SYLMAR, Calif., May 14 /PRNewswire-FirstCall/ -- Planning Force Inc., (the "Company") (BULLETIN BOARD: PLFC) , announced that it has changed its name to QPC Lasers, Inc. and acquired substantially all of the outstanding shares of Quintessence Photonics Corporation ("QPC") in a reverse merger transaction. At the closing of the transaction, the Company replaced its officers and directors with officers and directors of QPC. The Company has applied for a new OTCBB trading symbol and expects the new symbol to be issued in about 10 days.
ABOUT QPC
QPC develops and produces next generation high-power, high-brightness semiconductor lasers and associated optical components for industrial, military, homeland security and medical markets. QPC's proprietary technology enables it to produce high-power lasers that have a greatly reduced cost, size, weight and power consumption than conventional lasers with greatly increased efficiency and durability. QPC believes this technology will enable it to acquire significant market share in the existing market for high-power lasers and to create markets and uses for high-power lasers that are not possible with conventional lasers.
QPC was founded in November 2000 with backing from strategic and venture capital investors. Its proprietary technology platform was developed by a staff that includes ten Ph.D.s as well as other eminent scientists and engineers in the field of high-power lasers. Its intellectual property consists of three issued patents and 13 pending patent applications as well as trade secrets, and is expected to, over the next 12 to 24 months, enable QPC to introduce high performance, low-cost lasers to a multi-billion dollar global marketplace.
Overview
QPC manufactures next-generation, high-power, high-brightness lasers for a variety of industrial commercial and military purposes. QPC believes its breakthrough technology platform will enable it to replace or improve legacy laser technologies embedded in the manufacturing infrastructure of the industrialized world, and could enable the widespread deployment of directed energy weapons and infrared countermeasures for use in defense and homeland security.
QPC has developed multiple innovating technologies, with each representing large-scale commercial potential and when taken together constitute a unique and broad portfolio of intellectual property. It has a number of important technologies that address different issues of laser performance. Specifically, QPC believes it offers technology to produce the industry's highest brightness lasers, the highest beam quality for focus on a tight spot, the highest power density, the most robust and precise wavelength control, the highest efficiency, and the world's only technology for mid-infrared diode lasers for homeland security and defense applications.
QPC believes it has produced the world's only high power monolithic surface emitting arrays, wherein it can aggregate hundreds of high power lasers onto a single semiconductor chip. This allows QPC to produce lasers in high volume, assemble them inexpensively and create a finished product that is easy to cool and possesses high power density.
QPC has designed and is developing, subject to additional funding, the world's only on-chip wavelength "conversion" (shortening or lengthening wavelengths beyond conventional ranges for diode lasers) and control. This technology can produce eye-safe wavelengths for detecting pollution, hazardous materials and chemical explosives; it also is conducive to establishing effective countermeasures for heat-seeking missiles, to producing a "directed energy weapons" arsenal for the U.S. military, and for the creation of eye-safe laser products for surgery, hair, tattoo and acne removal, and other commercial applications.
QPC has built a staff of more than 30 employees, including prominent scientists and engineers. It has created a state-of-the-art production facility that covers 18,000 square feet and allows the Company to conduct nearly all of its operations on site, including R&D, semiconductor wafer fabrication, processing and packaging. In its present configuration, its capacity is three million devices per year and it is scalable to an estimated 20 million devices.
In 2002, QPC produced the "first light" from its laser devices and procured its initial government contracts. In 2003, it phased in these government contracts and focused on product development for industrial, medical and defense purposes. In 2004, it initiated its first commercial shipments of Generation I devices and in 2005 it introduced and began to market Generation II products, hired worldwide sales representatives and attracted several OEM orders.
Since its inception, QPC has received over $6 million of development contracts from the United States Navy, United States Army, United States Missile Defense Agency and defense contractors in the United States and Israel. It has raised approximately $29 million in four separate rounds of equity financing.
The Laser Industry
QPC's core products are semiconductor (or diode) lasers. Diode lasers are commonplace in telecommunications and optical fiber industries and other applications that do not require high power or brightness. Diode lasers are compact and more efficient than non-semiconductor lasers, but conventional diode lasers are low in beam quality, brightness and power. Traditional high-power lasers are gas or solid-state based lasers. These lasers are considerably larger, heavier and more costly than diode lasers and consume more energy and require more maintenance than diode lasers.
The QPC Diode Laser
QPC's proprietary technology enables it to produce high-power lasers that combine the high beam quality, power and high efficiencies of gas and solid-state lasers with the reduced size, weight and cost of diode lasers. This enables QPC to produce high-power lasers that QPC believes will yield factor-of-ten improvements in size, weight, efficiency and cost over conventional lasers. QPC believes these advantages will enable it to acquire significant market share in the existing market for high-power lasers and to create uses and markets for high-power lasers that are not possible with conventional laser technology.
