Ashton Technology Group (fka ASTN)

[Duffau]

Today, The SEC suspended this shell from trading.
GLTA

[rstar]

TechnoConcepts' Asante Subsidiary Enters Strategic Business Partnership with Worldwide Leader in Telecommunications Network Products

VAN NUYS, Calif., May 01, 2007 (BUSINESS WIRE) -- TechnoConcepts, Inc. (OTCBB:TCPS) today announced that Asante Networks Inc., a leading provider of networking solutions for the small-medium business ("SMB") market has entered into an Memorandum of Understanding ("MOU") with ZTE, a worldwide leader providing next generation telecommunications networks, products and solutions, including wireless products, core network products and network products. TechnoConcepts, Inc. is the largest shareholder in Asante Networks, Inc., with an 85% controlling interest.

Under the terms of the MOU, Asante will market and sell products into the SMB market, initially focusing on the North American market followed by expansion into Europe and other territories. The two partners will cooperate in defining next generation products for the Small Medium Business (SMB) market. Asante will integrate its' networking software solutions onto the new hardware platforms. Antonio Turgeon, Chairman and CEO of TechnoConcepts, Inc., commented "We believe this strategic partnership will prove to be mutually beneficial to both companies and we are pleased to secure a worldwide leader as a strategic partner for Asante." Turgeon further stated, "ZTE has extensive experience in delivering systems solutions for network convergence in the enterprise network domain."

About ZTE

ZTE Corporation, headquartered in China, is a worldwide leader providing next generation telecommunications networks, products and solutions, including wireless products, core network products and network products. ZTE has annual revenue in excess of US $4 billion. ZTE develops and delivers complete end-to-end solutions supporting multi-network convergence with an open structure which enables the convergence of both fixed and mobile networks, ensuring operators and service providers can continue to offer differentiated services.

About TechnoConcepts

TechnoConcepts designs, develops and markets semiconductors for wireless communications. The company has developed and patented True Software Radio(R), a proprietary technology that creates convergence for the wireless industry. True Software Radio(R) chipsets are designed to enable cell phones, PDAs, laptops, and other mobile devices with different radio frequencies, standards, and protocols to adjust by software command so that they can communicate directly with each other, across otherwise incompatible networks, without the need for multiple radios. True Software Radio(R) chipsets replace the front end, I/F processing, ADC, and digital filtering sections of digital radios. Because the technology simplifies design and reduces component costs, the Company believes that True Software Radio(R) is an ideal platform for Original Equipment Manufacturers (OEMs) and Original Design Manufacturers (ODMs) to develop new wireless broadband, mobile data, cellular, and other next-generation wireless applications.

More information is available at www.technoconcepts.com

More information is available at: www.zte.com.cn

About Asante Networks Inc.

Asante, based in San Jose, CA, is a leading provider of networking solutions for the small-medium business (SMB) market. Asante designs, markets, and sells a full line of networking solutions that provides high-performance, reliable, and value-based solutions. The company's IntraCore(R) and FriendlyNET(R) product families offer a full breadth of products - from the edge to the core of networks that integrate voice, data, and video over wireless and wired networks with unified management and authentication. Asante Networks is a subsidiary of TechnoConcepts Inc. (OTCBB:TCPS), a fabless semiconductor company specializing in wireless communications and networks.

More information is available at: www.asante.com .

Safe Harbor Statement under the Private Litigation Reform Act of 1995

Forward-looking statements in this release do not constitute guarantees of future performance. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Such statements may relate, among other things to expected financial and operating results, the expected acceptance of the company's products, the usefulness and benefits of the company's products generally and the acceptance of the company's technological solutions and its ability to achieve its goals, plans and objectives. The risks and uncertainties that may affect forward-looking statements include among others: difficulties providing solutions that meet the needs of customers, difficulty in developing new products, difficulty in relationships with vendors and partners, difficulty in introducing products in the marketplace and gaining acceptance of the same, difficulty gaining necessary governmental approvals, difficulty facing the intense competition present in the wireless communications industry, uncertainty of currency exchange rate fluctuations, the Company's limited operating history, its inexperience in operating internationally and difficulty managing rapid growth. For a more detail discussion of the risks and uncertainties of TechnoConcepts' business, please refer to the company's Annual Report on Form 10K for the fiscal year ended September 30, 2006, filed with the Securities and Exchange Commission, and as subsequently amended. The company assumes no obligation to update any forward-looking statement contained in this press release or with respect to the announcements described herein.

SOURCE: TechnoConcepts, Inc.

CONTACT: Wolfe Axelrod Weinberger Associates, LLC
Investors:
Donald C. Weinberger, 212-370-4500
Managing Member
[e-mail]
or
Martin E. Janis & Company, Inc.
Media:
Beverly Jedynak, 312-943-1100 ext. 12
President
[e-mail]


Copyright Business Wire 2007

[rstar]

from tcps shareholder letter
• TechnoConcepts’ U.S. subsidiary, Asanté Networks, recently entered into a MOU with ZTE Corporation, the largest network equipment manufacturer in China (annual revenue in excess of US $4 billion). Under the terms of the MOU, Asanté expects to distribute ZTE networking equipment products throughout the U.S., Canada and Europe.


