UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Nevada 0-25753 87-0449667
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State or other jurisdiction Commission File Number IRS Employer
of incorporation Identification No.
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02 Unregistered Sales of Equity Securities
On July 18, 2007, the Company completed agreements and arrangements to satisfy its outstanding indebtedness, including $1,860,000 principal amount of secured convertible debentures, to Cornell Capital Partners, LP/Montgomery Equity Partners, Ltd. ("Cornell"). Under the terms of a previously entered letter of agreement, the Company paid to Cornell a total of $1,800,000 and 13,000,000 shares of its common stock and issued to Cornell a four-year warrant to purchase a total of 5,000,000 of the Company's common stock at an exercise price of $.03. The 13,000,000 shares are being maintained in escrow, and the Company has agreed to purchase or have other parties purchase these shares for a total of $400,000 on or before October 1, 2007. If the entire purchase price is not received by that date, Cornell will retain the 13,000,000 shares. The Company also has an assignable right to purchase some or all of the warrant by December 31, 2007 for a price equal to the number of shares underlying the warrant times the difference between $.03 and the volume weighted average of the Company's common stock with a minimum purchase price per share of $.03. The Company has also provided Cornell with piggyback registration rights with regard to the shares underlying the warrant. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. In connection with the satisfaction of the Cornell obligations, Cornell has agreed to release all liens regarding the property and assets of the Company and its subsidiaries.
In connection with the satisfaction of the Cornell obligations and to provide the Company with working capital, the Company has issued and assigned an aggregate of $2,200,000 in securities to various investors from May 1 through July 20, 2007. In exchange for $1,250,000 from the Black Diamond Fund, LLLP, the Company issued a $1,250,000 promissory note. The note matures on February 8, 2008 and bears interest at the rate of 16% per annum compounded daily. In addition, Black Diamond was assigned $400,000 principal amount of the Cornell debentures convertible into 16,000,000 shares of the common stock of the Company at a conversion rate of $0.025 per share. These obligations are secured by either a primary or secondary lien in the Company's assets excluding those assets owned by its Fittipaldi Carriers subsidiary. Black Diamond also received, in escrow, 100,000 shares of Series I Preferred Stock convertible into 50,000,000 shares of common stock of the Company. One-half of these preferred shares will be released to the Company from escrow upon payment to Cornell of $400,000 for the 13,000,000 escrowed shares. The remainder of these preferred shares will be released to the Company upon full repayment of the note and interest by the maturity date or, if not repaid by then, 5,000 shares will be released to Black Diamond commencing on the due date and on each monthly anniversary thereafter if the note and interest have not been repaid in full by such dates.
In exchange for $350,000, one accredited investor who also owns in excess of 10% of the Company's common stock, was issued a $350,000 promissory note as well as the assignment of $140,000 of Cornell debentures which on June 20, 2007 were converted into 5,600,000 of common stock. The maturity date for the note is January 15, 2008 and interest is payable at the rate of 16% per annum, payable at maturity in cash or stock at the Company's discretion. Furthermore, prior to August 31, 2007, the investor may convert the note and accrued interest thereon into shares of the Company's common stock at a conversion rate of $0.041666 per share. The note is secured by either a primary or secondary lien in the Company's assets excluding those assets owned by its Fittipaldi Carriers subsidiary.
In exchange for $600,000, six investors were assigned $600,000 principal amount of Cornell debentures on the following terms: the Cornell debentures will have an extended maturity date to January 15, 2008; interest is payable at the rate of 16% per annum payable at maturity in cash or stock at the Company's discretion; conversion price to be fixed at $0.025 per share allowing conversion into an aggregate of 24,000,000 shares of the Company's common stock; and secured by either a primary or secondary lien in the Company's assets excluding those assets owned by its Fittipaldi Carriers subsidiary.
All of the investors in the separate financings were accredited investors, some of whom are existing investors in the Company. All of the purchasers had access to appropriate information pertaining to the Company. Accordingly, the issuance or assignment of the securities was exempt from registration under either Section 4(2) or Section 4(1) of the Securities Act of 1933.
Item 7.01 Regulation FD Disclosure
A press release dated July 19, 2007 was issued by the Company relative to the satisfaction of the Cornell obligations a copy of which is included herein as an Exhibit.
