ROCHESTER, N.Y., Jan. 19, 2011 /PRNewswire/ -- Distribution
Management Services, Inc. (Pink Sheets: DMGM) is pleased to
announce that it has completed the first phase of its corporate
restructuring and development.
From October 5, 2010 to-date, DMGM
has been in the process of a major restructuring program. The
initial phase of the restructuring program (orchestrated by its
newly-appointed senior executive officers) required DMGM to
re-domesticate itself to Delaware,
then, to effect a merger with a newly-formed subsidiary pursuant to
Section 251(g) of the General Corporation Law of Delaware. Randolph S. Hudson, the
company's Co-President, Chief Executive Officer, and Acting
Chairman of the Board states the primary purpose for the company
effecting this type of reorganization. "As the result of
several years of poor performance due to economic issues and our
previous lack of adequate levels of working capital, the company
fell by the wayside in terms of its fiscal performance and
viability. The 251(g) reorganization permits us to mitigate
our risk, specifically, in terms of the company's approximately
$18 million in liabilities, and to
move forward without the burden of our enormous debt.
Basically, the 251(g) reorganization permits us to leave the
debt behind [in our subsidiary] and move forward as a clean,
debt-free company."
The next phase of DMGM's development required the company to
form and organize a number of subsidiaries. In order to
implement the third phase of its restructuring and development
program - its acquisitions - DMGM was required to form and organize
a number of subsidiaries to maintain and operate its newly-acquired
assets. DMGM established a number of corporations that are
qualified to transact business in California, Oregon, Washington, Arizona, Nevada, Florida, Wyoming, and New
York, respectively.
DMGM's management elected to conduct its new business operations
in five principal areas, all of which are hospitality-related.
The company is engaging in business in the following six
fields: (i) retail restaurant and bar operations, (ii) lodging
operations, (iii) adult-themed entertainment and gaming operations,
(iv) public and membership golf course operations (and related
food, beverage, and clubhouse operations), (v) residential
income-producing real estate operations, and (vi) retail and
commercial banking activities. The company's senior executive
management view these types of operations as sustainable in this
market's economy and during times of recession.
The first acquisition (in a predetermined and scheduled series
of acquisitions that will occur over the next three months) by
Historic Destinations, Inc. (a DMGM totally-held subsidiary) is
that of the Dutch Flat Hotel in Dutch
Flat, California. The property is located in the High
Sierras in California and is a
popular destination for tourists and locals alike. It is
located minutes from Interstate 80, and is the midway between
Sacramento and Lake Tahoe. The company expects to
market the property for the remainder of the winter season by
offering packages to skiers in conjunction with the Boreal Ridge
and Sugarhouse ski resorts (which arrangements are under
negotiation), which are located 25 minutes from the property.
While the property is small (by comparison to larger
properties that offer greater accommodations), the company's
pricing and occupancy structure is such as to provide the company
with significant net income. During spring and summer, the
tourist population has supported the hotel, as tourism in the
Dutch Flat-area is substantial.
It is the belief of company management that smaller, historic
destination locations are becoming ever-popular for families
seeking getaways from larger, urban areas, particularly those with
historic influence.
The company's second acquisition is that of the Longhorn
Steakhouse in Tuolumne,
California. The Longhorn has long been well regarded
as the finest restaurant and bar in Tuolumne. The restaurant is located off
of the major California Route 149
in Tuolumne, and has been the
primary stop for food and beverage to locals and tourists alike.
The seller of the property has offered the company an
adjacent building to use as an "overflow" for a banquet and
catering facility, or as additional dining room seating, which the
company will lease.
The third of the company's acquisitions is Blake's Inn in
St. Petersburg, Florida.
Blake's Inn is a 50-unit hotel property directly off the
cross-state major highway in St.
Petersburg. Also included in the acquisition is the
freestanding restaurant adjacent to the property and "Tina's
Angels," an adult-oriented entertainment complex adjacent to the
hotel. The company is also acquiring the adjacent land, which
is pre-approved and zoned for a 17-unit apartment complex and three
ground-floor retail businesses. The company expects to derive
significant revenue from this location.
Next, the company will release a business combination-related
filing within the coming week to acquire the controlling shares in
Boreal Water Collection, Inc. (Pink Sheets: BRWC). The
company will offer 1 share in the company for every 1,000 shares of
Boreal. Under the company's proposal, Boreal's stock will
trade under the company's common Class C stock, which the company
will register with the SEC following the acquisition. The
company's senior executive management has many sources to market
Boreal's private-label water, including three major casinos in
Las Vegas., Nevada.
The company Chief Executive Officer has been meeting with the
Nevada State Banking Commission in order to form Developers Bank of
Nevada, with respect to funding
the company's real estate and commercial interests in Nevada. The company expects to commence
banking operations in Nevada – for
its self-serving purposes – upon the approval of the Commission's
final approval of its application.
The company will be required to acquire business, liquor, and
occupancy licenses in the course of its acquisitions mentioned
above, and, the company will be required to file the necessary
disclosures with the Securities and Exchange Commission to effect
the further registration of its shares.
BASED ON THE PRO FORMA INFORMATION PROVIDED BY THE SELLERS OF
THE PROPERTIES, THE INCREASE IN INCOME TO BE RECEIVED WILL
ACCELERATE THE PROGRESS OF THE COMPANY AND ENABLE PROMPT AND
SUBSTANTIAL GROWTH OF THE COMPANY ALL OF WHICH WILL INURE TO THE
BENEFIT OF THE COMPANY AND ITS STOCKHOLDERS.
SOURCE Distribution Management Services, Inc.