• Asanté has been restructured. Upon the closing of a financing targeted directly to Asanté, expected by June 2007, we expect that a new management team will be headed by a seasoned sales veteran who will become the subsidiary’s permanent CEO. Asanté has entered an MOU, which we hope will lead to an agreement, with UIC, a major equipment manufacturer in Taiwan for distribution into Small Medium Business (SMB) network security solutions of networkable cameras. We believe Asanté will achieve initial revenues of $1.5 million by August 2007.

[rstar]

i think this one's coming back to life!

[kgoodrich]

'm sorry , Sara, I was just going by the information that I gleaned. I didn't know it wasn't trading anymore.
ken

[sarals]

huh? ASTN doesn't even exist as a separate entity any longer...

[kgoodrich]

ASTN is heading for payday now.
I just did a revolving quarterly on ASTN and have found its progression pattern. You'll love this if you ever read it. During the quarter of Apr-Jun for the last 6 years ASTN has a total growth of 473%. That will place some damage back into your pockets. But, from the months of September to January the stock eats up all of your profits. Just look at the damage having the stock does in just the Dec-Feb quarter for 7 years. It totaled for that specific quarter a loss of -378% growth. I hope this helps you.

ken

[jmhollen]

O.T: A little iHub yuk-yuk to brighten your day:

http://www.investorshub.com/boards/read_msg.asp?message_id=519701


John

Park your Sub at the iHub - Bub; .....the experience might just "...float your boat..." !!!

[jmhollen]

Ashton Technology Group Elects New Board of Directors

PHILADELPHIA, Sep 18, 2002 (BUSINESS WIRE) -- Ashton Technology Group, Inc. (OTCBB:ASTN), elected Carmine F. Adimando and William A. Lupien as new directors of the board and seven others were re-elected during the company's annual shareholders meeting.

The two new directors are:

Carmine F. Adimando is the chairman and president of CARMCO Investments and also a principal with Redstone Capital Partners. Previously, Adimando held various executive positions with Pitney Bowes Inc. from 1979 through 1996, including vice president of finance, treasurer, chief financial officer and president of Pitney Bowes International Holdings, Inc.

William A. Lupien is currently chairman of OptiMark Holdings, Inc. Previously, he served as a specialist on the equity-trading floor of the Pacific Exchange for 17 years. From 1983 to 1988, Lupien served as president, then chairman and chief executive officer, of Instinet Corporation.

The other directors who were re-elected include:

Donald E. Nickelson, vice-chairman and director of Harbour Group Industries Inc; Robert J. Warshaw, Ashton's acting chief executive officer; James R. Boris, chairman of JB Capital Management, LLC; Ronald D. Fisher, vice chairman of SOFTBANK Holdings Inc; Jonathan F. Foster, managing director at The Cypress Group; Roy S. Neff, chief executive officer of BarterSecurities, Inc.; and Fred S. Weingard, vice president and chief technology officer of Ashton.

The stockholders also approved Ashton's 2002 Stock Option Plan and authorized Ashton's board to consider and implement a reverse split of Ashton's common stock in a conversion ratio of 10-for-1 or 30-for-1, or in any ratio between. The latter board action, if taken, must be made by October 30, 2002.

The Ashton Technology Group, Inc. is headquartered in Philadelphia with offices in New York and Chicago. Ashton and its subsidiaries provide electronic trading solutions to institutional investors and broker-dealers that reduce market impact and lower transaction costs, resulting in superior trade execution. Ashton trades under the symbol ASTN.OB.

CONTACT: Ashton Technology Group, Inc., Philadelphia Media Relations: Paul Shapiro, 215/789-3320 [e-mail] or Investor Relations: Julian Willis, 215/789-3317 [e-mail]

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[jmhollen]

Ashton Technology Group Announces Key Accomplishments: Surpasses Operating Plan Expectations

PHILADELPHIA, Sep 12, 2002 (BUSINESS WIRE) -- The Ashton Technology Group, Inc. (OTCBB:ASTN) today announced significant business developments since the company's finalization of its new business model last May.

"We are executing successfully against our business plan. The plan projects operating on a break-even basis in the second quarter of the company's fiscal year 2003 and our progress to date is encouraging," said Robert Warshaw, Ashton's acting CEO. "Since the strategic investment was completed on May 7, 2002, we have maintained the average revenue per share and average cost of trading built into our business plan and we are excited to announce that we are ahead of plan in revenue-related areas including, but not limited to, total volume and average monthly volume traded."

Warshaw added that Ashton has outpaced its business plan in other key areas, including sales, trading profitability, product enhancements, branding and technology.

Since May 7, 2002, Ashton's subsidiary, Croix Securities, has surpassed monthly volume projections in four consecutive months. Average order size, average monthly orders per customer, number of trading days and number of new accounts traded have all increased month over month. Since May 7, 2002, every trade accepted and executed by Croix Securities has been profitable--meaning commissions received have been greater than the combination of execution costs, clearing and settlement costs and fees paid to Ashton's liquidity providers.

In terms of branding, Ashton is ahead of schedule for the launch of its new identity, which will encompass all communications for both the parent company and its broker/dealer subsidiaries.

