It’s been a very busy couple of weeks. Just prior to Christmas I was focused night and day on a business plan for a client. This was in addition to, of course, Parmasters KW activities and many other responsibilities. Now it’s time, over the next few days, to catch my breath and prepare to make 2010 an incredible year!
We in the Parmasters world end 2010 with a big announcement. Parmasters HQ is now a publicly traded company!
Parmasters Golf Training Centers Inc. has completed its proposed merger with Avian Capital. The new company is now known as Aegis Investment Management (Golf), Inc.
Aegis will commence trading on the TSX Venture Exchange under the symbol “AIM” on January 4, 2010.
The media release is now all over the Internet, and can be found here on CNW. I’ve also included it below.
Make it a great day! For yes, you do have the power to do so!
Aegis successfully completes qualifying transaction and financing
VANCOUVER, Dec. 30 /CNW/ - Aegis Investment Management (Golf), Inc. ("Aegis" or the "Company"), formerly Avian Capital Inc. ("Avian") (AVA-P), announced today that it has completed its qualifying transaction (the "Qualifying Transaction") with Parmasters Golf Training Centers, Inc. ("Parmasters"), in accordance with Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX-V"). The associated filing statement of Avian (the "Filing Statement") was filed on September 25, 2009, and an addendum to the Filing Statement was filed on December 7, 2009 (both documents are available on http://www.sedar.com/).
Successful Completion of Transaction and Financing
Concurrent with the completion of the Qualifying Transaction, the Company changed its name from Avian Capital Inc. to Aegis Investment Management (Golf), Inc. Prior to the closing of the Qualifying Transaction the Company completed a non-brokered private placement financing of 1,420,000 common shares of the Company (the "common shares") at a price per common share of $0.18, for total gross proceeds of $255,600 (the "Avian Financing"). No agents were used for the Avian Financing. All of the common shares issued in connection with the Avian Financing will be subject to a seed share resale in accordance with TSX-V Policy 5.4.
In connection with the Qualifying Transaction, the Company issued 39,316,807 common shares to the shareholders of Parmasters in exchange for all their outstanding shares of Parmasters. Certain of these common shares have been deposited into escrow and will be released pursuant to the release schedules contained in the escrow agreements between the Company, the Company's escrow agent, Computershare Investor Services Inc., and those certain former shareholders of Parmasters who hold such escrowed securities. In addition, the Company's directors, officers and insiders have agreed that the release from escrow of any common shares held by them will not commence until at least US$1.5 million of the Company's accounts receivable have been collected. Although Mr. Godfrey, a director, holds 257,439 common shares that were purchased pursuant to the Avian Financing and are not otherwise subject to escrow, Mr. Godfrey has also agreed that these shares will remain subject to escrow restrictions until at least US$1.5 million of the Company's accounts receivable have been collected. Parmaster's current assets consist primarily of accounts receivable in the aggregate amount of CDN$2,253,842 as of July 31, 2009 and the collection of such accounts receivable is required in order for the Resulting Issuer to remain solvent for the next 12 months.
Shortly prior to the closing of the Qualifying Transaction, Parmasters completed a non-brokered private placement financing of 5,000,000 common shares at a price of $0.50 per share, for total gross proceeds of $2,500,000 (the "Parmasters Financing"). No agents were used for the Parmasters Financing. All of the common shares issued by the Company in exchange for the Parmasters Financing common shares upon completion of the Qualifying Transaction will be free-trading under Canadian securities laws.
The common shares of the Company are expected to commence trading under the symbol AIM as a Tier 2 Issuer on the TSX-V on January 4th, 2010.
Aegis President & CEO Tom Matzen said "The completion of the Qualifying Transaction is an important step forward for Aegis and allows us to take public high quality assets with the intention of building long term shareholder value. We intend to use the proceeds from the financings to invest in franchise marketing, pay the professional fees associated with the merger, service debts, and working capital for the growth of the Company. We would like to especially thank all those involved in completing this transaction. Thousands of hours of effort by our legal counsel, accountants, auditors, Board Members and Senior Officers have resulted in something that lays a good foundation for our shareholders."