Item 9.01 Financial Statements and Exhibits
b. Exhibits
4.13 Form of Term Sheet for Purchase of Outstanding
Debentures (Version 1)
4.14 Form of Term Sheet for Purchase of Outstanding
Debentures (Version 2)
10.41 Letter of Agreement Dated June 28, 2007 Between the
Company and Cornell Capital Partners, LP
10.42 $1,250,000 Financing Agreement Dated May 8, 2007
with The Black Diamond Fund LLLP
10.43 May 8, 2007 Promissory Note Issued to The Black
Diamond Fund LLLP
99.1 Press Release Dated July 19, 2007 Announcing
Satisfaction of Obligations to Cornell Capital
Partners, LP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FITTIPALDI LOGISTICS, INC.
By: /s/ Frank P. Reilly
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Frank P. Reilly
Chief Executive Officer
Date: July 25, 2007
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Exhibit 4.13
TRANSACTION: Fittipaldi Logistics, Inc., a Nevada corporation (the
"Company"), has negotiated the settlement of all its
outstanding obligations to Cornell Capital Partners, LP
and its affiliates ("Cornell"). As part of this
settlement, Cornell will assign up to $1,200,000 of the
Company's 5% secured convertible debentures (the
"Debentures") to Investors
BUYER: Accredited investors (the "Investors")
TO BE ASSIGNED: Up to $1,200,000 with a minimum of $50,000
per Investor
REVISED TERMS Simultaneous with the assignment of the Debentures,
the Company is prepared to amend certain terms of the
Debentures as follows:
o Investors shall waive the past due payments of
principal and interest on the Debentures and extend the
maturity date to January 15, 2008
o Company shall have the right to redeem the Debentures,
without penalty, subject to Investors' conversion
rights
o Interest shall accrue until maturity date at 16.0% per
annum in cash or stock at Company's discretion.
o Conversion price of $0.025 per share
o Shares issued upon conversion will be issued without
restrictive legend.
CLOSING DATE: As soon as possible, but not later than July 31, 2007
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I/we hereby purchase $_______ of Fittipaldi Logistics, Inc. secured convertible debentures, to be assigned by Cornell.
PURCHASER: _____________________________ BY: _____________________________ PRINTED NAME: ___________________ TITLE (if any): ___________________ TAX ID or SS#: ___________ DATE: ___________2007 |
Exhibit 4.14
TRANSACTION: Fittipaldi Logistics, Inc., a Nevada corporation (the
"Company"), has negotiated the settlement of all its
outstanding obligations to Cornell Capital Partners, LP and
its affiliates ("Cornell"). As part of this settlement,
Cornell will assign up to $1,200,000 of the Company's 5%
secured convertible debentures (the "Debentures") to Investors
BUYER: Current accredited shareholders of the Company (the
"Investors")
TO BE ASSIGNED: Up to $1,200,000 with a minimum of $50,000 per Investor
AMENDMENT
AGREEMENT: Simultaneous with the assignment of the Debentures, the
company is prepared to amend certain terms of the Debentures
as follows:
o Investors shall waive the payment of principal and
interest on the Debentures that was due on September 8,
2006 and extend the maturity date to January 15, 2008
o Company shall have the right to redeem the Debentures,
without penalty.
o Interest shall accrue until maturity date at 16.0% per
annum in stock or cash at Company's discretion.
o At maturity or early redemption Investor will receive full
payment plus interest and 800,000 shares of stock per
$50,000 investment.
o Shares issued upon conversion shall be free trading,
subject only to limitations imposed on shareholders owning
more than 10% of the Company's common stock.
CLOSING DATE: As soon as possible, but not later than July 14, 2007
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I/we hereby purchase up to $__________ of Fittipaldi Logistics, Inc. secured convertible debentures, to be assigned by Cornell.
PURCHASER(s): _____________________________ BY: _____________________________ PRINTED NAME(s): _____________________________ TITLE(s) (if any):______________ TAX ID or SS#: ______________ DATE: ______________, 2007 |
Exhibit 10.41
June 28, 2007
Cornell Capital Partners, LP
101 Hudson Street, Suite 3700
Jersey City, New Jersey 07302
Attention: Troy Rillo, Esq.
