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UCAP: cash merger. FINRA deleted symbol:
http://otce.finra.org/DLDeletions
Ken,
No offense taken. I took my lumps (65% loss) and sold after the 8-K (oct. 17th) came out. I bought positions in any/all small-cap mortgage brokers at the beginning of this year. Some were huge winners, (2) have now gone bankrupt. A horse-race bet, spread out w/ fixed bets, placed on the entire small-cap field.
Do you want to take over as Board Chairman of this board? I'm done w/ UCAP.
I noted your posted e-mail address. Are you the KLH who works in the movies? Prop/Art dept. stuff? Any good celebrity gossip from the sets you've worked on?
best regards,
sf
I had my pity party and I apoligize if I offended anyone here. Some win and some lose but it isn't over.
Market I have been following you for over a year now and you have up to now you have have done a fine job of picking great stocks. you do a great job and itis my fault in trying to pick the stock that was going to get me back on track and to be honest it would only take 10,000 to get me there. I believe it will take the stock market to get me there and I invest in other things letting others do it for me, I thought i could get ahead in investing in individual yet risky stock. Now i have seen that those in the know win and thet is it if you are there and you know when to get i and to get out you win. I'm the one who is to think that in can only be a sheep and not a sheep herder but if any one wants to donate to the cause I will never forget the gesture and would follow there lead. it is always being one step ahead and that is it my e mail is khayes@chartertn.net and I quit trying and Im going to be the one who tried and failed . Ken
Don't blame yourself. UCAP is the one that mislead investors. I'm in the same boat. Sometimes the companies are stacked against us. They were announcing a lot of things such as "record revenue" then all of a sudden they announce they were near bankruptcy. And then come along with this private placement deal that issued millions of new shares. All without ever properly releasing their 10ksb.
I've been able to pick dozens of stocks that have performed very well, but unfortunately sooner or later there are a few that just really stink. UCAP is one of them. I lost quite a bit on this crap shoot, but tomorrow will be another day.
There is more opportunity out there than there are scams. The name of the game is to make sure you don't put all of your eggs in one basket.
well isn't this nice i invested in worlcom and now this i suck at this and i'm done so i guess i will leave it there to hope for the best what the fuck somebody lend me some money . Ken i know the game is the game but some lose and some win so you know what i do . going to get drunk and say what the hell
.045 I guess there's not much more to say at this point. UCAP already did most of the talking for shareholders by running the company into the ground and then diluting what was left of it.
I really do hope a class action is started. I will gladly add my name to the list. "UCAP announces record revenues for 2003"
What every happend to that press release? Lies, Lies, and lies.
I hope a class action suit is filed against Ucap considering investors purchased shares of Ucap based on lies released by the company.
Class action? I know they usually don't regain much for shareholders but it would certianly be better than nothing at all.
Any ideas what the hell that filing means? Sounds like massive dilution to me.
It is a shame what happened to this company. I followed it back when it was Lahiana acquisitions and it had a great track record. The didn't even take advantage of the refinancing boom that almost every other mortgage company in the USA was able to gain from......
I have no idea what this company has been doing the last 12 months.
I believe shareholders were lied to about Ucap.I purchased this stock because of glowing press releases from Ucap.We as investors were told on May 14,2003 that Ucap was a stronge and powerful company by Farmer. The following SEC filing reveals Ucap was close to filing for bankruptcy.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): November 26, 2003
(November 24, 2003)
UCAP Incorporated
Colorado 0-27480 84-1325695
-------- ------- ----------
(State or other jurisdiction (Commission File ID No.) (IRS Employer No.)
of incorporation)
Suite 700, 14001 E. Iliff Avenue
Denver, CO 80014
(Address of principal executive offices)
(303) 696-1700
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 2. Change in Control of Registrant
Pursuant to a Securities Purchase Agreement dated as of November 24, 2003 (the "Purchase Agreement"), the Company issued Two Hundred Ten Million (210,000,000) shares of its common stock to three (3) purchasers (the "Purchasers") in exchange for an aggregate consideration of Two Million One Hundred Thousand Dollars ($2,100,000) or at $0.01 per share. Under the terms of the Purchase Agreement, the Purchasers have the option to purchase up to Three Hundred Million (300,000,000) additional shares of its common stock for Three Million Dollars ($3,000,000), or at $0.01 per share, in increments of One Hundred Million (100,000,000) shares at each of the 60, 90 and 120 day anniversaries of the initial closing date.
As a result of the issuance of the shares of common stock pursuant to the Purchase Agreement, a change in control of the Company has occurred. After the closing, the Purchasers owned 210,000,000 shares of the Company's common stock or approximately 82.5% of the Company's common stock, with (i) The Loyr Foundation owning 100,000,000 shares of common stock, or approximately 40.5% ,
(ii) Europe Catalyst Fund owning 40,000,000 shares of common stock, or approximately 16.2%, and (iii) Absolute Return Europe Fund, Ltd. owning 70,000,000 shares of common stock, or approximately 28.4%. If the Purchasers exercise all of their options under the Purchase Agreement, the Purchasers will own 510,000,000 shares of the common stock of the Company, or approximately 93.3%.
