Sunday, September 30, 2007

SITE SURVEY






Population and Fresh Water

Population and water resources are closely connected. The availability of fresh water limits how many people an area can support, while population growth, urbanization, and migration all affect the availability and quality of water resources. Population growth increases demand for water for food production, household consumption, and industrial uses. At some point, however, this increased demand becomes overuse, leading to depletion and pollution of surface and groundwater supplies that can cause chronic water shortages.

Scarce and degraded water supplies also often cause critical health problems. Polluted water, water shortages, and unsanitary living conditions kill over 12 million people a year (WHO, 1997) and cause a great deal of illness such as cholera, hepatitis A, amoebic dysentery, schistosomiasis, and dengue and malaria fevers. And this increasing competition for limited water supplies also causes social and political tensions. River basins and other water bodies do not respect national borders: one country’s use of upstream water often removes that water from use by downstream countries. There remains a real risk across the globe of escalating tension and perhaps conflict over access to freshwater supplies. Slowing population growth, conserving water. In less than 30 years, 50 countries could face serious water shortages, affecting more than 3.3 billion people—40 percent of the projected global population (Gardner-Outlaw & Engleman, 1997). The world, especially water-scarce countries (those with less than 1,000 cubic meters per person per year) that are afflicted with rapid population growth, must slow the growth in demand for water by slowing population growth as soon as possible. Family-planning services will empower millions of couples to space and limit their births if they so desire.

At the same time, the world’s “water profligacy” must end as soon as possible.

Throughout the world, enormous amounts of water are wasted due to inappropriate agricultural subsidies, inefficient irrigation systems, imprudent pricing of municipal water, poor watershed management, pollution, and other practices. The world can no longer afford to waste its precious supplies of fresh water.

Fresh Water Is A Critical Resource Issue

Fresh water is emerging as the most critical resource issue facing humanity. While the supply of fresh water is limited, both the world’s population and demand for the resource continues to expand rapidly. As Janet Abramovitz has written: “Today, we withdraw water far faster than it can be recharged—unsustainably mining what was once a renewable resource” (Abramovitz, 1996). Abramovitz estimates that the amount of fresh water withdrawn for human uses has risen nearly 40-fold in the past 300 years, with over half of the increase coming since 1950 (Abramovitz, 1996).

The world’s rapid population growth over the last century has been a major factor in increasing global water usage. But demand for water is also rising because of urbanization, economic development, and improved living standards. Between 1900 and 1995, for example, global water withdrawals increased by over six times—more than double the rate of population growth (Gleick, 1998). In developing countries, water withdrawals are rising more rapidly—by four percent to eight percent a year for the past decade—also because of rapid population growth and increasing demand per capita (Marcoux, 1994).

Moreover, increasing pollution is shrinking the supply of fresh water even further. In many countries, lakes and rivers are used as receptacles for an assortment of wastes—including untreated or partially treated municipal sewage, industrial poisons, and harmful chemicals that leach into surface and ground water during agricultural activities.

Caught between (a) finite and increasingly polluted water supplies, and (b) rapidly rising demand from population growth and development, many developing countries face difficult and uneasy choices. As the World Bank has warned, lack of water is likely to be the major factor limiting economic development in the decades to come (Serageldin, 1995).

Saturday, September 29, 2007

Special Edition for 1.1.4

Going Public by Means of a Reverse Takeover

In 2007 July, it was disclosed that it was going to seek IPO, Initial Public Offering. This special edition newsletter is to announce a better alternative than going IPO.

Given the right set of circumstances, completing a business combination with and into a U.S. public shell (“RTO”) can be a quicker and more cost effective way to take the company to public than an initial public offering (“IPO”).

One of the most important components of the RTO transaction is the public shell into which the operating company will merge. A public shell is a company that has registered securities with and is itself reporting to the SEC, but is not an operating company. Public shells are typically listed on the Over-the-Counter Bulletin Board (“OTCBB”) or, more commonly, on the Pink Sheets.

Ideally, the public shell will be free from liabilities, either because the shell company's prior liabilities have been “scrubbed” clean by bankruptcy proceedings or because the shell company has been dormant for at least the past six years. If the shell company has not been scrubbed by bankruptcy proceedings, thorough due diligence is required to ensure that all potential liabilities of the shell, actual and contingent, have been identified and quantified.

