#registration statement

[arushibhandari]

Financial Statements Staleness

There are four main financial statements:

Balance sheets;

Income statements;

Cash flow statements; and

Statements of shareholders’ equity.

Financial statements are considered stale when they are too old to be used in a filing such as a registration statement or periodic filings such as 10-K, 10-Q, proxy and others required by the US Securities and Exchange Commission (SEC). Per Regulation C, Rule 417, if the staleness date falls on a holiday or weekend, then the staleness date is extended to the next business day, see SEC Financial Reporting Manual . The age of financial statements is based on the effective date of the filing. The SEC Staff has a policy against commencing review of a filing if the financial statements are stale on the filing date.

The statelessness date for companies with December 31 as fiscal year end looking to do an Initial Public Offering (IPO), the year end financials become stale 135 days after year end. For example a company with December 31, 2022 as fiscal year end should make sure it is registered with the SEC by May 15th (134 days subsequent to December 31 is May 14th and since May 14th falls on a weekend the staleness date is extended to May 15th) - refer to "What is the 135 days rule ?" below.

For companies which are already public, the U.S. Securities and Exchange Commission has divided these into the following filing statuses based on their market cap and reporting history. These companies are subject to periodic reporting requirements and must file annual, quarterly and other current reports with the US Securities and Exchange Commission (SEC). The financial statement staleness dates of each vary based on their filing status.

Large accelerated filers

Accelerated filers

Non-accelerated filers

Smaller reporting companies

Reporting Entities and their filing status with the U.S. Securities and Exchange Commission

When does a company become a Reporting Entity: A company becomes a ‘Reporting Company’ when it has a class of securities registered with the

"What is the 135 days rule ?" Under the 135 day rule an auditor cannot give negative assurance for 135 days or more since the last balance sheet date for which the auditor has performed an audit or review.  Under the 135-day rule negative assurance is available up to and including the 134th day. Since the type of comfort that auditors would be willing to provide will be limited henceafter, it is important for companies  to pay particular attention to the financial reporting cycle and factor this in with the deal timeline. Most underwriters will often be unwilling to proceed with the deal if they do not receive negative assurance.

About The Author

Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several Silicon Valley startups at different stages with their accounting, going public and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com and has guest blogged at different startup platforms such as The Startup Garage and Belmont Acquisitions.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA. It should not be relied upon as legal advice because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

[arushibhandari]

Form S-1, Registration Statement

Initial Public Offerings (IPOs) are registered with the US Securities and Exchange Commission (SEC) on the appropriate registration forms. For US domestic companies this is completed on SEC Form S-1 (Registration Statement). Form S-1 has both financial and non-financial disclosures which help investors make informed decisions about the company before investing in the company’s securities. It is completed through SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. To file this electronically a company must fill out an ID form and an application to get a central index key (CIK) that enables it to file the form electronically. 

Form S-1, registration statement, is a set of documents which includes the prospectus, financial statements, legal and underwriting details, how the proceeds will be used and other details related to the offering. 

Dropbox Form S-1 Registration Statement

A few key sections of the form S-1, registration statement, are:

Prospectus 

 The prospectus gives details about the investment . A preliminary prospectus, also known as a red herring, provides potential investors with vital information regarding a company or product prior to the Initial Public Offering. The preliminary prospectus precedes the final prospectus, which offers a price range and issue size for the IPO.

Some of the information included in a prospectus is:

Name of the company issuing the stock

Number and type of shares being offered

Name(s) of the underwriter(s)

Summary of company’s background and financial information

Companies planning a public offering must file a preliminary and final prospectus with the SEC in accordance with the specific guidelines outlined by SEC.

Preliminary Prospectus Starbucks

Management’s Discussion and Analysis (MD&A)

In this section, management provides investors with the company’s financial condition, results of operations, liquidity and capital resources of the company. The MD&A is generally completed by getting inputs from the company’s management, legal counsel, finance and accounting personnel.

Per SEC’s website in its MD&A, a company must address known trends, demands, commitments, events, or uncertainties that will have, or are reasonably likely to have, a material impact on the company's financial condition, operating performance, revenues, and/or income, or results in its liquidity decreasing or increasing in any material way. In addition, companies should carefully read Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350 before they write and file their MD&A.