Product Offerings
QPC's Generation I offerings, released since 2004, are currently available to the pumping, industrial, defense and medical markets. Generation I products include single emitters, mounted and unmounted bars covering wavelengths from 800 nanometers (nm) to 1,500nm and power levels ranging from 2.5 W (single stripe) to 50 W (25 element array).
QPC recently released four of its Generation II products for sale in January 2006. These products deploy QPC's unique chip technology and offer enhanced brightness over the first generation products. Generation II products are under purchase orders from multiple customers including defense contractors, medical device companies, research institutions and industrial companies. QPC believes that its Generation II products include two significant advantages over other available diodes: (1) its non-absorbing mirror technology generates significantly higher power without causing catastrophic optical damage ("COD"); and (2) its internal gratings enable its customers to specify exact, desired wavelength within +/- 0.5 nanometers. Internal gratings eliminate the requirement for customers to cool or heat their diodes to achieve a specified wavelength. QPC believes that no other diode manufacturer has technology that can compete with these two QPC advantages and QPC has obtained commercial and government contracts to support the further development of these products.
QPC's longer-term Generation III products are designed to combine surface emitting and extreme brightness technologies. Development contracts have been received from various areas of the United States Department of Defense. QPC expects to release Generation III prototypes in 2007. With these products, QPC intends to compete in the multi-billion dollar solid-state and gas laser markets -- particularly industrial welding -- by replacing them with powerful and less expensive Generation III diode solutions. In addition, QPC will seek to use these technologies to establish new markets in homeland security and defense, such as directed energy weapons that are low cost, small, light, rugged and efficient.
Applications
Established Global Markets
Laser Pumping
-- Fiber Laser Pumping
-- Solid State Pumping
Materials Processing
-- Plastics
-- Cutting
-- Welding
-- Soldering
-- Surface Hardening
-- Marking
Medical
-- Therapeutic
-- Dermatology
-- Ophthalmology
-- Dental
-- Laser Pumping
Printing
-- Computer to Plate
Emerging Market Opportunities
Defense
-- Counter Measures
-- Target Designation
-- Ordinance Initiation
-- High Energy Missile Defense
-- Free Space Communications
-- Bio-Chemical Detection
-- Illumination
-- Range Finding
-- Remote Sensing
-- Light Detection and Ranging
-- Laser Pumping
Scientific
-- Raman Spectroscopy
-- Enhanced MRI
-- Atomic Physics
Display
-- Digital Projection
-- Home
-- Flexography
-- Marketing and Tracking
-- Theater
Recent Milestones
On February 10, 2006 QPC was awarded a multi-year production contract by the Israel Ministry of Defense to deliver high-brightness lasers for target illumination applications.
On March 28, 2006, QPC was awarded a contract with the United States Army awarded for development, performance testing, and delivery of high power semiconductor lasers in the eye-safe wavelength regime.
In the past 90 days, the Company has received 20 new purchase orders of which 1/2 are from new customers, 1/2 are follow-on orders and 1/3 are production orders.
APPOINTMENT OF NEW OFFICERS AND DIRECTORS
Effective May 12, 2006, Julie Morin resigned as Chief Executive Officer and Director of the Company. On the same date, the directors of QPC listed below were elected to the Board of Directors of the Company, Jeffrey Ungar, Ph.D. was appointed Chairman and Chief Executive Officer and George Lintz was appointed Chief Financial Officer and Chief Operating Officer of the Company. The officers and directors of QPC are:
Name Age Position
Jeffrey Ungar 47 Chief Executive Officer, Chairman of the
Board, Co-Founder and Director
George Lintz 45 Chief Financial Officer, Chief Operating
Officer, Co-Founder and Director
Paul Rudy 35 Senior Vice President of Marketing and Sales
Tomas Stakelon 59 Vice President, Engineering
Israel Ury 49 Director
Robert Adams 73 Director
Merrill A. McPeak 70 Director
Jeffrey Ungar, Ph.D., President, Chief Executive Officer, Co-Founder and Director
Dr. Ungar started QPC in 2000 after a 17 year career at Ortel Corporation, a pioneer in the development of analog fiber optic technology for CATV. He joined Ortel in 1983 as one of the first five employees, and stayed at Ortel until after its sale to Lucent Technologies in 2000 for approximately $2.95 billion. At Ortel, he occupied senior positions including Director of Advanced R&D for Optoelectronic Devices and Director of Material and Structure Technologies. He holds a Ph.D. in Nuclear Physics from Caltech.