In connection with the completion of the Qualifying Transaction: (a) Avian Acquisition Corp. (a Wyoming corporation and wholly-owned subsidiary of the Company) merged with Parmasters (also a Wyoming corporation) pursuant to a merger (the "Merger") completed under the Wyoming Business Corporations Act, with the result that Parmasters, as the surviving entity (the "Surviving Company"), became a wholly-owned subsidiary of the Company, and (b) pursuant to the Merger (i) the outstanding common shares of Parmasters were converted into and exchanged for fully paid and non-assessable common shares of the Company on a 1:1 basis, and (ii) a total of 2,083,943 common share purchase warrants of Parmasters were converted into and exchanged for common share purchase warrants of the Company on a 1:1 basis:
The directors of the Company consist of the following persons:
Tom Matzen - President, Chief Executive Officer, Co-Founder, Director
Michael Levy - Chief Investment Officer, Secretary, Director
Paul Cox - Director
Richard Godfrey - Director
The Officers of the Company consist of the following persons:
Tom Matzen - President, Chief Executive Officer, Co-Founder
Michael Levy - Chief Investment Officer
Robert Rudman - Chief Financial Officer
John Harrison - Chief Operating Officer
Andrew Winston - Director of Key Accounts
Allen Bonk - Director of Business Golf
The directors of the Surviving Company consist of the following persons:
Scott Hazledine - Chief Golf Professional, Co-Founder, Director
Tom Matzen - President, Chief Executive Officer, Co-Founder
Michael Levy - Chief Investment Officer, Director
As disclosed in the Company's Filing Statement, the Agreement and Plan of Merger, as amended, also contemplated that Scott Hazledine, a founding director of Parmasters, would also be appointed to the board of directors of the Company. However, certain limitations under the Business Corporations Act (British Columbia) limit the Company to only four directors until the next annual meeting of the Company's shareholders. Accordingly, Mr. Hazledine has not been appointed as a director of the Company. Mr. Hazledine continues as a director of the Surviving Company.
U.S. Securities Law Note
The securities of the Company referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
About Parmasters
Parmasters has developed and currently markets the following types of golf-related franchises: Parmasters(R) Golf Training Centers, Links Golf Cafés(TM) and Quantum Business Golf(TM). Assets include ownership of the Parmasters trademarks in Canada and the United States and the rights to use the intellectual property related to golf instruction and franchising.
About Aegis Investment Management (Golf), Inc.
Aegis currently has one golf training center franchise operating, in Memphis, Tennessee, one Quantum Business Golf Franchise operating in Vancouver, British Columbia, and eight Regional Franchisors operating in the United States, Canada, the Middle East and China. The Company has a total of 225 franchises awarded across their three franchise brands, and have been selected as a Top 50 Franchise in North America for four years in a row.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events. In addition, the Company's franchisees are independent businesses and, as a result, their operations may be negatively affected by factors beyond the Company's control which in turn may damage the Company's reputation and could negatively affect the Company's financial condition and performance. Revenues and earnings would also be negatively affected, and the Company's reputation could be harmed, if a significant number of franchisees were to: experience operational failures; experience financial difficulty; be unwilling or unable to pay Parmasters for any fees; or fail to enter into renewals of franchise agreements. The Company's brand recognition will be an important factor in developing and maintaining its competitive position. No assurance can be given that others will not independently develop substantially similar branding. In addition, Parmasters relies on one or more of the following to protect its proprietary rights: trademarks, copyrights, trade secrets, confidentiality procedures, and contractual provisions. Despite the Company's efforts to protect its proprietary rights, unauthorized parties may attempt to obtain and use information that Parmasters regards as proprietary. Stopping unauthorized use of the Company's proprietary rights may be difficult, time-consuming and costly. There can be no assurance that Parmasters will be successful in protecting its proprietary rights and, if it is not, its business, financial condition, liquidity and results of operations could be materially adversely affected. The Company's franchise system is also subject to franchise laws and regulations enacted by a number of provinces. Any new legislation or failure to comply with existing legislation may negatively affect operations, and could add administrative costs and burdens associated with these regulations, all of which could affect the Company's relationship with its franchisees.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF AEGIS AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.
