revenue. Since July 2007, he has been a
director of Epsilon Energy Ltd., a public oil and gas company listed on the TSX.
Mr. Savoie received both his undergraduate and graduate degrees from Universite
Laval.
Zoran Arandjelovic - Director
Mr. Arandjelovic has worked in the real estate industry since 1982, in his own
company, Zoran Real Estate Ltd. He has also been involved with several
publicly-traded companies including, Martinrea International Inc., an automotive
parts manufacturer, listed on the TSX (director since December 2001) Black Hat
Capital Inc., a capital pool company listed on the Exchange (director from May
2004 to October, 2006), Hawk Precious Minerals Inc., a junior mining company
listed on the CNQ exchange (director since 2004 and CFO from May 2004 to January
2005), Largo Resources, a junior mining company listed in the TSX Venture
Exchange (director from April 2004 to June 2006) and the Executive Chairman
since July 2005 and a director since March 2005 of Epsilon Energy Ltd., a public
oil and gas company, listed on the TSX. Mr. Arandjelovic received his Bachelor
of Arts from York University in Toronto, Ontario, in 1982. His membership as a
TREB Broker in the Toronto Real Estate Board is current. He received his real
estate broker designation with the Real Estate Council of Ontario in 1982 and
that designation is still current.
Michael Talmage - Secretary/Treasurer, Chief Financial Officer and Director
Michael Talmage is a professional accountant with 13 years of experience in the
automotive retail sector. He has been Chief Financial Officer of H.J. Pfaff
Motors Inc., a private automotive retailer, since 1997, and a director since
August 2006 of Epsilon Energy Ltd., a public oil and gas company, listed on the
TSX. He began his professional career with KPMG in public accounting in 1989,
working on a variety of private and public clients. In 1992 Mr. Talmage accepted
a position as Controller with H.J. Pfaff Motors Inc. In 1997, he guided the
company through its first acquisition and successfully added a body and repair
operation to the company's portfolio. In addition to his regular duties as CFO
of the Pfaff Automotive Group, Mr. Talmage has led the organization through a
number of major renovation and new-build projects. Mr. Talmage holds a Bachelor
of Arts degree from the University of Western Ontario (1986) and a Bachelor of
Commerce from Windsor University (1989). He attained his Certified General
Accountant designation in 1995.
Mark Fisher - Director
Mr. Fisher is Chief Operating Officer for H J Pfaff Motors Inc. He has a total
of 20 years of experience in the automotive retail sector. Mr. Fisher joined H J
Pfaff Motors Inc. in 1993 as a sales representative, and in 1996 he was promoted
to sales manager. In 1999 he became a minority shareholder. Mr. Fisher was
promoted to COO in 2002. In addition to his regular duties as COO he has been
involved in shaping strategy decisions on the growth of the Pfaff Automotive
Group.
Marc-Andre Lavoie - Director
Since January 2007, Marc-Andre Lavoie has been a director of Gastem Inc., a
public junior natural gas exploration company developing a shale gas play in
Quebec. His previous experience is with BNP Paribas, where between 1994 and 2006
he was a fixed income derivatives professional based in London covering
institutional clients in Europe and Asia. He also worked in New York, focusing
on debt capital markets with the federal and provincial governments in Canada,
and Montreal, covering large corporate and financial institutions on derivative
products. He began his career in 1992 with Bank of Tokyo-Mitsubishi. Marc-Andre
is a graduate of St Francis Xavier University. He also holds post graduate
degrees from London School of Economics and Cambridge University.
About Schwabo
Schwabo presently has 2,166,668 common shares issued and outstanding of which
666,668 were issued to Schwabo founders at the time of incorporation and
1,500,000 that were issued pursuant to a public offering.
On April 1, 2010, trading in the Corporation's common shares was suspended for
failure to complete a Qualifying Transaction within the time prescribed by TSX-V
policies. The Corporation was required to complete a Qualifying Transaction,
delist or transfer its listing to the NEX exchange prior to June 28, 2010.
Schwabo obtained approval at a shareholder meeting on June 25, 2010 to transfer
listing of the common shares to the NEX exchange. As a condition of this
extension, the Corporation cancelled 666,665 common shares, constituting
approximately 50% of the common shares held by Non-Arm's Length Parties to the
Corporation (as such term is defined in TSX-V policies). Schwabo shareholders
also approved at the meeting a resolution of the disinterested shareholders
ratifying the cancellation of the 666,665 Common Shares originally issued to
Non-Arm's Length Parties to the Corporation.
Pursuant to TSX-V requirements, the Corporation will be preparing and filing a
Filing Statement setting out details of the proposed Qualifying Transaction.
Schwabo will also be preparing and filing an information circular for a special
meeting of shareholders to approve matters related to the proposed Qualifying
Transaction such as the consolidation of the common shares and the change of the
name of the Corporation to AllCom Canada Corporation, or such other similar name
as is acceptable to regulatory authorities.
Schwabo is currently negotiating with Canaccord Capital Corporation to act as
agent for the Private Placement of up to $1,500,000 and intends seek a waiver
from all of part of the sponsorship requirements for the proposed Qualifying
Transaction in accordance with Exchange requirements. It is expected that
trading in the shares of the Corporation will remain suspended until further
notice.
Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative. The TSX-V has in
no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
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