George M. Lintz, M.B.A., Chief Financial Officer, Chief Operating Officer, Co-Founder and Director
Mr. Lintz started QPC along with Dr. Ungar in 2000 after a fifteen year career in investment banking. Mr. Lintz founded Lintz Glover White & Company in 1987, an SEC registered, NASD member broker/dealer, and ran the Broker-Dealer until it was acquired in December 1999. During his tenure at Lintz Glover White, Mr. Lintz financed a number of early stage companies from the technology and finance industries. He founded and served as Chairman of G&H Financial, a commercial finance lender from 1989 to 1994, in which capacity he provided asset-based financing for manufacturing companies. He holds an MBA from New York University.
Paul Rudy, Ph.D., Senior Vice President of Marketing and Sales
Paul comes to QPC from an extensive career with Coherent, Inc. He served as Director of Marketing at Coherent Inc.'s Semiconductor Business Unit, leading the tactical and strategic marketing activities of the high power diode laser business, overseeing product management and developing strategies for the business unit's technology, products, and markets. From 2000 through 2003, Dr. Rudy acted as Coherent's Market Development Manager, responsible for developing and executing sales and tactical marketing strategies in the defense and graphics arts markets in North America. Prior to this, he acted as the Product Marketing Manager for Coherent Semiconductor Business Unit, focusing on unmounted bars and stacks. From 1997 to 1999, he was the Scientific Sales Engineer in the Mid-Atlantic region for Coherent Semiconductor Group and Coherent Laser Group. There, he developed several markets for Coherent Inc including the scientific market, enhanced imaging MRI, and defense applications. Prior to his position with Coherent Inc in the Mid-Atlantic, Dr. Rudy worked in the Advanced Technical Sales Group at Coherent, Inc. headquarters. He received his masters and doctoral degrees in physics studying laser manipulation of atoms at the University of Rochester and his B.S. and B.A. from Duke University in physics and philosophy.
Thomas Stakelon, Ph.D., V.P. Engineering
Dr. Stakelon serves as the VP of Engineering at QPC where he is responsible for managing the engineering resources that are delivering the Company's new products. Before joining QPC, he was Director of Engineering at Spectra-Physics, Inc. where he led development and reliability qualification of high power laser diode products for pumping solid state lasers, materials processing, telecommunications and other markets. During a long career at Agere Systems and Lucent Technologies, he successfully introduced important new optical products for telecommunications. Most recently, as President of LD Fiberoptics, he launched a small subsidiary of Agere's for the automated manufacture of passive optical components. Prior to this, he led teams developing new products and manufacturing processes for Lucent's' optoelectronics division. These included optical amplifiers, passive components, pump laser modules and low cost laser modules for terrestrial and undersea applications. He worked with other major companies on several joint product developments. While at Lucent, he focused on device packaging, product reliability and the customer technical interface. These efforts resulted in numerous design wins with substantial new revenue. He is responsible for numerous patents, publications and short courses. He holds an M.S and a Ph.D. in Physics from the University of Illinois.
Israel Ury, Director
Dr. Ury has served as QPC's Director since November 2001. From July 2001 to September 2002, he also served as a director for Memlink, Inc. From February 2000 to July 2001 he served as a Senior Technology Consultant for Lucent Technologies and Agere Systems. Dr. Ury founded and served as an executive officer of diode laser manufacturer, Ortel Corporation from 1980 to 2000. Dr. Ury received his B.S. and M.S. from the University of California at Los Angeles, and his Ph. D from California Institute of Technology.
Robert Adams, Director
Mr. Adams was appointed a director in May 2006. Mr. Adams began his career as an engineer at Bendix Aviation designing control systems for aircraft jet engines. He then designed ordnance systems as a non-commissioned army officer. After military service, he worked as a design engineer at Inland Steel Co. where he became involved in the use of computers to control steel making processes. He continued this interest as a control system designer at TRW/Bunker Ramo where he received several patents for multivariable control systems in the production of steel products.
In 1969, Mr. Adams joined Xerox Corporation. At the time Mr. Adams was Vice President of Marketing at SDS responsible for planning and marketing of new technologies. In 1975 he advanced within Xerox and managed a new business using computers to convert high-speed copiers into laser printers. This business alone has grown to over $6 billion in annual revenue. Mr. Adams was promoted from the President of Printing Systems to Group Vice President of the Xerox Systems Group (XSG) where he led the introduction of a number of new office products, some from Xerox PARC. At this time he sponsored a project to develop the first high-speed digital copier which under his guidance resulted in the development of high-quality, and high-speed digital scanners. Engineering of these products required the design of 13 application specific IC's (ASIC's) and other advance electronic design concepts. Mr. Adams was promoted to Executive Vice President in 1986 and moved to Xerox headquarters in Connecticut. In 1989 Mr. Adams began a venture capital activity on behalf of Xerox (Xerox Technology Ventures). XTV was completed in 1999. For the past five years, Mr. Adams has managed Adams Capital Management, a private investment company. Mr. Adams serves on the Board of Directors of Tekelec Corp., a manufacturer of network switching products, and the Los Angeles Opera Company, a private corporation. Mr. Adams received a B.S. in Mechanical Engineering from Purdue University and an M.B.A. from the University of Chicago. He was awarded the Distinguished Engineering Alumnus in 1983 as well as the Outstanding Mechanical Engineer from Purdue. He was elected a Life Member of the President's Council of the University of Chicago Graduate School of Business.
