SSTY Announces Acquisition: Globe Staff Consulting, a Wholly Owned Subsidiary of SSTY, to be Merged Into PowerSource Corp.
April 20 2006 - 2:37PM
PR Newswire (US)
BEIJING and PHILADELPHIA, April 20 /PRNewswire-FirstCall/ -- Sure
Trace Security Corporation (OTC:SSTY) today announced that it has
acquired the controlling interest in a company, PowerSource
Corporation (Pink Sheets: PSRE), and has vended its wholly owned
subsidiary, Globe Staff Consulting, into the acquired company,
which shall be renamed Globe Staff Consulting Corporation (GSCC).
SSTY received approximately ninety-three percent (93%) of the
shares PSRE/GSCC in exchange for cash and other consideration. SSTY
and GSCC shall enter into a Master Licensing Agreement wherein SSTY
shall retain (on behalf of itself, its assigns and /or designees)
the ownership of the technology in GSCC (including all enhancements
and revisions thereto) and certain exclusive and non-exclusive
rights in various territories but shall grant GSCC a Master License
from SSTY in the territories and markets not specifically reserved
to SSTY, under the terms and conditions to be contained therein.
GSCC shall have certain exclusive and non-exclusive rights as will
be set forth in said Master License. In return for the Master
License, GSCC shall pay SSTY a royalty and a monthly fee in the
amount and according to the terms and conditions set forth in said
Master License agreement. SSTY will also enter into a Services
Agreement between True Product ID, Inc. (TPID) (OTC:ONTV) (BULLETIN
BOARD: ONTV) and GSCC whereby, in return for agreed upon
consideration, TPID performs certain administrative and operational
duties and functions and performs/assumes certain obligations of
GSCC in order to manage and control the day-to-day worldwide
functions of GSCC. GSCC may also grant TPID certain rights as may
be specified in said Services Agreement. SSTY and GSCC intend to
file important information related to the spin- off, including this
release, with the Securities and Exchange Commission on Form 8-K.
"This transaction is similar to the template we utilized with the
TPID/ONTV license (that is, a monthly minimum will be paid to SSTY)
but it differs in that SSTY shall retain a portion (or possibly
all) of the shares itself. If permissible, the company intends to
deliver an as of yet undetermined portion of the shares in the
public company to SSTY's then- present shareholder base," said
Michael Cimino, SSTY President, although he cautioned that no
specific plans have been decided at this time and that the shares,
if any, which may be issued to its then-current shareholders, will
be restricted. The company intends to effectuate this potential
partial dividend of the acquired shares only after it receives an
Opinion of Counsel that the partial dividend transaction is in full
compliance with federal securities laws. "As with the TPID/ONTV
arrangement this will also provide a potential source of regular
income to SSTY," Cimino added. Regarding the ONTV/TPID dividend,
the company added that the company attorneys will shortly be
delivering a letter of instructions to the transfer agent to be
delivered to shareholders which will also include instructions to
the shareholders from the transfer agent regarding the
implementation procedures. More details will be released prior to
the distribution date on the company's website. The Company's
expectation is that the NASD will declare an ex-dividend date of
April 25, 2006, as requested by the Company. About Sure Trace
Security Corporation Sure Trace produces integrators for
anti-counterfeiting and security surveillance applications and is a
provider of integrated tracking devices. The Company intends to
deliver turnkey solutions for governments, armed forces, and
industry, through its own proprietary technology and through
aggregating the technology, products, and services of third parties
via licensing agreements and/or joint ventures. For more
information go to: http://www.suretrace.com/. SAFE HARBOR
STATEMENT: This news release contains "forward-looking statements"
that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. "Forward-looking
statements" describe future expectations, plans, results, or
strategies and are generally preceded by words such as "future,"
"plan" or "planned," "will" or "should," "expected," "anticipates,"
"draft," "eventually" or "projected." You are cautioned that such
statements are subject to a multitude of risks and uncertainties
that could cause future circumstances, events, or results to differ
materially from those projected in the forward-looking statements,
including the risks that our products may not achieve customer
acceptance or perform as intended, that we may be unable to obtain
necessary financing to continue operations and development, and
other risks. You should consider these factors in evaluating the
forward-looking statements included herein, and not place undue
reliance on such statements. The forward-looking statements are
made as of the date hereof and Sure Trace undertakes no obligation
to update such statements. In August 2005, the common stock of Sure
Trace was suspended from trading by the Securities and Exchange
Commission, but the suspension ended in accordance with the
securities laws after ten days. Management of Sure Trace is
currently working with the broker-dealer community and regulators
to permit quotations to be entered as soon as possible. More
information will be provided to the public when circumstances
warrant. Contact: Michael Cimino, President, 215-972-6999 or
DATASOURCE: Sure Trace Security Corporation CONTACT: Michael
Cimino, President, Sure Trace Security, +1-215-972-6999 or Web
site: http://www.suretrace.com/
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