Troy:
Supplementing the letter agreement between Cornell Capital Partners, LP/Montgomery Equity Partners, Ltd. (collectively, "Cornell Capital") and Fittipaldi Logistics, Inc. ("Fittipaldi") dated January 17, 2007, and to finalize an amicable resolution and settlement with Cornell Capital, we agree to the following:
1. On or before July 14, 2007, Fittipaldi will irrevocably and unconditionally pay to Cornell Capital a total of $1.8 million and issue to Cornell a 4-year warrant to purchase a total of 5 million shares of Fittipaldi's common stock for an exercise price of $0.03 per share (the "Warrant") in satisfaction of all obligations under the Debentures and related charges owing to Cornell Capital. The Warrant will have cashless exercise provisions to the extent that the common stock underlying the Warrant is not registered with the SEC. In addition, the 13 million common shares and the Warrant which Fittipaldi agreed to issue to Cornell Capital are subject to Sections 2 & 3 below.
2. Fittipaldi will purchase or arrange for the purchase of the 13 million shares described above for a purchase price of $400,000 to be paid on or before October 1, 2007 (for purposes of clarity, the payment of $400,000 pursuant to this Section 2 is in addition to the $1.8 million set forth in Section1 hereof). The shares will be maintained in escrow with Schneider Weinberger & Beilly LLP pending payment of the $400,000 to Cornell Capital. No shares will be disbursed from escrow until Cornell has irrevocably and unconditionally received a total of $400,000. In the event that Cornell has not received the full $400,000 by October 1, 2007, then all 13.0 million shares will be disbursed by the escrow agent to Cornell and Cornell shall be free to dispose of such shares in any manner it so elects and shall be entitled to retain any and all proceeds from such disposition. Cornell shall have no obligation to Fittipaldi or any other party for the disposal of such shares even if the proceeds from such disposal (when combined with any partial cash payments) are in excess of the $400,000 set forth herein. Promptly after October 1, 2007, if Cornell has not received the full $400,000 payment set forth herein, the escrow agent shall disburse to Cornell the 13.0 million shares (and appropriate stock powers with medallion guarantees and legal opinions to remove any restrictive legends). In such event, the escrow agent and the Company's transfer agent are under strict, irrevocable instructions to promptly follow the instructions herein, and neither Fittipaldi nor anyone acting on behalf of Fittipaldi (either now or in the future) shall object to such disbursement and subsequent disposal by Cornell or provide contrary instructions to the escrow agent or transfer agent.
3. Fittipaldi shall have an assignable right to purchase some or all of the Warrant by December 31, 2007 for a price equal to the number of shares underlying the warrant being purchased times the difference between $0.03 and the volume weighted average of Fittipaldi's common stock (as determined by Bloomberg) for the five (5) trading days immediately preceding the date the warrant is purchased ("Avg Price") (i.e., if Avg Price = $0.06 per share then
the purchase price for 5 million shares = [$0.06 - $0.03] x 5 million shares = $150,000). In any such calculations, the Avg Price shall not be less than $0.06 per share.
4. Upon remittance of the $1.8 million payment to Cornell Capital, the latter will promptly authorize Fittipaldi to file UCC-3 Termination Statements to release any and all security interests held by Cornell in Fittipaldi or its subsidiaries.
5. As may be required or desired, the parties agree to exchange general releases either at the completion of the $1.8 million payment, excepting the provisions above regarding the purchase of the 13 million shares, or at the time of full payment for the 13 million common shares.
If the foregoing terms and conditions described above are satisfactory, please sign as indicated below. We look forward to an expeditious and successful closing of these transactions.
ACCEPTED AND AGREED: Sincerely yours,
CORNELL CAPITAL PARTNERS, L.P. FITTIPALDI LOGISTICS, INC.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: By:
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Troy J. Rillo, Senior Managing Director Frank Reilly, Chief Executive
Officer
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Exhibit 10.42
$1,250,000 FINANCING AGREEMENT
This Financing Agreement ("Agreement") is made this 8th day of May, 2007 by and between The Black Diamond Fund, LLLP, a Minnesota limited partnership ("BD"), and Fittipaldi Logistics, Inc., a Nevada Corporation ("FPLD").
In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Loan.
1.1. On the Closing Date (as defined herein), BD shall wire transfer $250,000.00 to FPLD, in accordance with the terms of the May 8, 2007 Promissory Note ("Note") to be executed simultaneously with this document.
1.2. On the Closing Date (as defined herein), BD shall wire transfer $1,000,000.00 to the Escrow Agent (as defined herein), in accordance with the terms of the Note to be executed simultaneously with this document.
