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they did bring up to date before, https://investorshub.advfn.com/boards/read_msg.aspx?message_id=126785606
but i'm assuming they had the right address that time in order to act in a timely manner...…..
thanks! guess they should have had the correct address on file (doh!!)
Hi back, db7. Since Jan. 1,2010 the SEC has revoked 1,666 stock registrations. Not one stock escaped the SEC A.L.J. guillotine, with the A.L.J. citing that is was too late to remedy the delinquencies, and it would be too risky to believe a company would begin filing compliance if given a second chance.
A company's only hope is to accept revocation and to file a new FORM 10 to try to re-register with the SEC. A FORM 10 for a previously revoked Security would be scrutinized to an infinitesimal degree and only two stocks have succeeded in doing so in the last 8 years.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=141911981
Hi Renee,
"
It appears to the Commission that there is a lack of current and accurate information concerning the securities of Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.) (“HZNB”) (CIK No. 1074458), a Florida corporation located in Bradenton, Florida with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g) because it
1 The short form of each issuer’s name is also its stock symbol.
2
is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-K for the period ended December 31, 2015. On August 6, 2018, Corporation Finance sent a delinquency letter to HZNB requesting compliance with its periodic filing requirements, but HZNB did not receive the delinquency letter due to its failure to maintain a valid address on file with the Commission as required by Commission rules (Rule 301 of Regulation S-T, 17 C.F.R. Section 232.301 and Section 5.4 of EDGAR Filer Manual). As of July 16, 2018, the common stock of HZNB was quoted on OTC Link, had three market makers, and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
"
When I passed this information on to the company they asked to see the sec actions...etc
My question is, 'if' they brought all the filings to date would this rectify the situation OR is it basically too late?
thanks!
HZNB SEC Suspension for severely delinquent Financials/Filings:
https://www.sec.gov/litigation/suspensions/2018/34-84073.pdf
Order:
https://www.sec.gov/litigation/suspensions/2018/34-84073-o.pdf
Admin Proceeding:
https://www.sec.gov/litigation/admin/2018/34-84072.pdf
HZNB is now fully compliant in their Financials:
https://www.sec.gov/cgi-bin/browse-edgar?company=MANASOTA+GROUP&owner=exclude&action=getcompany
filings.. interesting piece of info.. of the 4 people in the recent placement as far as I can tell this is the only one who wasn't originally part of the company:
http://www.dinurdelucalaw.com/recent_transactions.html
look at his transactions.. especially in the public company finance section
Second alert on HZNB (now know as Manasota Group Inc) being severely delinquent in filing Financials and is at extreme risk of an SEC Suspension and subsequent stock registration revocation. The last 10Q was in 2013.
https://www.sec.gov/cgi-bin/browse-edgar?company=Horizon+Bancorporation&owner=exclude&action=getcompany
HZNB is on the list of delinquent filers:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=123772332
1454 SEC Filers have been Suspended by the SEC for Financials delinquencies. The SEC Administrative Law Judge subsequently revoked the Registrations of each delinquent SEC Filer.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=123541685
from the 12th.. find it very interesting and have been adding:
Current Report Filing (8-k)
Print
Alert
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
Date of Report (Date of earliest event reported) March 21, 2016
Manasota Group, Inc.
(Exact name of Registrant as specified in its charter)
Florida 333-71773 65-0840565
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
P. 0. Box 14302; Bradenton, Florida 34280
(Address of principal executive offices)
(941) 776-8233
(Registrant’s telephone number, including area code)
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:
? Written communication 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 133-4(c) under the Exchange Act (17 CFR 240.13e.4(c))
Item 3.01 Unregistered Sales of Equity Securities.
Effective March 21, 2016, Manasota Group, Inc. f/k/a Horizon Bancorporation, Inc. (the “Company” or “we”) issued 2,000,000 shares (the “Shares”) of the Company’s Common Stock, $.01 par value, to each of four purchasers for the purchase price of $.01 per Share. The total consideration received by the Company was $20,000 in cash.
The Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The Shares were exempt from registration under 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the very limited number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The purchasers, three of whom are directors of the Company, had the necessary investment intent, having received share certificates bearing a legend stating that such securities are restricted under Rule 144(a)(3) of the Securities Act.
Item 4.01 Change in Registrant’s Certifying Accountants .