%SEDAR: 00024645E
For further information: Tom Matzen, President and CEO, Aegis Investment Management (Golf), Inc., Telephone: 1-800-663-2331, Email: info@aegisinvestmentmanagement.com, Website: http://www.aegisinvestmentmanagement.com/, Telecopier: 1-800-416-6325
Thursday, December 31, 2009
Monday, December 14, 2009
Avian Capital Media Release
As many of you know, Parmasters Golf Training Centers Inc., our franchisor, is in the final stages of becoming a publicly traded company. They’re conducting a reverse takeover (RTO) of an existing capital pool company (CPC). This transaction involves many different jurisdictions, regulatory bodies and companies. As such, it’s complicated, and the process has been arduous.
The benefit at the end of the tunnel, of course, is Parmasters’ increased ability to raise capital and grow the entire business, to the benefit of all franchise owners and centers, including Parmasters Kitchener-Waterloo.
Avian Capital Inc. is the company that Parmasters is working with on the RTO. Avian issued the media release that follows back in early December.
Make it a great day! For yes, you do have the power to do so! The media release follows.
Source MARKET NEWS
Date 12/03/2009
Time 08:41:52 AM
Company Avian Capital Inc.
Title Avian
Receives Conditional Approval For Proposed
CDNX Symbol: AVA.P
Press Release
AVIAN CAPITAL INC ("AVA.P-V")
PARMASTERS GOLF TRAINING CENTERS INC ("PGFT-L")
- Avian Receives Conditional Approval For Proposed Merger
- With Parmasters
Avian Capital Inc. (AVA-P) is pleased to announce that on November 28, 2009 it received conditional approval for the completion of the proposed Merger with Parmasters Golf Training Centers, Inc. The Merger will constitute Avian's "Qualifying Transaction" under, and as defined in, the CPC Policy.
The Merger
On July 10, 2008, Avian and its wholly-owned subsidiary, Avian Acquisition Corp., entered into a Merger Agreement with Parmasters which contemplates the acquisition of Parmasters by Avian by way of a triangular Merger under the Wyoming Business Corporations Act. Under the terms of the Merger Agreement, Avian Acquisition Corp. will merge with and into Parmasters, leaving Parmasters as the surviving corporation and a wholly owned subsidiary of Avian. Each issued and outstanding common share of Parmasters will be surrendered by the holder to Avian in exchange for one fully paid and non-assessable common share of Avian, subject to adjustment in accordance with the terms of the Merger Agreement. In addition, Avian will issue up to an aggregate of 2,083,944 common share purchase warrants in exchange for an equivalent number of outstanding common share purchase warrants of Parmasters, exercisable at an exercise price of either US$0.50 to US$1.25 per share until May 15, 2010 or March 31, 2012. The aggregate consideration to be paid by Avian upon the completion of the Merger will consist of the issuance of up to 39,316,807 Avian Shares.
Listing Approval is Conditional
Exchange approval of the Merger is subject to certain conditions including, among other things: (a) the filing of an Addendum to the Filing Statement that contains unaudited interim financial statements for the period ended July 31, 2009 and a pro forma consolidated balance sheet for the Resulting Issuer as of July 31, 2009; and (b) the closing of the previously-announced CDN $2,500,000 private placement by Parmasters of 5,000,000 shares at $0.50 per share.
About Parmasters
Parmasters was incorporated in the State of Wyoming in July, 2004. It has one predecessor, Parmasters Golf Training Centers LLC, a Nevada limited liability company formed in April, 2000 (the "Parmasters Predecessor"). In December, 2004, Parmasters purchased several assets from the Parmasters Predecessor, including the ownership of the Parmasters trademarks in Canada and the United States and the rights to use the intellectual property assets related to golf instruction and franchising. Parmasters has developed and currently markets the following types of golf-related franchises: Parmasters(r) Golf Training Centers, Links Golf CafsTM and Quantum Business GolfTM.