Once a clean public shell has been found, the method for business combination must be chosen. While there are several ways to combine the operating company with the public shell, a reverse triangular merger is the most advantageous in most cases. As a result of the reverse triangular merger, the stockholders of the operating company will typically hold about 90-95% of the issued and outstanding stock of the public shell, and the public shell will hold 100% of the issued and outstanding stock of the operating company. Within 15 days after the closing of the RTO transaction, the postmerger company must file a Form 8-K with the United States Securities and Exchange Commission (“SEC”) (this period will be shortened to 4 days after August 23, 2004). Within 75 days after the closing of the RTO transaction, at least two years of the operating company’s audited financials must and its pro forma financials must be filed with the SEC.

Since the RTO transaction itself may not be capital raising event, most companies plan a capital -raising transaction, often structured as a PIPE (“Private Investment in Public Equity”) transaction to occur simultaneously with the closing of the RTO transaction.

Alternatively, some companies choose to complete a public offering by registering additional securities with the SEC shortly after the completion of the RTO transaction.

As RTO would allow the company to use the publicly listed company as the equity issuer for the project, many institutional investors who are only allowed to invest in listed companies could now invest in the company through Private Placement of shares. This way, the company can raise more funds from the market without long scrutinizing process of IPO.


Advantages of an RTO vs. and IPO:

Compared to the IPO method of going public, an RTO can be:
Quicker (1-3 months to complete an RTO vs. up to 6 months for an IPO)
Can be considerably less expensive (often US$1 million or more for an IPO, and perhaps as low as US$350,000 to US$500,000 for an RTO)
No “IPO window” - market considerations - company can go public regardless of the state of the current market for IPOs

* Less of management's time is diverted from running the business
* Less dilution of management control
* Less intrusion from underwriters trying to reposition the company before taking it public


Disadvantages of an RTO vs. an IPO:

Compared to the IPO parties pursuing an RTO are likely to experience:
Low liquidity, low visibility. It may take 1-2 years to develop support for the post-merger company's stock, if secondary market support develops at all. The company bears the burden of SEC compliance during that period without fully enjoying the benefits of being a public company.
This should be taken into account when considering the costs of an RTO vs. an IPO.

The RTO transaction itself may not be a capital-raising event, and the financing that typically accompanies an RTO generally raises far less capital than an IPO.

At least initially, the stock typically trades on a low exposure exchange, such as the Pink Sheets


Summary:

RTO's may be appropriate for some companies that do not need to raise capital quickly and that expect to experience enough growth to reach a size and scale at which they can succeed as public entities.

The ideal RTO candidate should also have a solid financing strategy and analyst or investment bank “friends” or sponsors in the U.S. to assist with the initial capital raising event and, if possible, to provide analyst coverage.

The aim of this exercise is to raise enough funds, not unnecessary amount of funds, to set-up the factory as soon as possible so that the company can provide the products to the customer faster. However, at the same time, the company is careful in the quality of growth and who it is associated with, in addition to cut the cost and time of going public. For all these considerations, the company has chosen the path of RTO over IPO to bring the company to the next stage. The company also has the capable advisors connecting it to investment bankers and analysts in the market.

Objectives

1.1.1 Compliance to those lay down by the organizations.
1.1.2 Information point (ip) : ip will be various from 0 to 100, each point will be adjusted as according to the value of the perceived information value. The higher ip transmitted, the greater revenue for the system while lower ip will result in zero cost. Member registration (mr) : mr will record all member information. Account balancing (ab) : ab will track the transaction records and maintaining the record of balances. Security communication (sc) : sc safeguards the data confidentiality via the communication media. Security payment (sp) : sp ensures the correctness and completeness of the transaction via the communication media with sc.

1.1.3 Through implementation, planning, surveys, and maintenance to promote heart save environment in the community

1.1.4 Raise fund to increase the production efficiency and cost effectiveness of the green chemicals and filtrations systems on the land granted by the officials in Mainland China. The representative office has been moved from Mainland China to Hong Kong for a number of years.

1.1.5 Forums and Communications Channels to be initiated

Missions

1.1 The profits will go into various organizations as needed
1.2 Enhance System: information point system, member registration system, account balancing system, security communication system, security payment system
1.3 Increase AED programme market awareness and education of the essences to the public
1.4 Raise fund to increase the technology structure and establish the plant in Mainland China
1.5 。。。

Use of funds

1. One tenth will be contributed to charity organizations
2. Develop the system infrastructure for security communication and security payment gateway
3. Promotion and deployment of the AED programme in Hong Kong
4. Establishment of the water treatment project in Main China
5. 。。。

ECCPF

Environment and Community Connect Protection Fund
环保融资策略与社区保护与发展基金

Object: To protect our environment and improve our connections within our communities