Effective March 22, 2016, the Company engaged Goldstein Schechter Koch, PA (the “New Accounting Firm”), as its principal accountant to audit the Company’s financial statements for the fiscal years ending December 31, 2013, 2014 and 2015. Warren Averett, LLC (“Warren Averett”) had last acted as the Registrant’s principal accountant for the fiscal year ending December 31, 2012. The Company decided, by action of the Audit Committee of its Board of Directors, not to renew such firm’s engagement going forward.
Warren Averett’s report on our financial statements for either of the past two fiscal years or for the fiscal years ended December 31, 2011 and 2012, did not contain an adverse opinion, a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principle. By the same token, there were no disagreements during such periods, or during the subsequent interim period preceding March 22, 2016, between the Company and Warren Averett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The Company has not consulted with the New Accounting Firm during its two most recent fiscal years, or during any subsequent interim period prior to its appointment as the principal accountant, either with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Accounting Firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
The Company has requested that Warren Averett furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement.
A copy of the letter from Warren Averett is attached as Exhibit 16.1 to this Current Report on Form 8-K.
Item 5.01 Change in Control of Registrant .
Effective March 21, 2016, there occurred a change in the control of the Company. In this connection:
(1) The persons who acquired control were: Charles S. Conoley, Daniel D. Dinur, M. Shannon Glasgow and Barclay Kirkland, D.D.S (the “Purchasers”). Messrs. Conoley, Glasgow and Kirkland have served and continue to serve as three of the Company’s five members of the Board of Directors.
(2) The transaction which resulted in the change in control consisted of a purchase by the Purchasers the aggregate of 2,000,000 shares of the Company’s Common Stock, $.01 par value, i.e. the Shares.
(3) The Shares which are now beneficially owned by the Purchasers constitute 2,000,000 out of 3,770,139, or approximately 53% of the total number of shares of Common Stock outstanding.
(4) The consideration paid by the Purchasers consisted of $20,000 in cash.
(5) The source of funds used by the Purchasers was their respective personal funds.
(6) Not Applicable.
(7) Not Applicable.
(8) The transaction did not result in a change of the Company’s status as a shell company, nor did it result in a change in the Company’s operations.
There are no arrangements known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter re: Change in Certifying Accountants, dated March 24, 2016*.
* field herewith
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.
Manasota Group, Inc.
Registrant
Date: March 24, 2016 By:
Charles S. Conoley
President and Chief Executive Officer
(Principal Executive Officer)
Horizon Bancorporation Inc. changed to Manasota Group Inc.:
http://otce.finra.org/DLSymbolNameChanges
i did last friday
Did anyone of you get .27 divy yet ? Or is this ticker just a dud ?
Thank You
DT2
HZNB $0.0001 -0.0219 (-99.55%)
Is this a buy opportunity with .27 divy pay out soon ?
Been a long time since I looked at this one. Congrats if you owned it on October 2nd.
I never bought any as I got distracted with other tickers.
Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.) Announces Dividend
.
PR Newswire
Manasota Group, Inc.
39 minutes ago
BRADENTON, Fla., Oct. 9, 2015 /PRNewswire/ -- Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.) (OTC pink sheets: HZNB) is pleased to announce that the Board of Directors has declared on October 7, 2015 a special dividend of $0.27 (twenty-seven cents) per share, payable to shareholders of record as of October 2, 2015, to be paid on November 2, 2015.
The dividend will be paid from proceeds of the sale by the Company of its sole asset, an office building, which occurred on September 29, 2015. The Company will use the bulk of the remainder of the proceeds to pay off all outstanding liabilities, leaving approximately $20,000 as a contingency operating fund. Any future activities involving the Company will be considered by the Board of Directors in the near future.
The Company served as the holding company for Horizon Bank, which operated out of four locations in Manatee and Hillsborough Counties, Florida. It was taken over by the FDIC in September of 2010.
Safe Harbor: This news release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Among these risks are regional and national economic conditions, competitive factors and legislative changes. The Company assumes no obligation to up-date forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such forward-looking statements.
CONTACT:
Charles Conoley
President and Chief Executive Officer
Manasota Group, Inc.
(941) 776-8233
cconoley@1stmanatee.com
Renee, on your list you have their last file date incorrect.. it's actually "For the quarterly period ended September 30, 2013" filed on 11/18/2013
interesting action lately.. someone buying AND putting in large bids
either someone knows something OR promo type event coming???
Technically yes, shareholders would own a stake in a company if the company was no longer a public company, but it would likely take expensive Court action to force the now private company to share in the company assets.