About Avian Capital
Avian, a capital pool company within the meaning of the policies of the Exchange, was incorporated in October, 2006 and was listed on the Exchange in March, 2007. Avian does not have any operations and has no assets other than cash. Avian's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Trading in Avian Shares has been halted on the Exchange since April 9, 2008 and will resume trading on the completion of the Qualifying Transaction.
For further information, please contact:
Paul Cox
President
Avian Capital Inc.
207 - 1425 Marine Drive
West Vancouver, BC V7T 1B9
Ph: (778) 786-1285 Fax: (604) 926-5806
Email: paul@aviancapital.com
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management filing statement or addendum thereto to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Canaccord Financial Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to Avian's beliefs, plans, expectations, anticipations, estimates and intentions, such as Avian's acquisition of Parmasters by way of the Merger, the completion of the private placements by Parmasters and the activities of Avian and Parmasters after the Merger. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes Avian's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events. In addition, Parmasters' franchisees are independent businesses and, as a result, their operations may be negatively affected by factors beyond Parmasters' control which in turn may damage Parmasters' reputation and could negatively affect Parmasters' financial condition and performance. Revenues and earnings would also be negatively affected, and Parmasters' reputation could be harmed, if a significant number of franchisees were to: experience operational failures; experience financial difficulty; be unwilling or unable to pay Parmasters for any fees; or fail to enter into renewals of franchise agreements. Parmasters' brand recognition will be an important factor in developing and maintaining its competitive position. No assurance can be given that others will not independently develop substantially similar branding. In addition, Parmasters relies on one or more of the following to protect its proprietary rights: trademarks, copyrights, trade secrets, confidentiality procedures, and contractual provisions. Despite Parmasters' efforts to protect its proprietary rights, unauthorized parties may attempt to obtain and use information that Parmasters regards as proprietary. Stopping unauthorized use of Parmasters' proprietary rights may be difficult, time-consuming and costly. There can be no assurance that Parmasters will be successful in protecting its proprietary rights and, if it is not, its business, financial condition, liquidity and results of operations could be materially adversely affected. Parmasters' franchise system is also subject to franchise laws and regulations enacted by a number of provinces. Any new legislation or failure to comply with existing legislation may negatively affect operations, and could add administrative costs and burdens associated with these regulations, all of which could affect Parmasters' relationship with its franchisees. Parmaster's current assets consist primarily of accounts receivable in the aggregate amount of CDN$2,253,842 as of July 31, 2009 and the collection of such accounts receivable is required in order for the Resulting Issuer to remain solvent for the next 12 months.
Avian cautions that the foregoing list of material factors is not exhaustive. When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Avian has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF AVIAN AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE AVIAN MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
Capitalization Report for Avian Capital Inc
Shares Issued: 4050000
Shares Escrow: 2000000
TEL: (778) 786-1285 Paul Cox
FAX: (604) 926-5806 President
paul@aviancapital.com Avian Capital Inc.
____________________________________________________________
(c)2009 Market News Publishing Inc. All rights reserved.
Toronto:(416)366-8881 Vancouver:(604)689-1101 Fax:(604)689-1106
The benefit at the end of the tunnel, of course, is Parmasters’ increased ability to raise capital and grow the entire business, to the benefit of all franchise owners and centers, including Parmasters Kitchener-Waterloo.
Avian Capital Inc. is the company that Parmasters is working with on the RTO. Avian issued the media release that follows back in early December.
Make it a great day! For yes, you do have the power to do so! The media release follows.
Source MARKET NEWS
Date 12/03/2009
Time 08:41:52 AM
Company Avian Capital Inc.
Title Avian
Receives Conditional Approval For Proposed
CDNX Symbol: AVA.P
Press Release
AVIAN CAPITAL INC ("AVA.P-V")
PARMASTERS GOLF TRAINING CENTERS INC ("PGFT-L")
- Avian Receives Conditional Approval For Proposed Merger
- With Parmasters
Avian Capital Inc. (AVA-P) is pleased to announce that on November 28, 2009 it received conditional approval for the completion of the proposed Merger with Parmasters Golf Training Centers, Inc. The Merger will constitute Avian's "Qualifying Transaction" under, and as defined in, the CPC Policy.
