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.
Future Management & Directors
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.
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 is 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'.
Barry Hall - Co-Founder, CFO and Board Member
Mr. Hall 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, Mr. Hall operates his own management consulting firm,
Carlaris, Inc., specializing in strategic planning and management.
Prior top level executive positions include: Executive
Vice-President and CFO of Earthlink Network, the nation's largest
independent internet service provider; Chairman and CEO of
California Amplifier and Vice-President Finance and CFO of LA
Cellular, which was at the time the nations premier cellular phone
service provider.
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
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