I have never heard of a successful suit against a public company that had its stock registration revoked, relegating the company back to a private company.
Hi Renee, I find myself pondering this statement you made: "because ALL shareholders would be wiped out IF the SEC suspends the stock"
True, the stock may not trade anymore BUT let's say there is value in a real estate asset they own (as is potentially the case here.) Technically trading or not shareholders still own a piece of that pie correct?
HZNB is severely delinquent in filing their Financials and corporate filing obligations to the SEC. On Feb. 20, 2015 the SEC suspended 8 stocks from the Delinquent SEC Filers list, and it is likely that more delinquent Filers will be suspended.
Since Jan 1st, 2010 the SEC has suspended over 1290 stocks for Financials delinquencies. All of those Suspended stocks had their stock registrations revoked.
Shareholders should contact the company and pressure the Mgmt to file their delinquent Financials because ALL shareholders would be wiped out IF the SEC suspends the stock.
HZNB is on the list of delinquent filers:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=110680509
Charles linkedin:
https://www.linkedin.com/pub/charles-conoley/23/762/745
President/CEO/Director
Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.)
July 1998 – Present (16 years 5 months)|Bradenton, FL
Formerly Bank Holding Company for Horizon Bank. Now RE holding company
fresh press, ribbon cutting at our Bradenton building: http://www.bradenton.com/2014/11/18/5481236/ribbon-cutting-1st-manatee-bank.html
connection?->
Brief Biography
Mr. Charles S. Conoley is President, Chief Executive officer and Director of Manasota Group, Inc. Mr. Conoley is currently employed as Vice-President; Commercial Lending Office for 1st Manatee Bank in Parrish, Florida. From 1993-1998, he was a Vice President and commercial loan officer for American Bank in Bradenton, Florida. Prior to that he was employed as a senior executive for affiliates of Barnett Bank in Miami and Bradenton, Florida. Mr. Conoley received his MBA in Finance and Accounting from Indiana University in Bloomington, Indiana and his undergraduate degree from Purdue University.
hmmm, sure hope they were there to discuss business OR getting the filings up to date(?)
did a google search for Manasota Group and this came up as a hit.. unfortunately if I click on the link it looks to be a property no longer listed
"
Matanzas Inlet Beachfront Vacation Rentals - VRBO
www.vrbo.com › USA › Florida › Florida North East
VRBO
Sep 29, 2014 - Guest: Manasota Group Date of Stay: August 2014 Review Submitted: September 3, 2014. View listing. Featured Destinations: Dauphin island, Deep Creek ...
"
rounded out my position here today.. higher than normal vol... seller(?)
! looks like they leased it out?-->
http://www.1stmanatee.com/location.htm
Coming Soon!
South County Office
900 53rd Ave E
Bradenton, FL 34203
Lobby Hours:
Monday-Thursday 9:00am-4:00pm
Friday 9:00am-5:00pm
Drive Thru Hours:
Monday-Friday 8:00am-5:00pm
Note 4-Recent Developments
On September 6, 2013, the Company executed a new lease with respect to its sole asset, the Building, with 1st Manatee Bank, a Florida state bank with headquarters in Manatee County. 1st Manatee Bank intends to use the building as a branch and has applied for branch approval with the FDIC and the OFR. The initial three-year term of this lease will commence on the date such approval is obtained.
1st Manatee Bank, as the mortgagee with respect to the Building, has extended the September 10, 2013, maturity date of its mortgage loan to December 10, 2013, and has informed the Company that it will enter into a multi-year mortgage note arrangement with respect to the Building effective on the date its branch application is approved.
On November 8, 2013, the original maturity date of the private line of credit was extended to May 8, 2014. The outstanding principal balance of the line of credit on such date was $24,560.
.
.
.
.
.
.
As of September 30, 2013, the Building was subject to an approximately $1.5 million first lien mortgage in favor of 1st Manatee (the "Building Note"), which matured on September 10, 2013. Accordingly, during the third quarter of 2013, our sole source of income consisted of rent under the Initial Lease and our net income consisted of an approximately $5,200 per month net margin between such revenue and the debt service with respect to the Building Note. As of September 30, 2013, we also owed $40,000 to certain current and former directors for unsecured, payable on demand, advances made by them to the Company in 2010 (the "Advances"). The maturity date of the Building Note was extended to December 10, 2013. In addition, 1st Manatee has informed us that it will enter into a multi-year extension of the Building Note simultaneously with the commencement date of the initial term of the New Lease. The monthly rental income under the New Lease is expected to continue to exceed the monthly debt service under the Building Note as extended.