The Merger
On July 10, 2008, Avian and its wholly-owned subsidiary, Avian Acquisition Corp., entered into a Merger Agreement with Parmasters which contemplates the acquisition of Parmasters by Avian by way of a triangular Merger under the Wyoming Business Corporations Act. Under the terms of the Merger Agreement, Avian Acquisition Corp. will merge with and into Parmasters, leaving Parmasters as the surviving corporation and a wholly owned subsidiary of Avian. Each issued and outstanding common share of Parmasters will be surrendered by the holder to Avian in exchange for one fully paid and non-assessable common share of Avian, subject to adjustment in accordance with the terms of the Merger Agreement. In addition, Avian will issue up to an aggregate of 2,083,944 common share purchase warrants in exchange for an equivalent number of outstanding common share purchase warrants of Parmasters, exercisable at an exercise price of either US$0.50 to US$1.25 per share until May 15, 2010 or March 31, 2012. The aggregate consideration to be paid by Avian upon the completion of the Merger will consist of the issuance of up to 39,316,807 Avian Shares.
Listing Approval is Conditional
Exchange approval of the Merger is subject to certain conditions including, among other things: (a) the filing of an Addendum to the Filing Statement that contains unaudited interim financial statements for the period ended July 31, 2009 and a pro forma consolidated balance sheet for the Resulting Issuer as of July 31, 2009; and (b) the closing of the previously-announced CDN $2,500,000 private placement by Parmasters of 5,000,000 shares at $0.50 per share.
About Parmasters
Parmasters was incorporated in the State of Wyoming in July, 2004. It has one predecessor, Parmasters Golf Training Centers LLC, a Nevada limited liability company formed in April, 2000 (the "Parmasters Predecessor"). In December, 2004, Parmasters purchased several assets from the Parmasters Predecessor, including the ownership of the Parmasters trademarks in Canada and the United States and the rights to use the intellectual property assets related to golf instruction and franchising. Parmasters has developed and currently markets the following types of golf-related franchises: Parmasters(r) Golf Training Centers, Links Golf CafsTM and Quantum Business GolfTM.
About Avian Capital
Avian, a capital pool company within the meaning of the policies of the Exchange, was incorporated in October, 2006 and was listed on the Exchange in March, 2007. Avian does not have any operations and has no assets other than cash. Avian's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Trading in Avian Shares has been halted on the Exchange since April 9, 2008 and will resume trading on the completion of the Qualifying Transaction.
For further information, please contact:
Paul Cox
President
Avian Capital Inc.
207 - 1425 Marine Drive
West Vancouver, BC V7T 1B9
Ph: (778) 786-1285 Fax: (604) 926-5806
Email: paul@aviancapital.com
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management filing statement or addendum thereto to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Canaccord Financial Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to Avian's beliefs, plans, expectations, anticipations, estimates and intentions, such as Avian's acquisition of Parmasters by way of the Merger, the completion of the private placements by Parmasters and the activities of Avian and Parmasters after the Merger. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes Avian's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events. In addition, Parmasters' franchisees are independent businesses and, as a result, their operations may be negatively affected by factors beyond Parmasters' control which in turn may damage Parmasters' reputation and could negatively affect Parmasters' financial condition and performance. Revenues and earnings would also be negatively affected, and Parmasters' reputation could be harmed, if a significant number of franchisees were to: experience operational failures; experience financial difficulty; be unwilling or unable to pay Parmasters for any fees; or fail to enter into renewals of franchise agreements. Parmasters' brand recognition will be an important factor in developing and maintaining its competitive position. No assurance can be given that others will not independently develop substantially similar branding. In addition, Parmasters relies on one or more of the following to protect its proprietary rights: trademarks, copyrights, trade secrets, confidentiality procedures, and contractual provisions. Despite Parmasters' efforts to protect its proprietary rights, unauthorized parties may attempt to obtain and use information that Parmasters regards as proprietary. Stopping unauthorized use of Parmasters' proprietary rights may be difficult, time-consuming and costly. There can be no assurance that Parmasters will be successful in protecting its proprietary rights and, if it is not, its business, financial condition, liquidity and results of operations could be materially adversely affected. Parmasters' franchise system is also subject to franchise laws and regulations enacted by a number of provinces. Any new legislation or failure to comply with existing legislation may negatively affect operations, and could add administrative costs and burdens associated with these regulations, all of which could affect Parmasters' relationship with its franchisees. Parmaster's current assets consist primarily of accounts receivable in the aggregate amount of CDN$2,253,842 as of July 31, 2009 and the collection of such accounts receivable is required in order for the Resulting Issuer to remain solvent for the next 12 months.
