Bonds.com Group, Inc. (fka BDCG)

[snowcloud]

Yeah, we shall see...

[J T]

been seeing a lot of them that say certificates lately. HBDY, MXSV, and IRUA. just gonna have to wait and see how they play out.

[snowcloud]

This might be the way all roundups will be treated in the future. :(

[J T]

that is how I read it

[snowcloud]

Yeah, they've probably got us by the you know what. :(

[snowcloud]

Are they saying that we would have had to hold the actual certificates BEFORE receiving the letter of transmittal from the TA? When I called the TA yesterday the woman I spoke with asked me if I held my shares in street neame and I said yes. She didn't seem to know what was going on and had to ask someone else in the office.

[J T]

you aren't gonna recieve a "letter of transmital" unless you got a cert in your name, and are on TA's list of shareholders. IMO

[snowcloud]

I didn't receive a letter and I bought my shares on the record date, November 19. Anybody receive a letter?

[J T]

missed this the first time around, from def-14c

EXCHANGE OF STOCK CERTIFICATES


If the Board elects to effectuate the Reverse Split, each stockholder will be entitled to submit his or her old stock certificate (any certificate issued prior to the effective date of the Reverse Split), to our transfer agent, Corporate Stock Transfer, Inc., a Colorado corporation, 3200 Cherry Creek Drive South, Suite 430, Denver Colorado 80209, and be issued in exchange therefor, one new certificate representing one share for each 29.1069351 shares (assuming a 1-for-29.1069351 Reverse Split) reflected in the old certificates, rounded down to the nearest share.

As of the Record Date, there were approximately 88 holders of record of our common stock.

On or after the effective date of the Reverse Split, our transfer agent will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing its post-reverse split shares by sending the transfer agent its old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the shares as we may require. Stockholders will not receive certificates for post-reverse-split shares unless and until their old certificates are surrendered. Stockholders should not forward their certificates to the transfer agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. The transfer agent will send each stockholder’s new stock certificate promptly after receipt of that stockholder’s properly completed letter of transmittal and old stock certificate(s).

Stockholders will not have to pay any service charges in connection with the exchange of their certificates

[snowcloud]

Last week after Interactive Brokers told me essentially the same thing and that the answer was final, I contacted IB and told them that this action seems illegal to me. The 14c said nothing about "firm level," only that qualifying "stockholders" would get the special treatment. Today, IB told me that they are contacting the company directly to investigate further and that other IB clients are in the same boat as me. Fingers are crossed.

[today32]

I contacted the TA and they assured me that the roundup share provision will be honored and that everything had already been transfered to the DTC. She asked me to have Schwab contact the DTC, which I have done.

We'll see what happens next...

[today32]

I received this today from Schwab. Sounds like those of us who are waiting on our additional 97 shares due to us will need to raise a stink to get them.

--------------------------------------------
Our Corporate Actions group contacted the Transfer Agent for IPORussian INC (IRUA) as you requested.

The Agent is not rounding at the beneficial holder holder level, and they will not be doing an additional round up. If you'd like to look into this further, please contact the Transfer Agent directly.

Corporate Stock Transfer Inc
3200 Cherry Creek So Dr
Suite 430
Denver, CO 80209
1-303-282-4800
1-303-777-7363 Fax

[sidedraft]

Kind of like being in a state of limbo, Zecco shows IPORXZ, but I got the information on the vote in the mail.

[$hellKing]

Got some proxy stuff in the mail today from ameritrade from IPOR. Man hope we get our 100. Not many as usual played this one.imo

[today32]

Ahhh... GREAT point JT, I think you hit the nail on the head.

Thanks!

[J T]

ah, ok, sounds like they cashed out the partial 100 / 29.1 = 3.43. they prolly cashed out the .43

[today32]

Strange thing is that I still have my 3 IRUA shares on my portfolio. The cashout was $.044.

[J T]

strange that they would cash out whole shares, asuming you should have 3 IRUA after the rs.

[today32]

Schwab cashed out my 100 IPOR shares instead of submitting them for the roundup. I suppose IPOR is trying to renig on the roundup now, so we'll have to submit all of the proper documentation to get it worked out.

[53chevy]

irua (1.01) Bonds.com Group, Inc. Completes $4.35 Million Private Placement and Merges into Public Shell