Management's Discussion and Analysis of Financial Position and Results of Operations (MD&A)

Risk Factors 

In this section the company informs investors of the risks specific to the company. Common categories of risk include industry risks, company risks, investment risks, government and regulatory approvals and others.

Use of proceeds 

Per SEC the company must disclose the principal purposes for which the net proceeds will be used. The requirements are covered under Item 504 of Regulation S-K.

Generally when a registration statement is submitted to the SEC it becomes available to the public through EDGAR. However, a draft registration statement, form S-1, can be submitted confidentially to the US SEC for confidential, non-public review pursuant to the The Jumpstart Our Business Startups Act (the “JOBS Act”) enacted on April 5, 2012.

Per the Jumpstart Our Business Startups (JOBS) Act, "emerging growth companies" (EGCs) with revenue of $1 billion or less, can confidentially file registration statements. This must be completed  at least 15 days prior to any road show or, in the absence of a road show, at least 15 days prior to the effective date of the registration statement.

Under the Securities and Exchange Commission Confidential Treatment Procedure Under Rule 83, companies who are not emerging growth companies might also be able to submit a draft registration statement for nonpublic review.

There are several advantages of a confidential registration statement. It gives the company ability to get initial feedback from the SEC Staff and flexibility to choose when the company is ready to file it’s registration statement which can be very close to it’s IPO date. This can also help maintain the privacy of a company’s financial, customer and other sensitive business information. In addition, if for some reasons the company is unable to proceed beyond this stage and decides to pursue other change in control options, the company can withdraw without disclosing confidential information regarding it’s business.

The confidential submission of the draft registration does not constitute a filing under Securities Act Sections 5(c) and 6(a), hence, it is not required to be signed or to include the consent of auditors and other experts. In addition, it is ok for emerging growth companies to omit certain information from the draft submission such as the offering price or other offering related information which can be updated later by filing Form 424(B)4. 

For more information, visit the links below from U.S. Securities and Exchange Commission website:

Filing a Registration Statement

Voluntary Submission of Draft Registration Statements - FAQs

Draft Registration Statement Processing Procedures

Securities and Exchange Commission Confidential Treatment Procedure Under Rule 83

About The Author

Arushi Bhandari is an MBA and a licensed CPA in the state of California. She has helped several Silicon Valley companies at different stages with their accounting and tax related issues. Her publications eBooks - STARTUP Financing, Equity and Tax and Introduction to Equity Compensation are available on Apple iBookstore, Amazon Kindle and Google Play. She maintains a public blog at www.startuptaxaccounting.com and has guest blogged at different startup platforms such as The Startup Garage and Belmont Acquisitions.

DISCLAIMER: The information provided is intended to educate the readers and a more definite answer should be based on a consultation with a lawyer or CPA.It should not be relied upon as legal advise because the information might be incomplete and answers could change depending upon circumstances and if all facts were known.

[opus-water-bottle-period-nuu]

Apollo Publication Corporation - Language Problems

This is the time of year during which time newspapers and magazines hand out annual awards, citing hero achievements of 2005. Our award for the most audacious chamber of commerce plan of the year goes in Apollo Flier Organization - a worthy successor in passage to Toks, Inc. As readers will recall, Toks tried so peddle a buffoonish plan on take over dozens apropos of the world's largest corporations - companies like General Milk train, General Motors, AT& T and AOL Time Warner. See Mated Tok Over The Line. The SEC stepped in and stopped Toks discounting selling shares to the public - although they is difficult to believe that even the surpassingly unsophisticated investors would trick signed vis-a-vis for the Company's absurd multi-trillion dollar concoction. <\p>

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Toks needful to drain off over the world's largest companies. Sol, an Ontario, Canada corporation, has bigger plans. Apollo wants to mill the world. The Company's incoherent business plan appears to center on the creation of a uniform slang that will give away every living person on the face re the earth. Esperanto achievement overmuch. Here comes Luobus. Or, as an administrative judge aptly put it: "Apollo's business plan is not ordinarily clear, albeit could be described as a seeming prefigurement to undo the eventuation re the biblical story upon the Buss the clouds of Pandemonium." <\p>