Avian cautions that the foregoing list of material factors is not exhaustive. When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Avian has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF AVIAN AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE AVIAN MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
Capitalization Report for Avian Capital Inc
Shares Issued: 4050000
Shares Escrow: 2000000
TEL: (778) 786-1285 Paul Cox
FAX: (604) 926-5806 President
paul@aviancapital.com Avian Capital Inc.
____________________________________________________________
(c)2009 Market News Publishing Inc. All rights reserved.
Toronto:(416)366-8881 Vancouver:(604)689-1101 Fax:(604)689-1106
Wednesday, December 09, 2009
Great Local Indoor Golf Options
There are some days when a home office offers up a distinct advantage. Perhaps today, given the nice white blanket of snow outside, is one of those days.
Golfers this year enjoyed quite a protracted outdoor golf season. I’m sure some were playing last week. Which of course is only fair, given the dismal spring and early summer sent our way earlier this year.
For now, it seems outdoor golf season has officially come to a close.
We’re blessed in Waterloo Region with several great indoor facilities. Of course, Parmasters Kitchener-Waterloo will open soon and will no doubt add significant flair to the list of indoor golf venues. But, even so, the current offering is wonderful.
Golf Without Limits can be found at the top end of Waterloo, on Northfield Drive. They offer several simulators in an intimate setting. With a restaurant right next door, in the same plaza, this can make for a great local indoor golf destination.
Max’s Golf Dome also offers up an enjoyable and unique local option. In addition to time on the indoor driving range, they offer batting cages and mini-putt.
For now, it’s time for me to get back to raising the final portions of capital required to build and open Parmasters KW. We look forward to bringing more depth and an entirely new concept to the local indoor golf scene!
In the meantime, make it a great day! For yes, you do have the power to do so!
Golfers this year enjoyed quite a protracted outdoor golf season. I’m sure some were playing last week. Which of course is only fair, given the dismal spring and early summer sent our way earlier this year.
For now, it seems outdoor golf season has officially come to a close.
We’re blessed in Waterloo Region with several great indoor facilities. Of course, Parmasters Kitchener-Waterloo will open soon and will no doubt add significant flair to the list of indoor golf venues. But, even so, the current offering is wonderful.
Golf Without Limits can be found at the top end of Waterloo, on Northfield Drive. They offer several simulators in an intimate setting. With a restaurant right next door, in the same plaza, this can make for a great local indoor golf destination.
Max’s Golf Dome also offers up an enjoyable and unique local option. In addition to time on the indoor driving range, they offer batting cages and mini-putt.
For now, it’s time for me to get back to raising the final portions of capital required to build and open Parmasters KW. We look forward to bringing more depth and an entirely new concept to the local indoor golf scene!
In the meantime, make it a great day! For yes, you do have the power to do so!
Monday, December 07, 2009
Parmasters Video on Corporate Memberships and New RCGA Role for Carroll
I’m once again running out the door to a series of meetings. But wanted to share another Parmasters video, and some news regarding golf leadership in this country.
This latest video focuses on the many benefits of a Corporate Membership at Parmasters Kitchener-Waterloo. Corporate Memberships allow up to five employees to enjoy the full benefits of membership... Well, it’s all covered in the video. You can find the video here.