Friday, December 21 2007 6:42 PM, EST Business Wire "US Press Releases "
BOCA RATON, Fla.--(BUSINESS WIRE)--
Bonds.com Holdings, Inc. ("Bonds.com" or the "Company"), provider of pioneer comprehensive zero subscription fee online platforms in the fixed income marketplace, announced today it completed a reverse merger with IPORUSSIA, Inc. ("IPORUSSIA"), a publicly traded shell company (OTCBB: IRUA).
On November 2, 2007 , Bonds.com completed a private placement of common stock and warrants to certain accredited institutional investors and other high net worth individuals for gross proceeds of $4.35 million . As part of the private placement, Bonds.com issued a total of 1,314,135 shares of Bonds.com common stock at a per share issuance price of $3.31 , along with five-year warrants to purchase an additional 657,111 shares of common stock, exercisable at $4.14 per share.
At the closing of the reverse merger, IPORUSSIA issued to Bonds.com's stockholders 57,542,704 shares of IPORUSSIA common stock, representing approximately 94.4% of the post closing outstanding shares of IPORUSSIA, in exchange for all of Bonds.com's outstanding ordinary shares. Additionally, IPORUSSIA issued warrants to purchase 4,942,264 shares of IPORUSSIA common stock, exercisable at $0.66 per share, in exchange for existing warrants to purchase ordinary shares of Bonds.com. Bonds.com expects to have approximately 60,932,551 shares of common stock outstanding and approximately 67,767,627 shares outstanding on a fully diluted basis.
Keating Securities, LLC acted as exclusive placement agent to Bonds.com in the private placement offering, and Keating Investments, LLC acted as sole financial advisor to IPORUSSIA in the reverse merger. Feldman Weinstein & Smith LLP and David M. Becker of Rele & Becker, LLC acted as legal counsel for the reverse merger.
Shortly after the closing of the reverse merger, IPORUSSIA changed its corporate name to Bonds.com Group, Inc.
"We are extremely pleased with this transaction and very optimistic about our Company's future. The infusion of capital will provide Bonds.com the ability to expand the scale of our already robust inventory and product line and launch a dynamic, multi-media marketing campaign to create maximum fixed income investor awareness," stated John J. Barry, Bonds.com President and CEO. Mr. Barry further stated, "We expect the online trading platform, combined with the tremendous brand value of the domain name www.bonds.com, to help Bonds.com immediately become a leader in the fixed income marketplace."
About Bonds.com Group, Inc.
Bonds.com Group, Inc. (www.bondsfinancial.com) serves institutional and self-directed individual investors by providing a comprehensive zero subscription fee online platform, inventory from a wide selection of competing sources, a user-friendly platform and robust educational materials. With unmatched marketability of the domain name www.bonds.com, commitment to key advertising initiatives and a team of experienced account managers, Bonds.com is poised to redefine the $26.0 trillion fixed income marketplace.
About the Keating Companies
Founded in 1997, Keating Investments, LLC (www.keatinginvestments.com) is the parent company of Keating Securities, LLC , a Denver -based broker-dealer and FINRA member that provides a turnkey solution to private companies going public via reverse merger. After Market Support, LLC is a wholly owned subsidiary of Keating Investments, LLC that provides investor financial marketing services to public companies that have gone public via reverse merger or other alternatives to an IPO.

[bullcents]

4.35 mil private placement and shares exercisable at $4.35


OH HOLY SNAP lol w00t

[bullcents]

yep...told you so. lol jk guys

[Zardiw]

I bought 99 and now I have 3.........et z

[trade2one]

Thanks JT, that makes sense. Have a great day!

[J T]

first thing that happens in these "RS - ROUNDUPS" is you get reversed. sounds like you prolly had around 150 shares divided by 29.1 = 5 shares. now you wait for the round up to 100. takes a while. weeks.

[trade2one]

Hi All, great job with this board. I have a question hopefully someone can assist with: I purchased my shares in Oct. found out about the R/S and sold down to a little over 100 shares. I checked my etrade account today and now have a total of 5 shares. If I understood the requirements, I have met the ownership date requirements and should have been rounded to 100 shares. I sent etrade an email asking wth. Is this an etrade, TA or something I have to resolve with the company directly? Or did I get scrwed Thanks in advance for any assistance you can provide.
Wishing everyone a Merry X-mas.

[53chevy]

Yes, and that 12/19 reference to me implies you would qualify......the proverbial "only time will tell"

[bilgert]

"Since the record date is not specified, I assume that record date and ex-date (tomorrow) are the same."

That's what I'm hoping for (or presuming), but you know, I'm not out a whole lot if it's not the case. If it is the case- well I'll have a nice surprise then...

It would seem that it's unfair for shareholders who bought after 11/19 not to get the special treatment. But in their defense- they were pretty explicit about the conditions.

I'll need to re-read it, but I think the non-reverse splitting of 99 shares or less is also part of the special conditions section and would also be invoked (or not invoked) in the same manner as the special round up.

It's not written all that clearly, so therein lies the confusion.

Now here's the real question- why a screwball ratio of 1-for-29.1069351? Why not make it 29 or 30?

[ottoman]

iinteresting thing is, what happens to someone who bought 101 shares after November 19?

If I bought 99 shares today, I should get 99 shares of IRUA post split.

HOWEVER,

If I bought 101 shares of IPOR on November 20th, I would get reversed down to nothing?????

doesn't seem to be fair or make sense, but interesting to see what happens.

Accordingly, stockholders holding less than 2910 shares but at least 100 shares as of November 19, 2007, and who continue to hold such shares as of the record date of the reverse split, will receive 100 shares of common stock after the reverse split. STOCKHOLDERS PURCHASING LESS THAN 2910 SHARES BUT AT LEAST 100 SHARES AFTER NOVEMBER 19, 2007, AND WHO CONTINUE TO HOLD SUCH SHARES AS OF THE RECORD DATE OF THE REVERSE SPLIT, SHALL NOT BE AFFORDED SPECIAL TREATEMENT."