2. Escrow.
2.1. Fred R. Harbecke ("Escrow Agent") shall serve as escrow agent. All reasonable fees associated with the Escrow Agent shall be the responsibility of FPLD.
2.2. The $1,000,000 ("Escrowed Money") described in Paragraph 1.2 above shall be held in escrow by the Escrow Agent in an interest-bearing account, which interest shall be paid to BD, until the Escrow Agent receives a Joint Order pursuant to Paragraph 2.3 below, signed by both parties, releasing the Escrowed Money to FPLD. If no such order is submitted to the Escrow Agent within six months of the Closing Date, the Escrowed Money shall be returned to BD by the Escrow Agent. In the event that the Escrowed Money is returned to BD, the interest accrued on the Escrowed Money under the note shall still be due and payable by FPLD from the date the money is placed into escrow until the date the money is returned to BD. A copy of the escrow instructions is attached hereto as Exhibit A.
2.3. The parties agree to execute a Joint Order releasing the Escrowed Money to FPLD upon the completion of all of the following:
2.3.1. Receipt by Escrow Agent of Series I Preferred Stock certificates representing 100,000 shares of Series I Preferred Stock from FPLD made out to "The Black Diamond Fund, LLLP" (the "Escrowed Shares"). The certificates shall be made out in the amounts as follows: one certificate for 50,000 shares, and ten certificates, each for 5,000 shares.
2.3.2. Agreement to attachment of lien by BD as soon as possible after the Cornell Buyout (as defined herein) on all available assets of FPLD, including FPLD's ownership interest in Fittipaldi Carriers, Inc., but excluding assets owned directly by Fittipaldi Carriers, Inc. and its subsidiaries. The lien shall also include any assets owned by FPLD after April 15, 2007, and subsequently transferred to Fittipaldi Carriers, Inc. The lien document to be executed is attached hereto as Exhibit B.
2.3.3. Signed Agreement with Cornell Capital ("Cornell Buyout"), stipulating the terms under which it will release FPLD's entire debt to Cornell Capital.
2.3.4. Signed commitments of monetary funds expressly set aside to be used for the Cornell Buyout, which funds are equal to or greater than the Cornell Buyout less the Escrowed Money. For the purpose of example, if the amount due by Fittipaldi in the Cornell Buyout is $1,900,000, the signed commitments must equal $900,000.
2.4. Upon BD's receipt of the Free-Trading Shares (as defined in Paragraph 4.1 below), the parties shall execute a Joint Order releasing 1/2 of the Escrowed Shares to FPLD.
2.5. Upon repayment of the Note in full, including any accrued interest or fees, the parties shall execute a Joint Order releasing the remaining Escrowed Shares to FPLD.
2.6. If any of the Escrowed Shares or Escrowed Money remains in escrow nine months and 16 days after Closing, the Escrow Agent shall transfer the Escrowed Money and 5,000 of the Escrowed Shares to BD. If additional escrowed shares remain in the Escrow Account without receiving a Joint Order.
2.7. If all of the Escrowed Money is returned to BD by the Escrow Agent, the Escrow Agent shall transfer all Escrowed Shares, less 20,000 shares, to FPLD.
3. Closing
3.1. Closing shall take place at 2:00pm on Tuesday May 8, 2007 at the office of Philly Financial, 3346 Commercial Ave., Northbrook, IL 60062.
3.2. At closing, FPLD shall provide the following to BD:
3.2.1. An executed Board Resolution from FPLD's board of directors authorizing the issuance to BD of 100,000 shares of its Series I Preferred Stock with each share convertible into 500 shares of common stock, collectively convertible into a total of fifty million (50,000,000) shares of FPLD common stock.
3.2.2. A copy of the letter sent to the Nevada Secretary of State submitting the Certificate of Designation for the Series I Preferred Stock.
3.2.3. A facsimile of the signed and sealed Note with the original Note sent by FedEx for delivering on May 9, 2007.
3.2.4. An executory copy of Form UCC1, granting a Security Interest to BD.
4. Cornell Payoff and Free-trading Shares
4.1. Within 7 days of the date upon which the Escrowed Money is released to FPLD, FPLD will transmit Sixteen Million (16,000,000) free-trading shares of FPLD common stock ("Free-Trading Shares") to BD.