Also completed ahead of schedule was the successful integration and launch of the company's technology and trading algorithms--optimizing the allocation of orders to Ashton's liquidity sources and executing proprietary trades electronically.

Ashton has taken, and continues to take, a broad set of steps to reduce the operating expenses of the company. This has included employee reduction, substantive pay-cuts (averaging 10% at all levels of the company) and a restructuring of sales force compensation to be largely driven by trading volumes. The company continues to work with the Philadelphia Stock Exchange to determine the long-term viability of the eVWAP facility, which Ashton expects to resolve in the fourth quarter of 2002.

Finally, Ashton reaffirmed its plan to announce the hiring of a permanent CEO in the fourth quarter of fiscal 2002. "We are confident that we will identify and hire an executive who brings substantial customer relationships, proven broker-dealer experience and a vision of how technology will continue to revolutionize trade execution," added Trevor Price, President and COO of The Ashton Technology Group.

The Ashton Technology Group, Inc. is headquartered in Philadelphia with offices in New York and Chicago. Ashton and its subsidiaries provide electronic trading solutions to institutional investors and broker-dealers that reduce market impact and lower transaction costs, resulting in superior trading execution. Ashton trades under the symbol ASTN.OB.

CONTACT: Ashton Technology Group, Inc., Philadelphia Media Relations Paul Shapiro, 215/789-3320 [e-mail] or Ashton Technology Group, Inc. Investor Relations Julian Willis, 215/789-3317 [e-mail]


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[jmhollen]

http://www.investorshub.com/boards/read_msg.asp?message_id=363430




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[jmhollen]

http://www.investorshub.com/boards/read_msg.asp?message_id=363379




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[sarals]

Some day karma will catch up with the wicked witch of the web... it would be even better if it was the FBI that did the catching...





Sara

[jmhollen]

I think you could actually bet on it.................

Fame and popularity definitely has it's advantages.




.

[sarals]

wouldn't that be nice :)


Sara

[jmhollen]

I certainly think the FBI will be scrutinizing a whole lot of Anthotwit's associates...!!

Tee hee.


John

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[sarals]

You have to wonder about those defending a known criminal who's just been arrested again for similiar offenses. Some people are just completely out of touch with reality.

It's just another reminder to scrutinize the motivations of those who claim to be saving us all from the bad guys...



Sara

[jmhollen]

And..............,

.......it would appear, the "...el-Primo love-object..." of some
m-m-m-mmmoderately m-m-m-mmmaniacal individual
we all know and care so m-m-m-mmmuch about....!!

HO, ho ho ho ho ho ho ho ho ho ho ho ho ho..............

"....Bad girl, bad girl, ...whatcha gonna do...?!?

Whatcha gonna do - when they COME FOR YOU......."!!!!
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:-0

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[sarals]

Whodaebber thunk it......!!

pretty predictable giving his history... he is a convicted felon.



Sara

[jmhollen]

Holy m-m-m-mmmtttering m-m-m-mmmalicious m-m-m-mmmarket m-m-m-mmmeddlers (cont'd).....

http://www.investorshub.com/boards/read_msg.asp?message_id=363209

Whodaebber thunk it......!!
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.
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:-0

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[jmhollen]

Holy m-m-m-mmmtttering m-m-m-mmmalicious m-m-m-mmmarket m-m-m-mmmeddlers.....

http://www.investorshub.com/boards/read_msg.asp?message_id=362903

Whodaebber thunk it......!!
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:-0

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[sarals]

link to prer14a

http://www.freeedgar.com/search/ViewFilings.asp?CIK=1003740&Directory=910680&Year=02&SEC...

Sara

[sarals]

Change of Control

Posted by: xxrayeyes In reply to: None Date: 3/19/2002 9:28:21 AMPost # of 10412

ASTN (OTCBB) ASTN: 1 Billion Share Auth. / Change of Control TUESDAY , MARCH 19, 2002 09:15 AM Ashton Technology Group Inc (The) (OTCBB: ASTN) released a PRER 14A revised proxy yesterday. The original proxy was filed on February 11th and covered in a Knobias Critical Alert at that time. The revised filing sets a March 14, 2002 date of record for shareholder voting eligibility. The Company seeks shareholder approval for: - A share authorization increase from 100,000,000 to 1,000,000,000 shares - Approval of an amendment to Ashton's certificate of incorporation to define Ashton's interest and expectancy in specified business opportunities SECURITIES PURCHASE AGREEMENT As previously noted, the share authorization increase is necessary for the Company's securities purchase agreement with OptiMark Innovations Inc. The agreement provides for Ashton to sell up to 633,443,600 shares of its common stock for the purchase price of $7.3 million in cash and intellectual property and other non-cash assets valued, for purposes of the transaction, at $20 million. This proxy revision also extends the date for the effectiveness of the party's termination rights under this agreement to April 30, 2002. CONVERTIBLE NOTE In addition, subject to the closing of the sale of Ashton's common stock to OptiMark Innovations pursuant to the securities purchase agreement, OptiMark Innovations has agreed to lend approximately $2.7 million to Ashton: - By a senior secured convertible note - Term: Five years - Convertible at a rate of $0.0492782 per share, subject to adjustment prior to the closing and to customary anti-dilution adjustments after the closing - Accrues interest at a rate of 7.5% per annum - The principal amount of the senior secured note will be initially convertible into 55,344,360 shares of Ashton common stock. OTHER PROMISED EQUITY As of January 31, 2002, Ashton had 68,162,250 shares of common stock issued and outstanding. Previous new equity commitments (61,486,640 shares): - 264,000 shares for conversion of its series B convertible preferred stock - 12,000,000 shares for conversion of the bridge loan and exercise of the warrants issued to HK Weaver Group, Limited - 30,071,964 shares issuable upon conversion of the secured convertible note issued to RGC - 2,222,222 shares of common stock issuable under the equity line with Jameson - 5,546,743 shares of common stock in connection with the exercise of outstanding warrants - 11,381,711 shares for possible exercise of outstanding and future stock options CHANGE OF CONTROL The transactions described above will give OptiMark Innovations a controlling interest in the Company. Total shares outstanding could increase by as much as 1100 % to 818,436,850 shares.