9
Management is also considering using the Company's status as a fully reporting public company to engage in a transaction in which a carefully selected privately held operating company would merge into the Company, i.e. a reverse merger. As a result of such a merger, whether or not the Building had in the meantime been sold, voting control of the Company would be held by the shareholders of the operating company. We intend to take all other commercially reasonable steps necessary to give the Company the best opportunity to act as a viable merger candidate.
While we believe that the intended multi-year renewal of the Building Note and the effectiveness of the New Lease have a very high likelihood of occurring in the next several weeks, as of the filing date of this Report, there is no complete assurance that on December 6, 2013, we will begin to receive rent under the New Lease and that and the Building will remain subject to a mortgage with a maturity date sufficiently in the future. There is also no assurance that we will be able to find the private operating company whose business has sufficient upside potential and where the terms and conditions of a merger with such company are in the best interests of our shareholders.
I'm gonna have to read that Q more carefully when I have time.
so sounding like building sale isn't going so well and possible lease to own option is possibly in the works (?)
from 10Q filed today,
"
On April 26, 2013, we received a letter from the Office of Enforcement Liaison in the SEC's Division of Corporation Finance. The letter informed the Company that if we do not take the necessary steps to return the Company into compliance with its reporting requirements under the Exchange Act within the next fifteen days, the SEC may commence administrative proceedings to revoke our registration under the Exchange Act and impose a trading suspension with respect to the Common Stock. On May 6, 2013, we filed a letter with the SEC setting forth a plan for returning into such compliance by filing the Annual Report on Form 10-K for 2011 on or before May 31, 2013, and all other delinquent periodic reports on or before July 31, 2013, and requesting that no such administrative proceedings or trading suspension be commenced at this time. With the filing of this Report, we would have filed all of the delinquent reports.
As stated above, the Building Lease expires on September 10, 2013, and the Building Note matures on August 31, 2013. As of the filing date of this Report, we have been informed that Bank of the Ozarks does not intend to renew the Building Lease. Contemporaneously, we have also received assurances from the holder of the Building Note that it is the holder's intention to renew the Building Note for a period of time sufficient for us to obtain a new tenant or sell the Building. We have also been informed that a financial institution intends to (i) become a tenant in the Building commencing at the end of the lease with Bank of the Ozarks and (ii) include in the lease an option to purchase the Building at any time after the first twelve months of its lease. Based on preliminary discussions, the net rent payable under the intended lease would exceed the debt service under the renewed Building Note.
Management is also considering using the Company's potential status as a fully reporting public company to engage in a transaction in which a carefully selected privately held operating company would merge into the Company, i.e. a reverse merger. As a result of such a merger, whether or not the Building would in the meantime been sold, voting control of the Company would be held by the shareholders of the operating company. With the filing of this, the last of the delinquent reports, we intend to take all other steps necessary to restore the Company's fully reporting status so that it can act as a viable merger candidate.
While we believe that the intended renewal of the Building Note and new lease has a high likelihood of resulting in a completed transaction, in the absence of definitive binding documents, as of the filing date of this Report, there is no complete assurance that on September 10, 2013, the Building will be leased and remain subject to a mortgage with a maturity date sufficiently in the future. There is also no complete assurance that we will be able to restore our status as a fully reporting public company and, even if we do, that we will be able to find the private operating company whose business has sufficient upside potential and where the terms and conditions of a merger with such company are in the best interests of our shareholders.
"
10k filed, i'm wondering how they're going to handle 'this'...
convert to shares while shares are cheap before the sale of the property goes through OR pay themselves out of sale of property
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
As of December 31, 2012, certain current and former directors were owed $40,000. These Advances do not yield interest and are payable on demand. The obligees and the amounts owed to them as of December 31, 2012, as Advances are as follows:
Name
Amount
Charles S. Conoley
$
5,000.00
Estate of C. Donald Miller, Jr.