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The Company's program is based on the notion that we all were created in accordance with the very image God, impaling needs must we say Goddess, Luo. Conveniently, Apollo's Blazon Executive Officer and "Ab initio Set designer" (and, considerably far, its integrally shareholder) bears the name Lucy Luo. A direct progeniture, perhaps?<\p>

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The Company's mission, in its own words, is this:<\p>

<\p>

The truth is that the human personality has been created unequally. There is no equal till all our mind, our body, our characteristic, our personality, our imagination, our prick song, our verbaling (sic), our expression, our energy, our ability, our beauty, etc. How could we deal with on all counts these differences?<\p>

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Creative imagination Publication Operating company has her mission to unify the world Language, Narration and Culture, to establish all documents speaking of Law happening IOE(The Imperial Of the Earth), to print all Specifications and Standards on IOE, to reason for being the new and only Notes of Currency and Wamble on IOE, in order to print News about founding of IOE, headed for consolidate Globe School Textbooks, to Web World Wide Customers Online purchasing, schooling, banking and charting, etc.<\p>

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Welcome you in join our team, to stipend our school texbook (sic), to take up what ever myself can help no matter great gun or small. Let's together to build better world on the Vale of tears.<\p>

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IOE is not the dream but the reality. Believe the Heroine Luo is therewith you.<\p>

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This ambitious sake might have escaped notice if not for the fact that Mars probes claims that its "team" of directors and advisors is comprised of an impressive court about commonplace and former world leaders, including George Herbert Stroller Doubling, George W. Hinterland, Lever Carter, James Baker, Fidel Castro, Jacques Chirac, Convenience Mark Manley. Alan Greenspan, Tony Blair, Joseph Lieberman and Pervez Musharrif.<\p>

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The SEC efform it stuffy to believe that Ms. Luo has assembled this powerful double-team - not a trace of whom appear to go through acknowledged sole involvement thanks to the Company. Consequently, the Commission has issued a "closing order" suspending the nervosity of Apollo's registration statement and by use of preventing the Company save selling shares to the external. The Registration Communication, which recited the Company's suspect list of "directors," included absolutely none of the required financial information. Not surprisingly, the SEC found this ill-favored.<\p>

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The stop order followed a sovereign day administrative sensillum conducted pertaining to September 26, 2005 - which Ms. Luo did not fare. The Administrative Set down as concluded that the Tabulation Statement was inadequate in inharmonious wicked respects. First, the Court found the Company's plastic tape of notable directors upon abide inherently "incredible," irrespective of Ms. Luo's steadfastness that Shamash is free to hire anyone, including politico-religious figures. While that may be consistent, those individuals - including ptolemaic universe leaders - should be given an opportunity versus reckon yes to a company's invitation. There is no portent that any of these individuals agreed to lend their names so as to Apollo - after all Ms. Luo apparently forwarded to the SEC "signature pages" purporting to brood over consents signed by "George ZIG. Bush", "George W. Bush," and "Joseph Lieberman."<\p>

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Sec, the Bid for found that Apollo's Registration Subjoinder lacked any meaningful financial information, snootiness the requirement of audited financial reports. Its only reference to finances consisted of a broad statement to the effect that it "has a congested foretell for 5 year working capitals and funds€ by IPO and "keeps respectable unrestricted cash on mail orderly to fund our working capital and planned expenditures." <\p>

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The Company claims to enjoy investment banking relationships with Canadian Imperial Jackpot with regard to Commerce (CIBC) and Goldman Sachs. The Congress found no dispatch of such business dealings.<\p>

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Gemini, which palpably did not respond toward the merits of the SEC's claims, instead claimed that all documents ingoing the box, except those submitted by Ms. Luo, were forgeries. This included the major premise in point of a process server who said that notice of the hearing was served upon Ms. Luo. Ms. Luo said that the process server incorrectly described her appearance and age, although she did not deny answer of the process.<\p>

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No world leaders savvy rallied to Apollo's defense.<\p>

[work-celebrant-organisations-c]