Disclaimerhttp://www.investorshub.com/boards/read_msg.asp?message_id=135097

http://www.investorshub.com/boards/read_msg.asp?message_id=307238


Sara

[xxrayeyes]

ASHTON TECHNOLOGY GROUP INC - Third Quarter Financial Results

FRIDAY , FEBRUARY 15, 2002 06:49 AM

New York, New York, Feb 15, 2002 (Market News Publishing via COMTEX) --

The Ashton Technology Group, Inc. (OTCBB:ASTN .195) announced that it had a net loss for the third quarter ended December 31, 2001 of $3.0 million compared to a net loss of $5.3 million in the same quarter of the prior year.

The net loss applicable to common stock for the quarter ended December 31, 2001 totaled $.06 per share, compared to a net loss of $.18 per share during the three months ended December 31, 2000.

Revenues were $750,296 during the three months ended December 31, 2001, compared to $50,593 during the same period last year, and $1.2 million during the three months ended September 30, 2001.

Ashton executed a total of 69.0 million shares during the quarter ended December 31, 2001 in its eVWAP(TM) system, a pre-open intelligent matching system offered through the Philadelphia Stock Exchange, compared to 6.2 million shares during the same period in 2000, and 102.4 million in the quarter ended September 30, 2001.

Ashton also executed an additional 7.6 million shares during the quarter ended December 31, 2001 compared to 7.4 million shares during the quarter ended September 30, 2001, away from the eVWAP system, at the volume-weighted average price.

Brokerage, clearing and exchange fees increased to $751,152 from $20,090 as a result of the costs associated with increased trades.

Total operating costs and expenses excluding brokerage, clearing and exchange fees were $2.6 million during the quarter ended December 31, 2001, compared to $4.0 million during the quarter ended December 31, 2000. Salaries and employee benefits decreased 14% to $1.4 million from $1.7 million due to fewer employees. Total headcount was 38 at December 31, 2001, compared to 56 at December 31, 2000.

Professional fees decreased 82% to $155,753 from $474,235, primarily as a result of a decrease in outsourced labor and legal costs.

Selling, general and administrative expenses decreased 33% to $827,203 in the third quarter this year from $1,230,952 in the third quarter last year, mainly due to reduced marketing expenditures and travel costs, as well as the relocation of our sales offices in New York and the closing of our sales offices in London and California.

During the three months ended December 31, 2001, Ashton recorded other charges of $515,600 related to a January 14, 2002 arbitration ruling against Ashton and in favor of the former president of its subsidiary, Electronic Market Center, Inc. (eMC). Other income for the three months ended December 31, 2000 included $413,980 related to the reimbursement of legal costs by Ashton's CEO.

During the year ended March 31, 2001, Ashton's subsidiary eMC began the orderly winding down of its operations as a result of market conditions and a lack of financing available to complete its development. As a result, eMC's results of operations have been reclassified as discontinued operations.

eMC incurred an operating loss of $4,977 in the three months ended December 31, 2001, compared to an operating loss of $837,020 for the same period in 2000.

Ashton's Chief Executive Officer, Fredric W. Rittereiser, said, "We made significant progress during the third quarter to reduce our operating expenses while focusing on developing a strategic partnership with OptiMark Innovations, Inc. and negotiating bridge financing. We continue to take actions to further conserve working capital until the closing of the OptiMark Innovations transaction, which we believe will accelerate the implementation of a competitive new business model."

Ashton is an eCommerce company that develops and operates electronic trading and intelligent matching systems for the global financial securities industry. It develops and operates alternative trading systems, serving the needs of exchanges, institutional investors and broker-dealers in the U.S. and internationally.

Ashton's goal is to enable these market participants to trade in an electronic global trading environment that provides large order size, absolute anonymity, no market impact and low transaction fees.

The forgoing press release contains forward-looking statements based on current management expectations. A variety of important factors could cause actual results to differ materially from such statements. Factors that could cause actual results to differ from current expectations include the ability to close the securities purchase agreement with OptiMark Innovations, Inc, and the timing of such closing; the availability and terms of bridge financing to continue to fund our operations; our ability to operate and to obtain sustained liquidity in our trading systems and to operate those systems profitably; fluctuations in securities trading volume, prices or liquidity; our dependence on proprietary technology; technological changes and costs of technology; industry trends; and competition. These and other risks are described in greater detail in Ashton's filings with the Securities and Exchange Commission.