Merrill ("Tony") McPeak, Director
Gen. Merrill A. McPeak has served as the Vice-Chairman of QPC's Board of Directors since January 2006. Gen. McPeak is President of McPeak and Associates, a management-consulting firm he founded in 1995. Gen. McPeak was Chief of Staff of the Air Force during the early 1990s. He entered the U.S. Air Force in November 1957 and was a fighter pilot during his early years. He flew 269 combat missions in Vietnam. In 1967-68, he performed in nearly 200 official air shows as Solo Pilot for the USAF Aerial Demonstration Team, the "Thunderbirds." He commanded NATO's 20th Fighter Wing in 1980-81, Twelfth Air Force in 1987-88, Pacific Air Forces from 1988 to 1990, and was Chief of Staff of the Air Force from November 1990 to October 1994, when he retired from active military service. General McPeak is Chairman of the Board of Ethicspoint, Inc. and a director of several other private companies. He is a director of the following public companies: Del Global Technologies, a manufacturer and marketer of medical imaging systems; Gigabeam Corporation, a supplier of high performance, high availability fiber-speed wireless communications; Health Sciences Group, Inc., a provider of preventive healthcare alternatives; MathStar, a designer and marketer of specialized semiconductor integrated circuits; and Tektronix, Inc., a manufacturer and marketer of test and measurement solutions.
THE REVERSE MERGER TRANSACTION
On May 12, 2006, the Company and its principal shareholder, Julie Morin, entered into and closed a Share Exchange Agreement (the "Exchange Agreement") with the shareholders of 98% of the outstanding equity securities of QPC. Pursuant to the Exchange Agreement, the Company issued one share of its common stock for each share of QPC held by the participating QPC shareholders. This constituted 26,986,119 shares of the Company for 98% of the shares of QPC. In addition, options, loans and convertible notes of QPC ("Derivative Securities") were exchanged for similar instruments from the Company that may be exercised or exchanged for common shares of the Company. Pursuant to the Exchange Agreement, QPC paid Ms. Morin $250,000 cash to purchase 48,294,115 shares of her stock in the Company. QPE has caused these 48,294,115 shares of the Company to be retired.
Prior to the transaction, the Company was in the business of providing event and retreat planning services for corporate customers. Since its inception, this business has generated minimum revenues for the Company. After the date of the transaction, the Company's only operations will consist of the operations of QPC.
As a result of these transactions, immediately after the close of the Exchange Agreement, the Company had a total of 30,992,004 shares of its common stock issued and outstanding.
INVESTMENT CAPITAL TRANSACTIONS
From 2003 to 2005 QPC raised approximately $23 million in four separate rounds of equity financings. From December 2005 through the close of the Exchange Agreement, QPC raised approximately $7,377,750 in a private placement in which Brookstreet Securities Corporation, a NASD member firm, acted as Placement Agent. The proceeds of the offering in which Brookstreet Securities Corporation acted as Placement Agent were used for acquisition of equipment and other assets and working capital, after payment of costs of the offering and reverse merger and repayment of bridge loans. The Company intends to raise approximately an additional $2,600,000 from the sale of its common stock in the near future. Thereafter, the Company expects that sometime in the future, it will raise additional investment capital through the sale of its equity securities for the further development of its products and business.
In addition, the Company has received development contracts that are essentially non-dilutive capital. These include development contracts from:
United States Army - approximately $ 860,000
United States Navy - approximately $ 850,000
United States Missile Defense Agency $800,000
Defense contractors - United States & Israel - approx. $4,000,000
Forward Looking Statements
This release and other materials released by the Company from time to time contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company's management. When used in the materials the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan" or the negative of these terms and similar expressions as they relate to the Company or the Company's management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the sections of the Company's reports filed with the Securities and Exchange Commission entitled "Risk Factors") relating to the Company's industry, the Company's operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although the Company believes that the expectations reflected in the forward looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Company's reports filed with the Securities and Exchange Commission.