5,000.00
Michael Shannon Glasgow
5,000.00
Barclay Kirkland, DDS
5,000.00
David K. Scherer
5,000.00
Elizabeth Thomason, DMD
5,000.00
Mary Ann P. Turner
5,000.00
Clarence R. Urban
5,000.00
Total
$
40,000.00
Looks like Bank of the Ozarks is utilizing new construction for their bank.. i guess that rules them out from the possible list of purchasers.
http://www.bradenton.com/2013/05/23/4536936/bank-of-the-ozarks-growing-in.html
$2,750,000... assuming 6% commission brings it down to $2,585,000 minus ~$1.5mil in owned mortgage(?) = $1,085,000 over 1,770,139 shares =
~$0.61
A LOT OF 'IFs' in the above scenario though...........
found the listing.. up for $2.75mil.. geez, that would be one nice divy....... again assuming it sells
http://www.rofo.com/building/FL/Bradenton/900-53rd-Ave-E-242722.html
900 53rd Ave E, Bradenton, 34203
Building Stats:
Year Built: 2000
Description:
FORMER BANK BRANCH HEADQUARTERS BUILDING
- Sale price $2,750,000
- 7,084SF- former Bank branch headquarters building
- Three drive thru lanes plus ATM lane
- Excellent signage and exposure
- Branch currently has over $33 million in deposits
- Out-parcel to a 61,000 SF Winn Dixie
- Over 88,000 people live in a 3 mile radius
- Branch available September 1, 2013
even though they touch on current events in this 10k, i don't think i can figure out current cash due to the fact that it's "For the fiscal year ended December 31, 2011"
"we do currently have a positive spread of approximately $5,200 between the rental income from the Building Lease and the debt service under the Building Note."
another very key piece i'm trying to figure out is how much cash is on the books.. they have been renting it out for more than monthly payments
this could play into divy too
"
After a series of negotiations, we entered into, on July 11, 2011, a settlement agreement with the FDIC, pursuant to which we paid the FDIC the net amount $511,000 in exchange for full ownership of the building previously occupied by the Bank and now occupied by Bank of the Ozarks (the "Building"). Simultaneously, we entered into a lease with Bank of the Ozarks, which commenced retroactively to September 11, 2010 and expires on September 10, 2013. The building is subject to a mortgage held by 1st Manatee Bank, with a maturity date of August 31, 2013.
In summary, since September 11, 2010, our business has consisted of owning, maintaining and holding for rent the approximately 7,000 square foot building, leased to a single tenant. Accordingly, our sole source of income has consisted of rent under such lease and our net income has consisted of the net margin between such revenue and the sum of the debt service with respect to the mortgage and operating expenses.
"
Thats why we keep playing.
"Principal payments of $29,923 and $1,483,777 are due during the years ended December 31, 2012 and 2013, respectively.
"
i'm assuming that's what they owe on the building
in 10k, "On April 26, 2013, we received a letter from the Office of Enforcement Liaison in the SEC's Division of Corporation Finance. The letter informs the Company that if we do not take the necessary steps to return the Company into compliance with its reporting requirements under the Exchange Act within the next fifteen days, the SEC may commence administrative proceedings to revoke our registration under the Exchange Act and impose a trading suspension with respect to the Common Stock. On May 6, 2013, we filed a letter with the SEC setting forth a plan for returning into such compliance by filing this Report on or before May 31, 2013, and all other delinquent periodic reports on or before July 31, 2013, and requesting that no such administrative proceedings or trading suspension be commenced at this time."
thanks for the local perspective.. it's good to have to keep my perspective balanced...
going rate for reporting otc shells is usually $200k-$300k BUT more important to me as a shell investor is the very small o/s AND what biz comes in
sure some of my shells reverse split and go to zero BUT i've also had several 10+ baggers................ it's the game
.. and again the bid action 'told me' something was up............
we'll see
have a good day!
db - I have no bone to pick - I'm stating my view as one who is 1 town away from their building - there are dozens upon dozens of them, almost like walgreens and CVS stores - there on many many corners with "for sale" signs on them.
There is 1 intersection that has 1 on both sides of the street "for sale" and it is on a major link - not some off beaten road.
Florida was set up for these bank failures with their lax requirements to become a bank holding company, hence the huge number of failures in FL.
As for the ticker - That may be worth something - but how much? I know of one that sold "controlling interest" for $5200.00 - Just don't know til its sold(or used for something new).
a few weeks ago i noticed several new bidders showing up who kept outbidding each other.. i figured something was up
not sure why you have a bone to pick with this company but i think they will sell the building just based on the 'bidders tell' i noticed
as always, time will tell.....
i'm trying to dig now to see what is actually owed vs what it 'might' actually go for
g/l!
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