(Financial tables follow)

THE ASHTON TECHNOLOGY GROUP, INC. AND SUBSIDIARIES 
               CONSOLIDATED SELECTED FINANCIAL DATA 
  
 Statement                            (unaudited) 
 of Operations 
 Data:              Three Months Ended            Nine Months Ended 
                     December 31,                 December 31, 
  
                2001          2000           2001           2000 
  
 Revenues        $  750,296    $  50,593    $  2,162,760   $   134,488 
  
 Expenses: 
     Salaries 
      and 
      employee 
      benefits       1,425,213    1,659,846       4,349,846     4,343,084 
     Professional 
      fees             155,753      888,215       1,353,656     2,279,811 
     Brokerage, 
      clearing 
      and 
      exchange 
      fees             751,152       20,090       2,502,942       315,073 
     Depreciation 
      and 
      amortization     222,920      189,773         705,091       473,390 
     Loss on 
      trading 
      activities           747       39,169         375,479       324,220 
     Selling, 
      general 
      and 
      administrative   827,203    1,230,952       2,508,030     2,968,659 
  
     Total 
      costs 
      and 
      expenses      3,382,988    4,028,045      11,795,044    10,704,237 
  
      Loss from 
      operations   (2,632,692)  (3,977,452)    (9,632,284)   (10,569,749) 
  
      Interest 
      income            8,928      241,957         99,376        984,412 
      Interest 
      expense        (118,013)      (1,952)      (205,976)        (9,937) 
      Other 
      income 
     (expense)       (551,815)     413,980     (1,058,065)       307,105 
      Equity in 
      income 
      (loss) 
      of 
      affiliates      262,580   (1,151,692)       251,485    (1,789,531) 
  
 Net loss 
    from 
    continuing 
    operations   $ (3,031,012)$ (4,475,159)  $(10,545,464) $(11,077,700) 
  
 Loss from 
     discontinued 
     operations 
     of eMC            (4,977)     (837,020)        (6,943)    1,641,513) 
 Gain on 
     disposal 
     of eMC              --           --           601,267          -- 
  
 Total 
     discontinued 
     operations 
     of eMC            (4,977)     (837,020)       594,324    (1,641,513) 
  
      Net loss   $ (3,035,989) $ (5,312,179)  $ (9,951,140) $(12,719,213) 
  
 Dividends 
     attributed 
     to 
     preferred 
    stock                --        (664,600)    (1,329,200)  (1,062,328) 
 Dividends 
     in 
     arrears 
     on preferred 
     stock             (9,981)     (148,552)      (138,840)    (425,724) 
  
 Net loss 
     applicable 
     to common 
     stock       $ (3,045,970) $ (6,125,331)  $(11,419,180)$(14,207,265) 
  
 Basic and 
     diluted net 
     loss per 
     common 
     share from 
     continuing 
     operations  $     (0.06)  $      (0.18)  $     ( 0.32)$      (0.44) 
  
 Basic and 
     diluted net 
     income 
     (loss) 
     per common 
     share 
     from 
     discontinued 
     operations   $     0.00    $     (0.03) $        0.02 $      (0.06) 
  
 Basic and 
     diluted net 
     loss per 
     common 
     share        $    (0.06)   $     (0.21) $       (0.30)$      (0.50) 
  
 Weighted 
     average 
     number of 
     common shares 
     outstanding, 
     basic and 
     diluted      48,369,605      28,939,687    38,589,965   28,586,531 
  
 Balance Sheet Data: 
                          (unaudited)             (audited) 
                        December 31, 2001       March 31, 2001 
  
 Cash and cash equivalents   $    960,250          $  6,028,883 
 Securities available 
     for sale                           -                1,483,350 
 Total assets                   4,002,266            13,065,778 
 Total liabilities              6,438,248             1,803,972 
 Minority interest                   -                4,000,000 
 Redeemable preferred stock          -                4,363,717 
 Total stockholders' 
  (deficiency) equity          (2,435,982)            2,898,089

CONTACT: TEL: [phone] The Ashton Technology Group, Inc.
FAX: [phone] Investor Relations and Media Contact:
Fraser P. Seitel
Internet: www.ashtontechgroup.com
Internet: www.evwap.com

URL: www.ashtontechgroup.com
MarketbyFax(tm) - To get the NEWS as it happens, call [phone].



(C) 2002 Market News Publishing Inc.

Disclaimer
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[sarals]

3rd Quarter Financials

http://biz.yahoo.com/bw/020214/142535_1.html


Sara

[sarals]

10-Q

http://biz.yahoo.com/e/020214/astn.ob.html

On February 4, 2002, we entered into a securities purchase agreement with OptiMark Innovations Inc., whereby we have agreed to sell up to 633,443,600 shares of our common stock for the purchase price of $27.3 million. In addition, OptiMark Innovations has agreed to lend approximately $2.7 million to Ashton to be evidenced by a senior secured convertible note to be executed by Ashton upon the closing of the securities purchase agreement.