And lastly, the former Executive Director of the Canadian PGA, Steve Carroll, has recently landed a new role with the Royal Canadian Golf Association. Golf News Now reported this last week, in their periodic newsletter. You can find the article on the GNN website here, and I’ve also included it below.
Carroll Lands Key Role With RCGA
November 26, 2009 by Ian Hutchinson
The timing of the announcement that Steve Carroll has been named director of membership and business development for the Royal Canadian Golf Association may lead to speculation that he had been recruited by the RCGA before announcing his resignation as executive director of the Canadian PGA.
The announcement of Carroll’s new position comes just a few weeks after his 22-year tenure with the Canadian PGA concluded at the end of October, but he says he didn’t even consider the RCGA job until his last few days at the CPGA.
“I resigned in August because I felt that I had done everything I could for the Canadian PGA,” said Carroll. “I looked very carefully with a career coach at opportunities inside and outside of golf and around the world. All of that activity was taking place in September and October.”
The turning point towards his new position, according to Carroll, came on October 19 at a National Allied Golf Association meeting that was being held at the Fairmont Royal York Hotel in downtown Toronto.
RCGA representatives, including chief operating officer Peter Beresford and Ron Gardner, managing director of membership strategy, were speaking to NAGA about the association’s business development strategy, which features the Golf Canada branding effort to consumers that will have a big push in 2010.
“I had known about it,” said Carroll, who had served as NAGA chairman and had consulted with the RCGA on the effort. “They had brought in outside experts from corporate Canada. It’s a very bold vision for the RCGA.”
It was during that presentation that Carroll heard that the RCGA was looking for somebody to spearhead that effort, including the promotion of the Golf Canada initiative, which will feature merchandise with the maple leaf/golfer logo, to the golf industry.
“I thought to myself, I could be that guy. The next day, I called (RCGA executive director) Scott Simmons and I said, `Scott, I’d like to throw my hat in the ring for this person you’re looking for,’” said Carroll. “I’ve always had a great working relationship with Scott. It all came together very quickly.
“When we starting talking about the details of it, it just made nothing but sense to me to utilize all those contacts I have made in my 22 years, with not only golf pros, but throughout the industry, and not just in B.C. or Ontario, but throughout Canada.
“It just seemed like a really good fit,” he said.
Carroll, who spent 13 years as executive director of the British Columbia zone before taking the Canadian PGA executive director position five years ago, brings outstanding qualities to the position, according to Simmons.
”Steve demonstrated tremendous leadership during his tenure with the CPGA and, more recently, as NAGA chair and spokesperson for the recently announced Canadian Golf Economic Impact Study,” said Simmons.
“He holds a valuable knowledge of the RCGA, Canadian PGA and other golf associations in Canada and has gained an incredible level of respect through his proven record of career success in senior executive positions,” he added.
“We are confident that Steve is the right person to engage the Canadian golf industry and help create and articulate a bold new vision for the future direction of our sport in Canada,” said Simmons.
Carroll will assist with the development and execution of Golf Canada branded membership programs, as well as recruit, train and manage Golf Canada volunteers and increase the profile and awareness of Golf Canada/Team Canada in Ontario and Eastern Canada.
“What was also appealing to me was the idea that I wouldn’t have to, at this point in my career, be concerned with running an entire organization and just simply focus in on a cause and a project that’s a very exciting one and close to my heart,” said Carroll.
“I’ve always thought the RCGA could step into a role like Hockey Canada and like Basketball Canada and be the National Sports Organization in every way possible,” he added.
“Hockey Canada has done a great job in cementing that brand name in the consumer’s mind. There’s a good parallel here, that Hockey Canada is still technically the Canadian Amateur Hockey Association, but nobody knows that anymore,” said Carroll.
This latest video focuses on the many benefits of a Corporate Membership at Parmasters Kitchener-Waterloo. Corporate Memberships allow up to five employees to enjoy the full benefits of membership... Well, it’s all covered in the video. You can find the video here.
And lastly, the former Executive Director of the Canadian PGA, Steve Carroll, has recently landed a new role with the Royal Canadian Golf Association. Golf News Now reported this last week, in their periodic newsletter. You can find the article on the GNN website here, and I’ve also included it below.
