Attached files
| file | filename |
|---|---|
| 8-K - RAPID LINK INCORPORATED 8-K - SPOT MOBILE INTERNATIONAL LTD. | rapidlink8k.htm |
| EX-4.3 - EXHIBIT 4.3 - SPOT MOBILE INTERNATIONAL LTD. | exh4_3.htm |
| EX-4.2 - EXHIBIT 4.2 - SPOT MOBILE INTERNATIONAL LTD. | exh4_2.htm |
| EX-4.1 - EXHIBIT 4.1 - SPOT MOBILE INTERNATIONAL LTD. | exh4_1.htm |
| EX-10.1 - EXHIBIT 10.1 - SPOT MOBILE INTERNATIONAL LTD. | exh10_1.htm |
| EX-10.2 - EXHIBIT 10.2 - SPOT MOBILE INTERNATIONAL LTD. | exh10_2.htm |
Exhibit
99.1
Rapid Link Completes Acquisition of Mr.
Prepaid
Senior Secured Debt Restructured; New Management Team
Appointed
MIAMI,
FL--(Marketwire - March 2, 2010) - Rapid Link, Incorporated (OTCBB: RPID)
announced that, as of February 24, 2010, it has consummated the initial closing
under a Share Exchange Agreement among the Company, Blackbird Corporation and
certain of their stockholders.
Under the
terms of the Share Exchange Agreement, the Company has acquired Mr. Prepaid,
Inc., a former subsidiary of Blackbird, in exchange for 10,000,000 shares of
Series A Convertible Preferred Stock. The shares of preferred stock represent,
on an as-converted basis, 80% of the outstanding capital stock of the Company.
Mr. Prepaid is in the business of providing prepaid telecommunication and
transaction based point of sale activation solutions through approximately 1,000
independent retailers in the Eastern United States. Mr. Prepaid's product
offerings include prepaid wireless PINs for use with various mobile telephone
providers.
In
connection with the initial closing, the Company's senior secured indebtedness
was restructured and reduced from over $7,000,000 to an aggregate amount of
$1,250,000. Also, simultaneously with the initial closing, the Company
transferred its former subsidiaries, Telenational Communications, Inc. and One
Ring Networks, Inc., to a third party who also assumed a material portion of the
Company's senior secured indebtedness.
In
connection with the initial closing, the Company's board of directors and
management team was reconstituted. Effective February 24, 2010, John A. Jenkins,
Lawrence Vierra and David Hess resigned as members of the board of directors and
Mr. Jenkins resigned as Chief Executive Officer and Chief Financial Officer of
the Company. Charles Zwebner, David Stier and Valerie Ferraro were appointed to
serve as new members of the board of directors and Mr. Zwebner was appointed as
Chief Executive Officer and President of the Company.
In
addition, on February 24, 2010, the Company issued a convertible promissory note
in the principal amount of $500,000 in favor of a third party lender. The
principal of the convertible note accrues interest at the rate of 3.00% per
annum and matures, unless converted earlier, on December 31, 2011. The Company
intends to use the proceeds of the convertible note for its working capital
needs and to assist in executing its growth strategy.
"We are
excited about this strategic transaction which has provided some important
elements in moving the Company to the next stage," stated Mr. Zwebner. "Our core
objectives going forward will be to consolidate legacy telecom assets leveraging
existing infrastructures which we expect will provide synergies and cash flow to
the Company, and to grow our offering of mobile and wireless products and
services targeting ethnic and international users. We look forward to the
opportunities that are presenting themselves to our Company and to be able to
capitalize on them."
About
Rapid Link Incorporated
Rapid
Link Incorporated is a telecommunications services company which, through its
wholly-owned subsidiary, provides prepaid telecommunication and transaction
based point of sale activation solutions through approximately 1,000 independent
retailers in the Eastern United States. The Company also provides long distance
services and plans to expand its product offering to include mobile and wireless
services.
For more
information, visit www.rapidlink.com.
This
press release and other statements to be made by the Company contain certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act, including but not limited to statements relating to
projections and estimates of earnings, revenues, cost-savings, expenses, or
other financial items; statements of management's plans, strategies, and
objectives for future operations, and management's expectations as to future
performance and operations and the time by which objectives will be achieved;
statements concerning proposed new products and services; and statements
regarding future economic, industry, or market conditions or performance.
Forward-looking statements are typically identified by words or phrases such as
"believe," expect," anticipate," project," and conditional verbs such as "may,"
"could," and "would," and other similar expressions. Such forward-looking
statements reflect management's current expectations, beliefs, estimates, and
projections regarding the Company, its industry and future events, and are based
upon certain assumptions made by management. These forward-looking statements
are not guarantees of future performance and necessarily are subject to risks,
uncertainties, and other factors (many of which are outside the control of the
Company) that could cause actual results to differ materially from those
anticipated. Those factors include, but are not limited to, the risk factors
discussed in our most recent filings with the United States Securities and
Exchange Commission; the rapidly changing nature of technology, evolving
industry standards and frequent introductions of new products, services and
enhancements by competitors; the competitive nature of the markets for our
products and services; our ability to gain market acceptance for our products
and services; our ability to fund our operational growth; our ability to attract
and retain skilled personnel; our ability to diversify our revenue streams and
customer concentrations; our ability to successfully integrate the operations of
acquired companies; and our reliance on third-party suppliers. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, our actual results could differ materially from
those anticipated in these forward-looking statements. We undertake no
obligation and do not intend to update, revise or otherwise publicly release any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of any unanticipated events.
[Missing Graphic Reference]
Contact:
Investor
Relations
Rapid
Link, Incorporated
Tel.:
416-250-9783