--------------------------------------------------------------------------------
In connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Purchasers, which grants the Purchasers one (1) demand registration per year, demand registration on Form S-3 (when available) so long as the aggregate offering price is $500,000 and piggyback registration rights.
In addition, Colleen Brewer, the Chief Operating Officer of UCMC, has been elected to the Board of Directors of the Company.
The Board of Directors of the Company determined that the terms of the Securities Purchase Agreement and Registration Rights Agreement were in the best interest of the Company because the Company's wholly-owned subsidiary, United Capital Mortgage Corporation ("UCMC"), immediately required additional capital in order to maintain its existing Warehouse Line of Credit with Residential Funding Corporation (the "Line of Credit"), and a failure to obtain such capital would have caused the termination of the Line of Credit, which would have resulted in the cessation of UCMC's operations, and because the Company needed additional capital for existing corporate payables and general working capital. In reaching its decision, the Board considered the fact that the Purchasers had agreed to release $100,000 to the Corporation for the payment of salaries, rent utilities and other operating expenses of the Company prior to the closing of the Purchase Agreement, and the fact that it was unlikely that the one other alternative financing that that presented itself could be completed on a timely basis. The Board also concluded that filing for protection under Chapter 11 of the United States Bankruptcy Code was unlikely to result in a greater value to the Company's shareholders than a capital infusion under the terms and conditions of the Purchase Agreement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Securities Purchase Agreement dated November 24, 2003.
10.1 Registration Rights Agreement dated November 24, 2003.
2
--------------------------------------------------------------------------------
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 hereto duly authorized.
UCAP Incorporated
(Registrant)
Dated: November 26, 2003 By: /s/ Dan Moudy
----------------------------------
Dan Moudy, Chief Executive Officer
3
--------------------------------------------------------------------------------
Is this week it? Will UCAP finally report on their earnings?
It sure seems like they are taking their time.
When with the financials be coming out? This is getting to be nerve racking.
new symbol change ucap.pk it is kind of hard to be optimistic at this point.
UCAP Incorporated
Colorado 0-27480 84-1325695
(State or other (Commission File ID No.) (IRS Employer No.)
jurisdiction of
incorporation)
Suite 700, 14001 E. Iliff Avenue
Denver, CO 80014
(Address of principal executive offices)
(303) 696-1700
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 5. Other Events
Under the terms of a Settlement and Mutual Release Agreement dated November 6, 2003, William D. McCord, a former majority shareholder of United Capital Mortgage Corporation ("UCMC"), a wholly owned subsidiary of the Company, agreed to terminate and release the Company from its pledge to him of all of the issued and outstanding shares of capital stock of UCMC. As previously reported in the Company's amended annual report on Form 10-KSB/A for the year ended September 30, 2002, filed with the Securities and Exchange Commission on January 29, 2003, the Company had pledged all of the issued and outstanding shares of capital stock of UCMC to Mr. McCord.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
None
--------------------------------------------------------------------------------
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 hereto duly authorized.
UCAP Incorporated
(Registrant)
Dated: November 17, 2003 By: /s/ Dan Moudy
----------------------------------
Dan Moudy, Chief Executive Officer
me too it seemed as soon as I posted last the volume picked up. I truley hope this is the beginning of a big run up of this stock.
Not yet, but soon......Hopefully.
Looks like there is a sign of life today in the share price. You watching the volume? Not too bad. I'd like to see a few more days like this.
Good luck.
I wonder if they will file before the year is out? I know no news is good news but it sure would be nice at this point. Isn't there some kind of rule of when they should have to disclose it or be delisted. Something like that I'm thinking. Remember I'm a novice when comes to the rules.
I just hope we see the 10ksb soon. Investors need to know what's going on with this company and aren't likely to buy until they meet their filing requirements. I think UCAP will move up again after the get rid of their 'e'.
I wonder if there will be any good news this week.
Well I talked to Moudy about these issues. Don't take it from me- talk to him yourself, if you get a chance.
Granted this company has not been well managed, but that isn't to say things can't change going forward. I'm waiting at least until we see the 10ksb.
I don't know if we'll be seeing the 10ksb anytime soon. UCAP hired a new auditing firm Richey, May & Co a highly respected audit firm in Denver. As of a couple of weeks ago a public statement was posted on a Yahoo Finance board from UCAP that quotes: "In the process of performing their audit work, RMC has determined that additional working paper verification and involvement of the prior auditors will be required due to the transition and change in year end.
Management believes that the earnings guidance previously furnished by the Company will not be met as a result of certain events, including but not limited to, the appointment of a Receiver from March 2003 through May 2003, . . ."
That's not sounding good at all!!
I agree builders are building and selling houses at a record rate.This was reported on CNBC earlier this week. I know who I believe.
