EX-99.1
13
v091519_ex99-1.htm
Exhibit
99.1
Press
Release
Source:
International Imaging Systems, Inc.
International
Imaging Systems Completes Share Exchange to Acquire PRC Bio-Diesel and Oil
Company
Thursday
October 25, 11:52 am ET
XI'AN,
China, Oct. 25 /PRNewswire-FirstCall/ -- International Imaging Systems, Inc.
(the "Company") (OTC Bulletin Board: IIMG.OB
-
News)
today
announced that it has completed a share exchange under which it acquired 100%
of
the outstanding capital stock of Baorun China Group Limited ("Baorun China"),
a
Hong Kong company. Baorun China's wholly-owned subsidiary, Redsky Industrial
(Xi'an) Co., Ltd. ("Redsky China"), a P.R.C. company, operates its business
in
China through Xi'an Baorun Industrial Development Co., Ltd. ("Xi'an Baorun").
Xi'an Baorun, a P.R.C. company located in Xi'an, Shaanxi Province in China,
specializes in the development, exploration, production and distribution of
bio-diesel and wholesale and processing of heavy oil and finished oil products
in China. Under the terms of the share exchange, in exchange for all of their
shares of Baorun China, the Company issued the shareholders of Baorun China
approximately 94% of the Company's common stock. In connection with the
transaction, one of the directors and all of the officers of the Company prior
to the share exchange resigned; Mr. Gao Xincheng was appointed as a director,
as
Chairman and Chief Executive Officer of the Company, Ms. Li Gaihong was
appointed as Chief Financial Officer of the Company and Mr. Chen Jun was
appointed as Chief Operating Officer of the Company. Ms. Li will join as a
member of the board of directors at a later date, immediately after the
resignation of Mr. John Vogel as a member of the board of directors.
Concurrent
with the share exchange, the Company completed a private equity financing of
$10
million with 1 accredited investor. Pursuant to the financing, the Company
issued 1,000,000 shares of its Series A Convertible Preferred Stock, initially
convertible into 4,545,455 shares of the Company's common stock, subject to
adjustment and warrants to purchase up to an aggregate of 5,681,819 shares
of
Company common stock. The proceeds from the financing will be used for working
capital and general corporate purposes.
The
Company will file a Current Report on Form 8-K with the Securities and Exchange
Commission within the required time period, which Report will disclose detailed
information about the Company and its subsidiaries, including financial
statements for the fiscal years ended December 31, 2004, 2005 and 2006 and
the
six months ended June 30, 2006 and 2007, and further details regarding the
transactions disclosed above.
The
securities issued in connection with the transactions have not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold
in
the United States absent registration under the Securities Act and applicable
state securities laws or an applicable exemption from those registration
requirements. The Company has agreed to file a registration statement within
45
days of the closing of the transaction, covering the resale of 1,500,000 shares
of common stock issued to one of the stockholders of Baorun China, and 1,123,769
shares of common stock that were issued to stockholders of the Company prior
to
the share exchange. The Company also agreed to file a registration statement
at
a later date covering the resale of the shares of common stock underlying the
Series A Convertible Preferred Stock; the warrants issued to the investor in
the
financing have demand registration rights.
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy nor will there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction.
About
International Imaging Systems, Inc.
International
Imaging Systems, Inc., through its subsidiaries, is engaged primarily in the
development, exploration, production and distribution of bio- diesel and
wholesale and processing of heavy oil and finished oil products in China.
Forward-looking
Statements
This
news
release contains "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, including
statements related to the option to purchase additional securities.
Forward-looking statements include statements with respect to the Company's
beliefs, plans, objectives, goals, expectations, anticipations, assumptions,
estimates, intentions, and future performance, and involve known and unknown
risks, uncertainties and other factors, which may be beyond the Company's
control, and which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements, its
ability to control its expansion, its ability to maintain relationships with
customers, its limited operating history, the availability and cost of raw
materials, ability to expand its current manufacturing capacity, ability to
develop new business segments, effects of competition, risks of operating in
China and the other factors listed under "Risk Factors" in its filings with
the
SEC. All statements other than statements of historical fact are statements
that
could be forward-looking statements. The Company assumes no obligation to update
the information contained in this news release.
Source:
International Imaging Systems, Inc.