Sara

[LaVerne]

I think they will survive.
They get along great with the Finance people!
LaVerne

[sarals]

ASTN on the Pulse:

http://www.otcbbpulse.com/leads.html


Sara

[xxrayeyes]

ASTN Withdraws Registration Statement

THURSDAY , FEBRUARY 14, 2002 02:56 PM

Ashton Technology Group Inc (The) (OTCBB:ASTN) is trading higher in the session at this time, on volume that is 45% higher than its 20-day average.

The company submitted a form RW with the SEC today withdrawing the Form S-3 filed on August 28, 2001. According to the filing, since the S-3 was filed, 16,527,508 of the shares registered for resale became eligible for resale under Rule 144. The remaining 200,000 shares, being registered for resale upon the exercise of warrants, have since been canceled.

Shares of the company are trading lower than four of four moving averages, and at a level between the range of its 5- and 20-day technical downside price support and its 5-day technical upside price resistance at $0.330, as calculated by Knobias technical analysis. The stock has a 30-day closing range of $0.145 to $0.400.

The Company is an eCommerce company that develops and operates electronic trading and intelligent matching systems for the global financial securities industry. The Company’s focus is to develop and operate alternative trading systems, serving the needs of exchanges, institutional investors and broker-dealers in the U.S. and internationally.


Disclaimer
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[MMMARY]

La Verne, astn does not look good

They just announced that htey're going from 100M to 1Billion shares. Extreme dilution and they still may not survive.

___________________________
Just say NO to stock fraud!

[xxrayeyes]

Agreed Sara. This may very well turn out to be good for ASTN. I just have a rule about investing in companies where the potential dilution is large. I think the recent developments will probably be good for the company itself, but the potential dilution may not let common shareholders participate in the company's success.

Disclaimer
http://www.investorshub.com/boards/read_msg.asp?message_id=135097

[sarals]

It's sort of like an axe waiting to fall and chop off your head. I like my head firmly attached to my shoulders.

LOL! me too! That much dilution can't be good... then on the other hand what we may be overlooking is the potential for this company/product to really get off the ground with this merger...



Sara

[xxrayeyes]

Interestingly enough, the market disagrees with both of us. ASTN is up 24% and has already traded more than the 10 day average volume. I have noticed a lot of companies raising the authorized shares to 1B or over. I guess it's something in the air. I think we will see a lot of consolidation going forward so that might have something to do with it. If you have no cash, shares are what you have to use for acquisitions. I try to steer clear of anything with that many unissued shares myself. It's sort of like an axe waiting to fall and chop off your head. I like my head firmly attached to my shoulders. LOL!

Disclaimer
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[sarals]

I agree Josh, it's not good news.

I was wondering why that IR guy was not giving me any answers. Now I know! LOL.

He must have known what was coming.

Well I made a few bucks and maybe there will be some more to make in the future.

Glad to hear that! I remember when you called the bottom a while back and was also able to take advantage of that. And fortunately I reduced my long term position some time back... guess we wait to see how low it goes now.

Thanks for your input.



Sara

[LaVerne]

Hi MMMARY,
This company looks good.
Can I have an opinion of why you do not like it.
Thanks,
LaVerne
PS: Just a little curious.

[xxrayeyes]

This is not good news. My calculations put the stock price around (.04). If ASTN is willing to sell shares at that price, then the market will assume that is what they are worth. Increasing the authorized by this much almost ensures a reverse split at some time in the future. I may buy in at (.04) if I see support. Since that is around the price that ASTN is selling shares to whoever it was, there will probably be some support in that area. I was wondering why that IR guy was not giving me any answers. Now I know! LOL. Well I made a few bucks and maybe there will be some more to make in the future. If it goes to (.04) I will take another look. Good Luck to everyone!

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[sarals]

Good response.


Sara

[Bird of Prey]

Please forgive my presumption

I presumed your information was for persons unfamiliar with the trappings of Due Diligence. Not one such as myself. I was aware of the Pre Proxy statement indicating a shareholder meeting at which the issue of increasing the OS count would be voted on by the shareholders.

The point of my previous post is that not everyone reading your musings is as well versed in due diligence as you or I may be. Since you were raising the issue it would be appropriate for you to include means for the less experienced investor to confirm the information presented for themselves. By failing, and now refusing to provide a link, the newbie investor (most likely to fall for scams) is forced to rely on the information provided in your post. A good promoter would have a field day picking your post apart and confuse the newbie even further.
Even the simple http://www.freeedgar.com and telling them to search under ticker ASTN would be most helpful to the newbie investor trying to decide if they wish to plunk their money down on ASTN or not. Certainly more helpful than what was posted. Some might simply dismiss it as ranting commentary by a disgruntled investor.
The purpose of adding links is not to make things more difficult for you, the provider of commentary...it is to make things easier for your audience, without whom you might as well scream in the shower.

The Bird of Prey

[sarals]

(removed comment)... here it is with a excerpt:

http://www.freeedgar.com/search/ViewFilings.asp?CIK=1003740&Directory=910680&Year=02&SEC....

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of The
Ashton Technology Group, Inc., a Delaware corporation, will be held at 12:00
noon, local time, on March 20, 2002 at our offices, located at 1835 Market
Street, Suite 420, Philadelphia, Pennsylvania for the purpose of considering and
voting upon:

o approval of an amendment to Ashton's certificate of incorporation
to increase the authorized common stock of Ashton from 100
million shares to one billion shares, an increase of 900 million
shares; and

o approval of an amendment to Ashton's certificate of incorporation
to define Ashton's interest and expectancy in specified business
opportunities.