I find it very odd though that if UCAPs troubles are being blamed on rising rates, then why are other companies with the exact same products and pricing still running strong. Why would half of their critical staff members have bailed out when the market was still at its peak? Why have they gone through two CEO/Presidents in two years? This is not something you blame on rates, this is its current management loud and clear. UCAP had an amazing presence in the Las Vegas market, a market that is to this day breaking records for growth and loan volume. They shut that office down!!! This is clearly mismanagement. Bought at .24 now were below .09 I don't think we are getting straight answers from anyone there.
New loan initiations have fallen. Interest rates are now a bit higher which has caused some of UCAP's problems. A bigger problem in my opinion was just plain mismanagement.
And yet another thing that isn't helping them is the 'E' and the fact they still haven't reported their earnings/10ksb.
All of these things make investors nervous. Hopefully after they disclose investors will begin to buy again.
Can anyone tell me what is going on with this company, everyone in this sector is doing fairly well?
I think we will see the 10ksb sometime next week. Just my opinion. Anyone else able to talk to anyone from UCAP?
I heard from Moudy himself today. He called me back on the phone. The man was very upfront and realistic. He was not overly positive nor was he overly negative. UCAP does have some challenges due to the decline in the mortgage bubble. Obviously he couldn't tell me anything that the SEC doesn't already know- my questions were all very broad out of respect to that. But I can honestly say that my worries are %50 gone just after talking to Moudy.
There were, and still are a few people involved with this company that don't seem to have the ability or the motivation to put UCAP back on track, but I think that going forward things are going to change for the better. UCAP still has some hope.
I suggest that anyone who is concerned just call UCAP's 1-800 number and ask to speak to Moudy or anyone handling investor relations. Take the time to calmly ask your questions and I have a feeling you will get some pretty good answers.
Me neither, but I do know that not reporting and thus the "E" is not helping them at all.
Investors, including me, are worried, and with good reason. Silence is never a good thing. But I've seen this happen before in the world of OTC , and I've seen stocks recover just as fast as they went down. Look at USXP for example, nobody thought that stock would be where it is today. And in my opinion UCAP was/is a much better company...
We will see. It doesn't really pay for me to cash out now, I might as well just wait it out.
Down to .09 well isn't this lovely at this point I don't know what to think.
well...this is not good
Down day after day.
Not sure how much longer they can stay in business like this.
Whom did you speak to?
I've called UCAP several times and asked for someone who deals with investor relations. I got a call back yesterday on my answering machine but the person wouldn't leave a last name or a number...
Spoke to folks earlier - I think they just might do right
and really clean up the financials and position this for acquisitions - now is a perfect time to be a buyer of mortgage volume - cant say for sure, but I think some of the folks who were a problem will go and some with a more professional and serious attitude will get in the drivers seat
time will tell, but at this moment I have an optimistic view
I did not receive a call back for the person that told me he would call back after he had more information. I am sorry I did not get the man's name. He was in such a rush to get off the phone. Maybe because he couldn't answer my most important question, which was is Ucap a stronge and powerful company as Mr. Farmer said in a press release.The number I called was 1-800-307-7602.Maybe someone will call since the call is free, hopefully they can get some information or a call back.
INSIDER BUYING!!!??!?!?!
Look:
http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3Ftextpath%3D%5C2003%5C10%5C30%5CEDGARNew...
or just go here:
http://www.pinksheets.com/quote/news.jsp?symbol=UCAPE
hmmm...one trade today vs LOTS last 7 days
I guess the insiders slowed down for a while...
Yay, trading at .11
If UCAP goes up 1 cent every day i'll be back to even in 3 weeks.
=)
I sense things can change
and perhaps the bottom is at $.10
so there may be some upside from there
but then who knows...
You're right. Unless things change the board will keep doing what they are doing now...which seems to be nothing.
Clean up the financials and disclosures, first, then...
work on going the business and financial value
they need to write down the real estate, settle all the litigation, do an equity placement to get the balance sheet up and then do some acquisitions - if Countrywide can sell for $100/shr...
It will only happen with a new fully compliant outside board - and now is the time if ever -
I agree with you it is time to get the ball rolling and show some good stock prices. There isn't any reasoning for this except for mis management and no pr. The lack of information makes investors nervous
Just another example of miscommunication and mismanagement
Smyth has 3 counts in one suit, 2 additional suits
for fraud - one in GA and one in AR
and did not lose any suits - the GCA counterclaims have 3 counts, indemnification, reimbursement of cost to settle with GCA and damages from breach of the August 1999 merger agreement - the GCA matter was set for trial on Oct 13, but was deferred due to scheduling, now set for February
and its time to remove the current board and get to business - look at every other mortgage provider and you will see nice volumes and excellent share prices - there is no reason why UCAP cannot follow that model
I'm not sure how Smyth can help, he lost his litigation against UCAP.
Also, the damage has already been done. In my opinion the board should have been ousted ages ago, but apparently they are VERY comfortable right where they are.
Shareholders interested in a new Board of Directors
for UCAP should contact Richard Smyth at 904-491-8416, or email Smyth at 'blueridgeventures@yahoo.com'
Certain filings are underway aimed at immediately removing the remaining 2 Board members and appointing a new fully independent board
Please include a contact name, phone number and indicate the number of shares owned
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