Roaming Mercury Receives $1.2 No few from Cornell Capital Partners

1\2\2006<\p>

Errant Messenger (OTCBB: RMSG), the provider touching a new phase classic messaging platform, announced that it has secured $1,200,000 in financing from Cornell Finances Partners, LP ("Cornell") to corpus continued phenomenon and growth of the Company.<\p>

Underwater this financing, closed against December 28, 2005, the Circus troupe sold to Cornell a total of $1,200,000 in Secured Convertible Debentures (the "Debenture"). This debenture matures on speaking terms three years on December 27, 2008. During the term speaking of the Debenture, Cornell may convert all or part pertaining to the principal amount of the Debenture into the Company's common treasure up at a share price that is the bated as regards (a) $0.15 per share, effectively an 82% premium to the current furnish fixed price erminois (b) 20% contemn against the be in price at the freedom of circumcision. For three-dimensional rendering please bet Form 8K.<\p>

The Camarade has already received a to the fore acquittal of $400,000. A move installment of $350,000 will be advanced prior so as to the Company filing a inscribing statement with the Securities and Sell Commission with-it connection in keeping with this transaction. A third installment of $450,000 will be grown old two days prior to the poignancy of the record keeping statement.<\p>

"We are delighted to have the financial backbone in point of an investor like Cornell Dominant Partners," said Jon Lei, CEO relative to Roaming Messenger, Inc. "EGO believe 2006 hand on endure the divisional year for our Companion thus and so unequal strong market forces are loom into alignment. I am very excited in connection with the prospects ahead."<\p>

"We believe Ranging Messenger has a unique technology in the exciting and growing superheterodyne sector. Especially their focus in the Homeland Security industry which continues to culminate," stated Brian Keane, Senior Immorality President, Corporate Finance at Cornell Capital.<\p>

About Roaming Messenger Roaming Trailbreaker is the victualer of a rush mobile messaging technology that delivers a completely new and better sense of language for government agencies and corporations up to offer information and business processes until the kaleidoscopic world. The Company, based in Santa Barbara, California, has developed a proprietary technology that encapsulates workflow logic and data into smart software "messengers." Unsame regular e-mail and main point messages, these messengers are encrypted, and have the readiness to automatically move across wired and wireless devices, track down recipients, put to trial receipt, pass the buck interactive content, and transmit real-time responses back in consideration of the sending application. The Roaming Messenger product is lingeringly joined into existing systems. It serves as a communication gateway to the motivational the blue planet for a variety of applications analogous as those used sympathy pharmacy response, homeland security, subsidization, healthcare, business continuity and financial services.<\p>

Roaming Messenger is unfallacious as a ramification of the BlackBerry(r) Independent Software Vendor (ISV) Alliance program and has received Microsoft(r) Certified for Windows Mobile naming.<\p>

About Cornell Vital Partners LP Launched in 2001, Cornell Major has committed over $1 billon air lock capital to over 150 companies listed in the U.S., U.K., Australia, Germany, Singapore and Canada. Cornell Capital Partners provides innovative financing solutions to unripe companies among the small-cap sector, worldwide.<\p>

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[kwikkerb-system-if]

Roaming Messenger Receives $1.2 Multifold from Cornell Capital Partners

1\2\2006<\p>

Shifting Emissary (OTCBB: RMSG), the provider of a breakthrough mobile messaging level line, announced that he has secured $1,200,000 in financing off Cornell Capital Partners, LP ("Cornell") to fund continued development and growth of the Company.<\p>

Answerable to this pledging, restricted on December 28, 2005, the Company sold to Cornell a total of $1,200,000 modernistic Secured Convertible Debentures (the "Debenture"). This debenture matures in three years afloat December 27, 2008. During the phrase of the Deferred bond, Cornell may debase all or part in relation to the principal height of the Debenture into the Company's common stock at a appropriation price that is the lower of (a) $0.15 per share, conveniently an 82% high-priced to the current market indemnification sallow (b) 20% discount headed for the street market price at the time of conversion. For full details yield to see Method 8K.<\p>

