|By PR Newswire||
|February 8, 2014 12:18 PM EST||
ATCO, N.J., Feb. 8, 2014 /PRNewswire/ -- US Fuel Corporation (OTC Pink: USFF) ("USFF" or the "Company"), a company focused solely focused on the flexible & efficient production of synthetic fuels, announced today that the Company voluntarily consented to a Settlement Offer (the "Offer") from the United States Securities and Exchange Commission ("SEC"), revoking the registration of the Company's common stock pursuant to Section 12(j) of the Exchange Act of 1934, as amended. As a result of this Order, the Company's stock, which had traded in the over-the-counter market and was quoted on the Pink Sheets Electronic Quotation Service under the symbol "USFF," will not trade publicly until the Company completes the re-registration process of its stock under the Securities Exchange Act of 1934 (the "Exchange Act") and a market maker makes the appropriate filings in order to quote its stock on the Over The Counter Markets. The Company will file a Form 10 with SEC in order to re-register its stock pursuant to the Exchange Act and will immediately seek a market maker to file a Form 15c2-11 to quote its stock over the counter.
The Company had become delinquent in its periodic SEC reporting requirements since the period ended December 31, 2012. In late December 2013, the SEC notified USFF that they were initiating an administrative proceeding and hearing to suspend or de-register the Company's common stock. After discussions with its board members and outside counsel, in order to resolve the proceedings and actions that the SEC had instituted against USFF, the Company determined that voluntarily submitting an Offer of Settlement to the SEC would be the most expedient path to its ultimate goal to once again become full reporting and to have its stock quoted on the Over The Counter Markets, as a stepping stone towards its long term goal of listing on NASDAQ.
The revocation of the Company's registration will not have any immediate adverse effect on the operations of the Company. Management is assessing the future needs of the Company and is working to develop an appropriate strategy for moving forward, including how best to maximize shareholder value. The decision to consent to the SEC's Order was in part based upon the cost associated with filing all past due filings, which would have been considerably more than the costs associated with filing a Registration Statement on Form 10. While there is considerable expense associated with a registration statement, including the requirement for audited financial statements for the previous two years and a reviewed interim period, as the Company filed its annual report on Form 10-K for the year ended December 31, 2012, the required audit is already complete and the Company only has to complete its financial statements for the interim period in order to file the Form 10. Additionally, by voluntarily consenting to the Order, the Company eliminated the high costs associated with litigation and the uncertainty associated therewith.
Harry Bagot, USFF's President and CEO stated "this is a voluntary event that will allow USFF to attain the status that we desire and advance our business plan forward at an expedited rate." The Company will file the Form 10 by February 14, 2014 and as soon as possible, have a market maker file its Form 15c2-11 to quote its common stock on the over the counter markets. The Company will dedicate itself to responding to any SEC or FINRA comments as quickly as possible so that its common stock can once again be registered and resume trading. Mr. Bagot commented that "The Company will continue to further our GTL business plan, financing options, and other growth opportunities that we are pursuing." In recognition of his continued support and dedication to the Company, Mr. Bagot adds, "We are all in this together - the Company's management, including myself, sole source of compensation at this time is directly related to the Company's success, which in large part stems from having registered and listed common stock that has sufficient liquidity to provide additional investment into the Company...we are committed to gain that status back as soon as possible."
The Company intends to continue to report on all material events by posting such information on its website at http://usfuelcorporation.com/ and through press releases.
Currently, stockholders will be able to transfer or sell their shares only in exempt transactions that are in compliance with the United States and applicable state securities laws. Once the Company becomes current with its SEC reports, including the filing of the Form 10 and clears the 15c2-11 filing, the stock could then resume trading.
About USFF. USFF's goal is to build, own and operate facilities which convert hydrocarbons into non-petroleum based alternative fuels, such as diesel, gasoline and aviation (jet fuel) and other valuable products. Taking a fresh and practical approach to production and distribution, using the best new technologies, and leveraging existing infrastructure, the Company plans to use America's most abundant resources to economically produce manageable quantities of high quality fuel close to end use. These fuels, which can be used exactly like petroleum derived fuels, deliver better performance, dramatic across-the-board reductions in all major criteria pollutants such as SOx, NOx, particulate matter (PM), and hydrocarbon (HC) emissions, and can be delivered through the existing distribution infrastructure with no changes to equipment, pipelines, storage tanks, or retail stations.
Safe Harbor Statement
This news release may contain "forward-looking" statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ from those in the forward looking-statements. Potential risks and uncertainties include such factors as uncertainty of consumer demand for the Company's products, as well as additional risks and uncertainties that may be outside of the Company's control. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.
1 856 322 6527
SOURCE US Fuel Corporation
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