Carroll Lands Key Role With RCGA
November 26, 2009 by Ian Hutchinson
The timing of the announcement that Steve Carroll has been named director of membership and business development for the Royal Canadian Golf Association may lead to speculation that he had been recruited by the RCGA before announcing his resignation as executive director of the Canadian PGA.
The announcement of Carroll’s new position comes just a few weeks after his 22-year tenure with the Canadian PGA concluded at the end of October, but he says he didn’t even consider the RCGA job until his last few days at the CPGA.
“I resigned in August because I felt that I had done everything I could for the Canadian PGA,” said Carroll. “I looked very carefully with a career coach at opportunities inside and outside of golf and around the world. All of that activity was taking place in September and October.”
The turning point towards his new position, according to Carroll, came on October 19 at a National Allied Golf Association meeting that was being held at the Fairmont Royal York Hotel in downtown Toronto.
RCGA representatives, including chief operating officer Peter Beresford and Ron Gardner, managing director of membership strategy, were speaking to NAGA about the association’s business development strategy, which features the Golf Canada branding effort to consumers that will have a big push in 2010.
“I had known about it,” said Carroll, who had served as NAGA chairman and had consulted with the RCGA on the effort. “They had brought in outside experts from corporate Canada. It’s a very bold vision for the RCGA.”
It was during that presentation that Carroll heard that the RCGA was looking for somebody to spearhead that effort, including the promotion of the Golf Canada initiative, which will feature merchandise with the maple leaf/golfer logo, to the golf industry.
“I thought to myself, I could be that guy. The next day, I called (RCGA executive director) Scott Simmons and I said, `Scott, I’d like to throw my hat in the ring for this person you’re looking for,’” said Carroll. “I’ve always had a great working relationship with Scott. It all came together very quickly.
“When we starting talking about the details of it, it just made nothing but sense to me to utilize all those contacts I have made in my 22 years, with not only golf pros, but throughout the industry, and not just in B.C. or Ontario, but throughout Canada.
“It just seemed like a really good fit,” he said.
Carroll, who spent 13 years as executive director of the British Columbia zone before taking the Canadian PGA executive director position five years ago, brings outstanding qualities to the position, according to Simmons.
”Steve demonstrated tremendous leadership during his tenure with the CPGA and, more recently, as NAGA chair and spokesperson for the recently announced Canadian Golf Economic Impact Study,” said Simmons.
“He holds a valuable knowledge of the RCGA, Canadian PGA and other golf associations in Canada and has gained an incredible level of respect through his proven record of career success in senior executive positions,” he added.
“We are confident that Steve is the right person to engage the Canadian golf industry and help create and articulate a bold new vision for the future direction of our sport in Canada,” said Simmons.
Carroll will assist with the development and execution of Golf Canada branded membership programs, as well as recruit, train and manage Golf Canada volunteers and increase the profile and awareness of Golf Canada/Team Canada in Ontario and Eastern Canada.
“What was also appealing to me was the idea that I wouldn’t have to, at this point in my career, be concerned with running an entire organization and just simply focus in on a cause and a project that’s a very exciting one and close to my heart,” said Carroll.
“I’ve always thought the RCGA could step into a role like Hockey Canada and like Basketball Canada and be the National Sports Organization in every way possible,” he added.
“Hockey Canada has done a great job in cementing that brand name in the consumer’s mind. There’s a good parallel here, that Hockey Canada is still technically the Canadian Amateur Hockey Association, but nobody knows that anymore,” said Carroll.
Wednesday, December 02, 2009
Straight-Line Golf (TM) Video
I’m just about to head out for a day full of meetings, but wanted to share another of the new Parmasters videos.
I shared the first of these last week, in a previous blog post.
This video focuses on the golf swing teaching system we use, called Straight-Line Golf (TM). You can find the video here.
I shared the first of these last week, in a previous blog post.
This video focuses on the golf swing teaching system we use, called Straight-Line Golf (TM). You can find the video here.
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