4.2. BD agrees not to sell more than 1,000,000 of the Free-Trading Shares for each 30 day period after receipt of the FPLD common stock, any number
of shares less than 1,000,000 sold during any one-month period shall roll-over to the next one-month period. In no event, however, shall BD sell more than 4,000,000 of the Free-Trading Shares during any one month period, without the prior written consent of FPLD.
4.3. Numbers of shares listed in this Section 4 are based on FPLD's current share structure. If FPLD performs a forward split of its common stock, the number of shares described in this Section 4 shall increase in the same ratio as the forward split.
5. Miscellaneous
5.1. Assignment. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement, which it may withhold in its absolute discretion.
5.2. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.
5.3. Jurisdiction and Venue. This Agreement shall be deemed to have been accepted and delivered in the State of Illinois, and this Agreement shall be governed in all respects by the laws of the State of Illinois. The parties irrevocably and unconditionally consent to personal jurisdiction and venue of any state or federal court sitting in, or with jurisdiction over actions arising in, Cook County, Illinois, for purposes of any dispute arising out of or related to this Agreement, and any objections to such jurisdiction and venue are hereby expressly WAIVED by the parties.
5.4. Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
5.5. Notice. All notices, requests, demands and other communications made in connection with this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery, if delivered to the persons identified below, or three days after mailing if mailed by certified or registered mail, postage prepaid, return receipt requested, addressed as follows:
If to BD (prior to June 1, 2007): If to FPLD: 3346 Commercial Ave. 902 Clint Moore Road, Suite 204 Northbrook, IL 60062 Boca Raton, FL 33487 Attn: Brandon Goulding Attn: David S. Brooks If to BD (on or after June 1, 2007): 155 Revere Dr., Ste. 10 Northbrook, IL 60062 Attn: Brandon Goulding |
Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this paragraph.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be duly executed as of the date first written above.
THE BLACK DIAMOND FUND, LLLP FITTIPALDI LOGISTICS, INC.
By: /s/ Brandson S. Goulding By: /s/ David S. Brooks
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Brandon S. Goulding, on behalf of David S. Brooks, its Chief
Philly Financial, its Investment Advisor Executive Officer
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Exhibit 10.43
May 8, 2007 PROMISSORY NOTE
US $1,250,000.00 May 8, 2007
FOR VALUE RECEIVED, Fittipaldi Logistics, Inc., a Nevada corporation (the "Maker"), promises to pay to the order of The Black Diamond Fund, LLLP (the "Holder"), a Minnesota Limited Partnershp having a place of business at 3346 Commercial Avenue, Northbrook, Illinois 60062, or such address as the Holder may from time to time designate in writing to the Maker, the principal sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) with interest on the unpaid balance as hereinafter provided.
Interest on this Note at the rate of 16.0% per annum, compounded daily, shall accrue and be payable on the Maturity Date as hereinafter defined.
The principal amount of this Note and all accrued but unpaid interest shall be due and payable on the nine-month anniversary of the date of issuance of the Note (the "Maturity Date"). Notwithstanding the foregoing, the Maker may prepay up to all the principal amount of this Note and all accrued but unpaid interest at any time without incurring any penalty.
The following shall constitute "Events of Default" under this Note:
1. The Maker fails to make the payment required by this Note within 15 days of its due date.
2. The Maker becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of creditors, or any proceeding is instituted by or against the Maker alleging that the Maker is insolvent or unable to pay its debts as they mature, and any such proceeding, if involuntary, is not dismissed or stayed on appeal or otherwise within 30 days.
Upon the occurrence of an Event of Default, the entire unpaid principal amount of this Note together with accrued but unpaid interest thereon, shall at once become due and payable without requiring notice by the Holder. Failure to provide notice shall not constitute a waiver of this right. From the date of the Event of Default, interest shall accrue at a rate of the lesser of 32% per annum or the maximum rate permitted by applicable law, compounded daily. Additionally, there shall be a monthly Default Administrative Fee equal to 5,000 shares of the Maker's Series I preferred stock ("Preferred Stock") held by the Escrow Agent due on the date of the Event of Default and every 30 days thereafter until full repayment of all amounts due under this Note.
Upon the final settlement of all of Maker's obligations to the Holder of the Maker's Series B 5% secured convertible debentures, this Note shall become secured by the same collateral as was used to secure the Series B 5% secured convertible debentures with the exception of the assets related to the Maker's trucking operations that are held by Fittipaldi Carriers, Inc., a Florida corporation, and its subsidiaries.