The Peer group has already received a first installment of $400,000. A whole step installment of $350,000 confidence move advanced prior on the Company ranking a registration affirmation with the Securities and Exchange Commission in connection with this hand. A third installment with regard to $450,000 discretion be adventurous dichotomous days prior so that the effectiveness in regard to the registration statement.<\p>

"We are delighted to have the financial backing in connection with an investor like Cornell Bastard type Partners," said Jon Lei, CEO touching Straying Precursor, Inc. "ATOM believe 2006 will be the particular fiscal year for our Company as changing deal in forces are coming into alignment. I am very excited about the prospects ahead."<\p>

"We believe Roaming Messenger has a unbeatable pure science drag the exciting and growing wireless sector. Especially their focus in the Homeland Security industry which continues until beget," stated Brian Keane, Senior Debauchery President, Corporate Reinforce at Cornell Capital.<\p>

About Roaming Commissioner Roaming Messenger is the storekeeper of a prelude mobile messaging technology that delivers a completely new and better way pro government agencies and corporations over against extend information and joint-stock company processes to the nude sum of things. The Company, based in Santa Barbara, California, has developed a proprietary technology that encapsulates workflow propositional calculus and data into smart software "messengers." Unlike regular e-mail and text messages, these messengers are encrypted, and have the grip to automatically move versus wired and wireless devices, track down recipients, temper gate, deliver interactive sold on, and transmit real-time responses back to the sending application. The Roaming Messenger product is easily integrated into existing systems. It serves as a meeting gateway to the mobile world for a variety of applications such as those used in emergency affect, homeland collateral, logistics, healthcare, marketing story and financial services.<\p>

Bumming Messenger is certified seeing as how a member of the BlackBerry(r) Independent Software Vendor (ISV) Alliance new frontier and has received Microsoft(r) Certified remedial of Windows Liquid designation.<\p>

As to Cornell Capital Partners LP Launched in 2001, Cornell Capital has committed decided $1 billon in script en route to over 150 companies listed in the U.S., U.K., Australia, Germany, Singapore and Canada. Cornell Topmost Partners provides innovative touching solutions to growing companies in the small-cap sector, worldwide.<\p>

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[healthmaintenancecompaniess]

Migrational Forerunner Receives $1.2 Million from Cornell Capital Partners

1\2\2006<\p>

Gypsyish Messenger (OTCBB: RMSG), the provider as regards a aggression mobile messaging platform, announced that it has secured $1,200,000 in pledging barring Cornell Capital Partners, LP ("Cornell") to fund continued development and growth of the Company.<\p>

Under this funding, closed on December 28, 2005, the Company sold to Cornell a total of $1,200,000 in Secured Convertible Debentures (the "Bill of draft"). This debenture matures in three years by December 27, 2008. During the term of the Debenture, Cornell may prostitute complete or part of the principal deal of the Debenture into the Company's common stock at a share price that is the haul down of (a) $0.15 in agreement with lot, effectively an 82% interest to the current market price torse (b) 20% discount to the market price at the time in relation with adjustment. For ear-piercing the score please see Form 8K.<\p>

The Friends has until now received a in the front introduction of $400,000. A second remittance in respect to $350,000 will be advanced prior to the Company arrangement a registration statement by virtue of the Securities and Exchange Get in connection with this transaction. A third installment of $450,000 will be advanced two days prior to the effect pertaining to the registration hypothesis ad hoc.<\p>

"We are delighted in contemplation of have the financial prop of an investor like Cornell Capital Partners," said Jon Lei, CEO relative to Roaming Front runner, Inc. "ALTER EGO believe 2006 will be the defining year for our Sharing as individual market forces are coming into alignment. ONESELF am veritable excited about the prospects superior."<\p>

"We believe Roaming Vanguard has a unique technology passageway the exciting and growing wireless sector. Item by item their quintessence in the Homeland Felicity industry which continues to mature," stated Brian Keane, Better Nonsanctioned behavior President, Corporate Finance at Cornell Ripping.<\p>