Further details on these matters are provided in the attached proxy
statement.

Sara

[MMMARY]

SEC filing of course

where else would they have something that states they are going from 100M to 1B shares? Please use your SEC document URL of choice. When I post mine, people say it's innacurate.

Please do some dd of your own. It would be good practice for you to know how to find an SEC filing for a company. Remember, every time you make a post and don't add a link, you will be getting the same back at ya.

___________________________
Just say NO to stock fraud!

[Bird of Prey]

>>check it out


Where? PR? SEC filing? Give the ignorant and the uninitiated a fighting chance! Tell them where to look! Better yet, give them a link!

The Bird of Prey

[MMMARY]

ASTN going from 100M shares to ONE BILLION!

Not a type, check it out, extreme dilution which explains dump to .14 today. Going lower, much lower.

___________________________
Just say NO to stock fraud!

[sarals]

...it was a bit short lived... darn.


Sara

[xxrayeyes]

Good market reaction. Testing resistance at (.40).

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[xxrayeyes]

Thanks Sara! Message sent.

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[sarals]

Thanks xxrayeyes for checking that out. Here's the investor relations contact info:

INVESTOR RELATIONS CONTACT
Fraser P. Seitel
Emerald Partners
E-mail: [e-mail]
Phone: [phone]
Fax: [phone]

The only other question I'd want to ask is why eVWAP hasn't had any volume lately.

Thanks!



Sara

[xxrayeyes]

The last proxy was in regards to increasing the authorized from 100M to 250M for previously issued preferred shares and it mentioned possible future alliances. This may have been what they were talking about. I'm going to have to do some additional digging. Do you have the IR's email address handy? If so, I'll email and ask if the 250M is it, or if they are going to increase the authorized again. That's basically all I want to know. If you have any further questions, I will add them to my email if you want me to.

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[xxrayeyes]

G/M Sara! Yes, my thoughts are along those same lines. ASTN needed capital and now they have it, along with new management and a new focus. The only question I have is how much dilution will be involved. They are increasing authorized but it didn't say how much. I'm going to do some digging when I get the chance and see if I can get the details.

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[sarals]

Sure looks like someone believes this thing still has life in it!

As part of the strategic relationship, OptiMark professionals will work with Ashton to facilitate implementation of the technology, expedite the launch of Ashton's new business and oversee the steps that the combined management believes are necessary to make the company profitable.

Here's the optimark website:
http://www.optimark.com/



Sara

[xxrayeyes]

The Ashton Technology Group, Inc. and Subsidiary of OptiMark Holdings, Inc. Announce Strategic Investment and Bridge Financing
OptiMark Innovations Inc. to Provide Ashton With $30 Million in Intellectual Property and Operating Capital; Other Parties Provide $500,000 Bridge Financing

TUESDAY , FEBRUARY 05, 2002 09:28 AM

PHILADELPHIA & JERSEY CITY, N.J., Feb 5, 2002 (BUSINESS WIRE) --

The Ashton Technology Group, Inc. (OTCBB:ASTN .32) and OptiMark Innovations Inc., a corporation owned by affiliates of SOFTBANK Capital Partners and OptiMark, Inc. (OptiMark), a wholly owned subsidiary of OptiMark Holdings, Inc., announced today the signing of a definitive agreement representing a strategic investment in Ashton.

Additionally, Ashton announced that HK Weaver Group Limited has agreed to provide Ashton with up to $500,000 in bridge financing.

As part of the agreement with Ashton, upon closing, OptiMark Innovations will provide Ashton with assets valued at $30 million, including $10 million in cash, as well as intellectual property, licenses and management expertise. In return, OptiMark Innovations will own at least 80% of the outstanding shares of Ashton. Closing of the transaction is contingent upon, among other things, shareholder approval to increase the number of Ashton's authorized shares, completion of certain creditor negotiations, closing of a private equity investment in OptiMark Innovations and installation of a new Board of Directors commensurate with OptiMark Innovation's ownership stake in Ashton.

Upon closing of the strategic investment, Ashton will, through broker-dealer subsidiaries, offer a unique service for sell-side firms acting as agents, to offer cost-effective guaranteed Volume Weighted Average Price (VWAP) orders to their clients. To provide these guaranteed VWAP orders, Ashton will become a principal trading firm using state-of-the-art electronic trading algorithms that over the past five years have demonstrated the viability of this approach by achieving returns approximating VWAP. Ashton will continue to operate its eVWAP(R) facility for orders submitted anonymously from buy-side institutions.

Upon the closing of the transaction, Robert Warshaw, OptiMark's Chief Executive, will become interim CEO of Ashton, replacing Fred Rittereiser. Trevor Price, OptiMark's Executive Vice President for Product Strategy and Marketing, will become Ashton's Chief Operating Officer. James Pak, OptiMark's Executive Vice President for Strategic Development, will become Ashton's Chief Financial Officer. Fred Weingard, Ashton's Chief Technology Officer, will retain that position and his board seat. Additionally, William Uchimoto will continue as Ashton General Counsel and a member of the executive management team. Jennifer Andrews will keep her current responsibilities and will assume the title of Executive Vice President, Finance.