It is the intent of the parties that in no event shall the amount of interest due or payment in the nature of interest payable hereunder exceed the maximum rate of interest permitted by applicable law, as may be in effect from time-to-time, and in the event the amount of interest due or payable hereunder exceeds such maximum rate, interest shall be reduced to the maximum amount that is permitted by applicable law and the payment of any such excess shall be deemed to be a prepayment of principal.
This Note shall be governed and construed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles thereof. The Maker hereby consents to the jurisdiction of the courts located in Cook County, Illinois, as the exclusive forum to resolve any disputes arising out of this Note. The Maker hereby waives any objection it may have to the jurisdiction of such courts or the laying of venue in such county.
The Maker agrees to pay or reimburse the Holder and any other holder hereof of all costs and expenses of preparing, seeking advice in regard to, enforcing, and preserving its rights under this Note or any guarantee, document or instrument executed in the connection herewith (including reasonable attorneys' fees and costs and reasonable time charges of attorneys who may be employees of the Holder, whether in or out of court, in original or appellate proceedings or in bankruptcy.)
Except as provided in this Note, presentment, protest, notice, notice of dishonor, demand for payment, notice of protest and notice of non-payment are hereby waived.
The failure or delay by the Holder of this Note in exercising any of his rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance. The Holder of this Note may not waive any of its rights, except in an instrument in writing signed by the Holder.
This Note may not be amended except in a writing signed by the Maker.
By: /s/ David S. Brooks
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Printed Name: David S. Brooks, its
Chief Executive Officer
Date: May 4, 2007
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Exhibit 99.1
Fittipaldi Logistics, Inc.
FOR IMMEDIATE RELEASE
July 19, 2007
FITTIPALDI LOGISTICS SATISFIES OBLIGATION TO LENDER
BOCA RATON, FL - July 19, 2007 - Fittipaldi Logistics, Inc. (OTC Bulletin Board:
FPLD), "dedicated to improving transportation and the environment through
intelligent information management and time critical environmental solutions" ;
announced today that it has satisfied all of its debt obligations to Cornell
Capital and its affiliates. Further, Cornell has agreed to release all security
interests in Fittipaldi Logistics or any of its subsidiaries assets. The
agreement provides an immediate cash settlement of the debt. In addition all
remaining shares are being held in escrow pending exercise of an option to
purchase such securities.
Frank Reilly, CEO of Fittipaldi Logistics, said; "This deal is the initial step and cornerstone of our ongoing plan of action. When I accepted this position I stated that the beneficial restructuring of our debt was my first priority. Today we have kept a promise we made to ourselves and our stockholders. I am proud to announce that this transaction is now signed, sealed, and most significantly, delivered. "
About Fittipaldi Logistics, Inc.
Fittipaldi Logistics, Inc. is a technology company that specializes in providing
pertinent, real-time information to the worldwide transportation and security
industries. Our telematics solutions collect vehicle and container-based data
and integrate it with information gathered from various disparate legacy systems
across the supply chain. The data is then synthesized and reformatted into
valuable, actionable information, and delivered to appropriate end-users across
the logistics value chain through secure web-based applications. Specific
offerings include: vehicle tracking, inventory/asset visibility, secure
trucking, matching available freight with available trucks, and many others. In
addition, through Fittipaldi Environmental Solutions, the company has adapted
its product to provide critical information enabling verification of fuel
savings and reduction of harmful emissions.
Contact Information:
Fittipaldi Logistics' Corporate Investor Relations
(866) 998-7557 x 301 email: ir@emmologic.com
This press release includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding our current business plans, strategies and objectives that involve risks and uncertainties that could cause actual results to differ materially from anticipated results. The forward-looking statements are based on our current expectations and what we believe are reasonable assumptions; however, our actual performance, results and achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Factors, within and beyond our control, that could cause or contribute to such differences include, among others, the following: we have a history of losses and an accumulated deficit, expect losses to continue for the foreseeable future and will need to raise additional working capital in order to implement our business model and sustain our operations; the
loss of one or more of our major customers could materially and adversely effect our future revenue and business operations; as well as those factors discussed under "Risk Factors" in our Annual Report on form 10-KSB filed on October 13, 2006 and various disclosures in other reports filed from time to time with the United States Securities and Exchange Commission.