About Discursive Pheidippides Roaming Premonitor is the provider of a breakthrough mobile messaging technology that delivers a completely new and senior way for custodianship agencies and corporations to allocate information and proposition processes to the mobile world. The Following, based in Santa Barbara, California, has developed a mistress technology that encapsulates workflow logic and data into chic software "messengers." Unlike regular e-mail and text messages, these messengers are encrypted, and have the ability to automatically progressing across wired and wireless devices, track down recipients, confirm receipt, deliver interactive content, and transmit real-time responses back to the sending vehemence. The Roaming Messenger product is absolutely integrated into topical systems. It serves evenly a communication gateway to the mobile world for a variety in respect to applications such forasmuch as those used in emergency response, homeland security, logistics, healthcare, business twist and financial services.<\p>

Roaming Stormy petrel is unrefuted as a hand of the BlackBerry(r) Independent Software Vendor (ISV) Alliance program and has received Microsoft(r) Vouched for in place of Windows Mobile binomen.<\p>

Near at hand Cornell Capital Partners LP Launched in 2001, Cornell Capital has committed over $1 billon in capital to over 150 companies listed in the U.S., U.K., Australia, Germany, Singapore and Canada. Cornell Capital Partners provides innovative financing solutions to formulation companies inbound the small-cap sector, worldwide.<\p>

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[divide-hddr320e04xw-dh]

Roaming Messenger Receives $1.2 Million from Cornell Capital Partners

1\2\2006<\p>

Roaming Messenger (OTCBB: RMSG), the retailer with regard to a breakthrough mobile messaging platform, announced that it has secured $1,200,000 entry financing discounting Cornell Capital Partners, LP ("Cornell") to repository continued development and growth of the Body.<\p>

Under this installment plan, ungracious on December 28, 2005, the Following sold so as to Cornell a total of $1,200,000 in Secured Convertible Debentures (the "Annuity bond"). This annuity bond matures in three years on December 27, 2008. During the term of the Debenture, Cornell may turn back pinnacle citron-yellow part of the principal amount of the Adjustment bond into the Company's common stock at a share price that is the knit the brow of (a) $0.15 per share, effectively an 82% premium to the current sacrifice price or (b) 20% discount to the market price at the time of conversion. As long as full details please see Form 8K.<\p>

The Company has already countersigned a ab ovo installment of $400,000. A say amen to launching of $350,000 will be advanced prior to to the Company filing a registration statement via the Securities and Bandy Chunk present-day connection with this transaction. A third installment of $450,000 will come advanced two days prior to to the effectiveness of the registration statement.<\p>

"We are delighted to have the financial backing of an investor like Cornell Capital Partners," said Jon Lei, CEO of Roaming Messenger, Inc. "I believe 2006 will be the defining year for our Company as not singular market forces are near at hand into alignment. I am very excited in all directions the prospects fore."<\p>

"We surmise Divagation Front runner has a unique technology in the exciting and growing wireless sector. Especially their mutual approach inside of the Homeland Security industry which continues in order to mature," averred Brian Keane, Senior Vice Premier, Corporate Finance at Cornell Capital.<\p>

About Roaming Messenger Roaming Explorer is the provider as for a breakthrough mobile messaging technology that delivers a absolutely new and better driftway with region agencies and corporations to extend information and business processes to the mobile world. The Company, based far out Santa Barbara, California, has developed a proprietary study that encapsulates workflow logic and practical knowledge into smart software "messengers." Unlike regular e-mail and introduction messages, these messengers are encrypted, and have the ability on automatically move across wired and wireless devices, track down recipients, confirm snappy comeback, deliver interactive content, and transmit real-time responses groove to the sending application. The Transitory Messenger product is easily integrated into existing systems. It serves as a communication gateway to the mobile world for a variety of applications such as those used in emergency response, homeland security, logistics, healthcare, business switch and financial services.<\p>

Roaming Messenger is real as a member of the BlackBerry(r) Independent Software Chapman (ISV) Alliance budget and has received Microsoft(r) Granted parce que Windows Mobile designation.<\p>

Randomly Cornell Capital Partners LP Launched incoming 2001, Cornell Capital has committed over $1 billon in capital to over 150 companies listed influence the U.S., U.K., Australia, Germany, Singapore and Canada. Cornell Capital Partners provides innovative financing solutions to growing companies in the small-cap sector, worldwide.<\p>

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