EX - 99 . 1 13 v091519 _ ex99 - 1 . htm Exhibit 99 . 1 Press Release Source : International Imaging Systems , Inc . International Imaging Systems Completes Share Exchange to Acquire PRC Bio - Diesel and Oil Company Thursday October 25 , 11 : 52 am ET XI ' AN , China , Oct. 25 / PRNewswire - FirstCall / -- International Imaging Systems , Inc . ( the " Company " ) ( OTC Bulletin Board : IIMG . OB - News ) today announced that it has completed a share exchange under which it acquired 100 % of the outstanding capital stock of Baorun China Group Limited ( " Baorun China " ) , a Hong Kong company . Baorun China 's wholly - owned subsidiary , Redsky Industrial ( Xi ' an ) Co . , Ltd . ( " Redsky China " ) , a P . R . C . company , operates its business in China through Xi ' an Baorun Industrial Development Co . , Ltd . ( " Xi ' an Baorun " ) . Xi ' an Baorun , a P . R . C . company located in Xi ' an , Shaanxi Province in China , specializes in the development , exploration , production and distribution of bio - diesel and wholesale and processing of heavy oil and finished oil products in China . Under the terms of the share exchange , in exchange for all of their shares of Baorun China , the Company issued the shareholders of Baorun China approximately 94 % of the Company 's common stock . In connection with the transaction , one of the directors and all of the officers of the Company prior to the share exchange resigned ; Mr . Gao Xincheng was appointed as a director , as Chairman and Chief Executive Officer of the Company , Ms . Li Gaihong was appointed as Chief Financial Officer of the Company and Mr . Chen Jun was appointed as Chief Operating Officer of the Company . Ms . Li will join as a member of the board of directors at a later date , immediately after the resignation of Mr . John Vogel as a member of the board of directors . Concurrent with the share exchange , the Company completed a private equity financing of $ 10 million with 1 accredited investor . Pursuant to the financing , the Company issued 1,000,000 shares of its Series A Convertible Preferred Stock , initially convertible into 4,545,455 shares of the Company 's common stock , subject to adjustment and warrants to purchase up to an aggregate of 5,681,819 shares of Company common stock . The proceeds from the financing will be used for working capital and general corporate purposes . The Company will file a Current Report on Form 8 - K with the Securities and Exchange Commission within the required time period , which Report will disclose detailed information about the Company and its subsidiaries , including financial statements for the fiscal years ended December 31 , 2004 , 2005 and 2006 and the six months ended June 30 , 2006 and 2007 , and further details regarding the transactions disclosed above . The securities issued in connection with the transactions have not been registered under the Securities Act of 1933 , as amended , and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements . The Company has agreed to file a registration statement within 45 days of the closing of the transaction , covering the resale of 1,500,000 shares of common stock issued to one of the stockholders of Baorun China , and 1,123,769 shares of common stock that were issued to stockholders of the Company prior to the share exchange . The Company also agreed to file a registration statement at a later date covering the resale of the shares of common stock underlying the Series A Convertible Preferred Stock ; the warrants issued to the investor in the financing have demand registration rights . This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or jurisdiction in which such offer , solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction . About International Imaging Systems , Inc . International Imaging Systems , Inc . , through its subsidiaries , is engaged primarily in the development , exploration , production and distribution of bio - diesel and wholesale and processing of heavy oil and finished oil products in China . Forward - looking Statements This news release contains " forward - looking statements " made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 , including statements related to the option to purchase additional securities . Forward - looking statements include statements with respect to the Company 's beliefs , plans , objectives , goals , expectations , anticipations , assumptions , estimates , intentions , and future performance , and involve known and unknown risks , uncertainties and other factors , which may be beyond the Company 's control , and which may cause the Company 's actual results , performance or achievements to be materially different from future results , performance or achievements expressed or implied by such forward - looking statements , its ability to control its expansion , its ability to maintain relationships with customers , its limited operating history , the availability and cost of raw materials , ability to expand its current manufacturing capacity , ability to develop new business segments , effects of competition , risks of operating in China and the other factors listed under " Risk Factors " in its filings with the SEC . All statements other than statements of historical fact are statements that could be forward - looking statements . The Company assumes no obligation to update the information contained in this news release . Source : International Imaging Systems , Inc .
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