Mr. Warshaw said, "Ashton, under Fred Rittereiser's visionary leadership and innovation, has laid the foundation for what we believe can become a highly profitable business. We bring, in addition to needed operating capital, the critical ability as principal traders, to provide liquidity and guaranteed fills for VWAP orders for the sell-side firms." Mr. Warshaw added that Mr. Rittereiser would serve as a special advisor to the Board of Directors

Mr. Rittereiser said, "OptiMark Innovation's intellectual property, technical support, operating capital and strong Wall Street relationships were key ingredients in the strategic partnership. The combination will create a stronger, well-capitalized firm which will accelerate the implementation of a new competitive business model."



New Ashton Management Team


As part of the strategic relationship, OptiMark professionals will work with Ashton to facilitate implementation of the technology, expedite the launch of Ashton's new business and oversee the steps that the combined management believes are necessary to make the company profitable.

Mr. Warshaw has spent the last 21 years responsible for delivery of systems to major trading firms and exchanges in the US, Europe and Japan. He has been with OptiMark since November 1999 and served as Chief Technology Officer prior to becoming CEO. Before joining OptiMark, Mr. Warshaw was Chief Information Officer at Lazard Freres & Co. LLC. During his tenure at Lazard, Mr. Warshaw was responsible for systems strategy, development and operations for all of Lazard's Investment Banking, Capital Markets groups in the U.S., as well as for Lazard's Global Asset Management group. In addition, he was responsible for many firm-wide administrative functions. Prior to Lazard, Mr. Warshaw was a partner at McKinsey & Company, in their financial services practice. Mr. Warshaw has an undergraduate degree from the University of Pennsylvania and a Masters in Management from Northwestern University's Kellogg School of Management.

Mr. Price has been responsible for identifying, evaluating and building new business models that leverage OptiMark's state-of-the-art technology and patents. Prior to Optimark, Mr. Price was Chairman, CEO and Founder of SavvyJack, Inc., a business-to-business e-commerce application services provider that enabled companies to market and sell their intellectual capital. While at SavvyJack, Mr. Price was responsible for overall corporate strategy, financing, strategic business development and sales. Prior to SavvyJack, Mr. Price was Co-Founder, Co-CEO and Director of Pagoda Corporation, acquired in 2000 by Continuus Software Corporation (NASDAQ: CNSW). At Pagoda, he was responsible for sales and product development. Pagoda was spun-out of Software Services International, Inc., a global services capital firm with over 400 employees, where Mr. Price held numerous operational and management positions. Mr. Price has an undergraduate degree from the University of Pennsylvania.

Mr. Pak, OptiMark's Executive Vice President of Strategic Development, works closely with the executive management team in the areas of structuring and negotiating transactions, capital raising efforts and implementing new business models. Prior to joining OptiMark, Mr. Pak was an investment banker at Lazard Freres & Co. LLC, focused on Mergers & Acquisitions with experience in various types of transactions including cross border acquisitions, leveraged buyouts, special committee assignments and minority investments. Mr. Pak analyzed cost structures, identified potential operating synergies and advised on capitalization issues of companies in various industries. Prior to Lazard, Mr. Pak worked at Merrill Lynch & Co. in various groups including investment banking and debt capital markets in New York and London. Mr. Pak has an undergraduate degree from New York University.

Ashton will immediately commence a search for a permanent CEO and a sales and marketing executive.


The Ashton Technology Group, Inc.


Ashton is an eCommerce company that develops and operates electronic trading and intelligent matching systems for the global financial securities industry. Its focus is to develop and operate alternative trading systems, serving the needs of exchanges, institutional investors and broker-dealers in the U.S. and internationally. Its goal is to enable these market participants to trade in an electronic global trading environment that provides large order size, absolute anonymity, no market impact and lower transaction fees.


OptiMark Holdings, Inc.


OptiMark, Inc., a wholly-owned subsidiary of OptiMark Holdings Inc., is a leading provider of matching, negotiation and exchange technology. OptiMark designs and implements electronic market solutions for both public and private enterprise exchanges in the financial services industries. OptiMark's patented preference-based technology optimizes transactions for market participants based on multi-attribute matching or traditional price/quantity matching. OptiMark has successfully delivered its solutions and exchange platforms to some of the most demanding markets in the world and has worked with Nasdaq to build Super Montage, its next generation trading platform. OptiMark's investors include SOFTBANK, Dow Jones & Company and investment affiliates of AON, American Century, Goldman Sachs, Merrill Lynch and CSFB. OptiMark is headquartered in Jersey City, New Jersey. Additional information on the company is available at http://www.optimark.com.

The foregoing press release contains forward-looking statements based on current management expectations. A variety of important factors could cause results to differ materially from such statements. Factors that could cause actual results to differ from current expectations include unexpected regulatory filing issues, industry trends, and competition. These and other risks are described in greater detail in Ashton's filings with the Securities and Exchange Commission.


CONTACT: Emerald Partners
Media and Investor Relations:
Fraser P. Seitel, 201/784-8880, Fax: [phone]

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