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The Rainmaker

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The Rainmaker

Re: chart_md post# 1103

Friday, 05/18/2007 1:50:15 PM

Friday, May 18, 2007 1:50:15 PM

Post# of 7597
Some reverse merger DD

Let me share a chain of events I've put together, let me know what you think.

1)What happens to those public companies Cornell and other hedge funds invest in but fail?

2)If you were Cornell or another hedge fund what would you do if you were owed 600 grand on a deal. The company you invested in was out of money, had no revenues and management turned out to be inept.

3)Basically you end up owning major positions in several dormant shells.

4) You also have access to private companies with innovative products or technologies because you are a well known source of funds. I would imagine every week another private company comes to you looking for money or to be taken public.

5) So let's put these thoughts together, Cornell controls dormant shells and has been approached by companies looking for funds or to be taken public.

6)The first step for Cornell would be to hire a cleanup crew.
You can't just throw a new merger into a polluted shell and expect things to work out. Cornell would need to throw out the current management and hire a turnaround expert to clean and save that shell.

7)You would want a team who knows what they're doing and who has had proven success turning other companies around.

8)Most important point****the whole key to this scenario****
Whoever Cornell hires would want assurances Cornell isn't going to dump tons of stock and waste the Turnaround experts time.

So the answer to your question is.. most times Convertible debentures aren't great for a stock. Stand-by Equity Agreements are far worse than lump sum convertibles. The scenario I present in items 1-7 would be the one time these debentures are a positive sign of support from the hedge funds.

I believe The Crivello Group have become Cornell Capitals designated shell cleaners.
http://www.crivello.com/


Here are the items I present to support my theory
From ETLS most recent 10QSB
The key part is this***
We expect that Crivello Group, LLC will enter into a management
services agreement with us.

***Not if Cornell starts dumping stock, Crivello will tell them to F*** off and take back their shells and Cornell can eat their losses like a man.

Recent Developments

Management Transition . On March 27, 2007, the Company's Board of Directors accepted the resignations of Terry Eilers, A. Richard Barber, and Michael Sullinger as members of the Board. The Company did not have a disagreement with any of the resigning directors. Mr. Eilers, Mr. Barber, and Mr. Sullinger did not serve on any committees of the Board. On March 27, 2007, the Company's Board of Directors also accepted the resignations of the following officers: Terry Eilers, President and Chief Executive Officer, and Michael Sullinger, Chief Operating Officer and Secretary. The Company did not have a disagreement with any of the resigning officers.

In addition, on March 27, 2007, the Board of Directors of the Company appointed David Marks as a member of the Board and appointed Frank Orlando as Chief Restructuring Officer, Chief Financial Officer and Secretary of the Company. Mr. Orlando and Mr. Marks are not our employees, and as of the date of this report we do not have employment contracts with either of them nor agreements regarding compensation and related matters. Mr. Orlando and Mr. Marks are each an officer of Crivello Group, LLC and other entities. We expect that Crivello Group, LLC will enter into a management services agreement with us.

The new management team will be undertaking an analysis and evaluation of the Company's current business model and industry, our assets and liabilities, our financial condition, and overall prospects in order to determine whether to continue the Company's current operations or to develop and implement a new business strategy that could result in a substantial change in the Company's business model, a liquidation of the Company's existing assets, and other changes. During this evaluation phase, we have substantially reduced our production and sales programs and certain other operations and reduced our personnel to no full-time employees and no part-time employees in order to minimize operating costs pending the outcome of the analysis noted above. In addition, during this evaluation phase, we anticipate that our operating revenues will be negligible, that the Company will generate a significant loss from operations, and that the Company will need to obtain debt and/or equity financing for working capital purposes. No assurance can be given that such financing will be available purposes. No assurance can be given that such financing will be available on terms acceptable to the Company.

Debenture Financing. We have entered into a series of debenture financings with Cornell Capital Partners, L.P. ("Cornell") as described in greater detail below in this report. Most recently, we issued and sold a $7,642 debenture to Cornell in December 2006 and a $72,000 debenture to Cornell in April 2007. The proceeds from these two debt financing were used to pay professional fees associated with securities law compliance, audit fees, transaction costs, and related fees.

***Cornell gave Crivello group the money to start cleaning the shell.


If that's not enough here's a deal where Cornell is out 10 million dollars. Fascinating article how crooks can loot a shell and run.

Key part of article is this part***
Headliners, a penny stock company that rarely has traded for more than a dime and recently less than a penny a share, owes Cornell about $9 million in principal and interest. The hedge fund scrambled to get someone to take over the business and hired consultant Frank Orlando.
***Frank Orlando is officer of Crivello Group.

http://www.nj.com/business/ledger/index.ssf?/base/business-6/1177216401139640.xml&coll=1


Shells being brought back to life by Crivello Group
TLBT
ADBN
ETLS

TTGL the prototype company. Crivello/Marks first turnaround now trades around $1.20 per share.

Here is how Cornell and Crivello Marks worked together on TTGL.
Notice how patient Cornell was with TTGL.

ere is something from TTGL for 10QSB
TTGL is run by the same people who are running ADBN IMHO

On January 5, 2007, Cornell and the Company executed Amendment No. 1 to the Registration Rights Agreement whereby among other provisions, changed the required filing date of the Registration Statement to January 31, 2007 and the date the Initial Registration Statement is to be declared effective by the Securities and Exchange Commission by March 31, 2007.

As of February 28, 2007, debentures with a $1,000,000 face value plus accrued interest is outstanding. Cornell has waived all penalties associated with the delay in effectiveness of the registration rights agreement. An SB-2 was filed with the SEC that would cover the registration of the securities covered by these agreements on March 8, 2007.


Not only did Cornell wait since 2004 to sell their stake in TTGL they kept giving them extensions and waived all penalties. Sounds to me like Cornell believes in Marks and Crivello.

So when David Marks and Frank Crivello know that Cornell will have stock to sell on the open market they start a company program to buy cornell's shares back on the open market. They also bought back shares from Lazarus rather than let those shares into the float. These guys are company builders not share dumpers from what I see.


Titan Global Holdings Announces Commencement of 4 Million Share Open Market Buyback Plan
Wednesday May 9, 4:01 pm ET
Board of Directors Cite Attractive Share Price and Company's Improving Fundamentals for Plan to Decrease Share Supply

DALLAS--(BUSINESS WIRE)--Titan Global Holdings, Inc. (OTCBB:TTGL - News), a high-growth diversified holding company, announced today that the Company's Board of Directors have commenced an approved 4 million share open market buyback plan. The Board cited its attractive share price, as well as reported record financial revenue results and strategic progress from its various business units in making this decision.

ADVERTISEMENT
As of today, Titan has 49,129,052 shares of common stock outstanding. As of May 4, 2007, management, directors, and strategic investors of Titan already owned or controlled in excess of approximately 75% of the common stock issued and outstanding shares.

"Titan's management, directors, and strategic investors continue to view our share price as a compelling value proposition," said David Marks, Chairman of Titan Global Holdings. "Therefore, from time to time, these parties, including Titan, have and may make additional open market purchases consistent with SEC rules."

In a private transaction, Titan previously announced its re-purchase on December 29, 2006 of 1,250,000 from Laurus Master Fund, Ltd. As of April 30, 2007, Titan had in excess of 2,000 shareholders. On May 4, 2007, Titan's stock closed at $1.14 per share. Titan's stock reached its 52 week high of $1.49 per share on March 8, 2007.

2008-The Rainmakers Moneymakers. stock symbol RAIN
http://investorshub.advfn.com/boards/board.asp?board_id=11575


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