So if you are "not afforded special treatment", that must mean 101 presplit shares (bought after Nov 19) would be reversed to nothing, but 99 shares (bought after Nov 19) remains the same???

screwy

[ottoman]

well, apparently those shareholders who own 99 or less shares, (I'm guessing even people who bought after November 19) will not be affected by the r/s

so 99 shares of IPOR pre-split, should turn out to be 99 shares of IRUA post split


--from the def14c..

" The reverse split will not affect the common stock held by stockholders holding less than 100 shares as of the record date of the reverse split."

Since the record date is not specified, I assume that record date and ex-date (tomorrow) are the same.

and here:

"Because the shares of common stock held by stockholders holding 99 or fewer shares of common stock will not be affected by the reverse split, and because stockholders holding 2910 or fewer shares of common stock but at least 100 shares of common stock as of November 19, 2007 and as of the record date of the reverse split will receive 100 shares of common stock after the reverse split, the reverse split will not increase the number of stockholders who own "odd lots" of less than 100 shares of common stock."

[bilgert]

Yeah it will be interesting; you make a good point regarding street name. That would definitely muddy the waters a bit. I tried to look back at prior r/ses/round ups to see if there was ever a precedent for such strong restrictive language and didn't seem to find a prior example.

As I said previously, I bought after the reported cut off date in the DEF-14, so I won't complain if I don't receive my shares- but it was worth a gamble so I bought 101 shares in a couple accounts.

Interesting that the daily list has no r/s round-up verbiage though.... Also interesting that the ex-divvy date is reported as 12/19 and not 11/19.

[53chevy]

IPOR to be IRUA as of tomorrow.


http://www.otcbb.com/asp/dividend.asp?sym_id=IPOR&dDate=12/19/2007&sDateType=ex_date

[53chevy]

It will be interesting how they will guage that, as I imagine most shares are in street name.

[ottoman]

Normally yes, the ex-date is all that matters, but go back and read the pre14c and def14c,

Accordingly, stockholders holding less than 2910 shares but at least 100 shares as of November 19, 2007, and who continue to hold such shares as of the record date of the reverse split, will receive 100 shares of common stock after the reverse split. STOCKHOLDERS PURCHASING LESS THAN 2910 SHARES BUT AT LEAST 100 SHARES AFTER NOVEMBER 19, 2007, AND WHO CONTINUE TO HOLD SUCH SHARES AS OF THE RECORD DATE OF THE REVERSE SPLIT, SHALL NOT BE AFFORDED SPECIAL TREATEMENT.

[53chevy]

EX-DATE is what matters. November 19 was the deadline used for which shareholders received notification. I received my copy of the 124C in the mail today, having bought in long ago.

[ottoman]

I wonder if they will hold strictly to November 19, as the cut-off date for the 100-share round-up special treatment........or if the ex-date is the only thing that matters.

I bought some on Nov 19, just to be sure.....

TO DA MOON IPOR!

[bullcents]

yup...read that last night. REDZ is a similar one...

[53chevy]

Looks like the stipulated RS will occur next week on December 18th. Here's the meat of the filing, with the RS update highlighted:

"On or about December 21, 2007, we intend to enter into the Merger Agreement with Bonds.com Holdings, the terms of which provide for a change in control of the Company (which we refer to above and throughout this Information Statement as the “Merger”) and to also consummate the Merger. Pursuant to the proposed terms of the Merger Agreement with Bonds.com Holdings, among other things, our wholly-owned subsidiary, Bonds.com Holdings Acquisition, Inc. would be merged with and into Bonds.com Holdings, with Bonds.com Holdings becoming our wholly-owned subsidiary thereafter. Additionally, the securityholders of Bonds.com Holdings collectively would exchange their (i) shares of common stock of Bonds.com Holdings, par value $0.0001 per share (the “Bonds.com Holdings Common Stock”), for shares of our Common Stock; (ii) options to purchase shares of Bonds.com Holdings Common Stock (each a “Bonds.com Holdings Option”) for similar options to purchase shares of our Common Stock and (iii) warrants to purchase shares of Bonds.com Holdings Common Stock (each a “Bonds.com Holdings Warrant”) for similar warrants to purchase shares of our Common Stock. Assuming that there are no Dissenting Stockholders, the existing securityholders of Bonds.com Holdings would own shares of our Common Stock and options or warrants to purchase shares of our Common Stock, collectively constituting approximately 95% of our issued and outstanding capital stock (assuming the exercise of all outstanding options and warrants) immediately after the consummation of the Merger. Unless otherwise provided herein, all share information provided in this Information Statement reflects a 1 for 29.1069351 reverse split of our shares of Common Stock which is expected to be completed on or around December 18, 2007 (the “Reverse Split”).

More specifically, upon the consummation of the Merger:

> in exchange for each share of Bonds.com Holdings Common Stock outstanding as of immediately prior to the consummation of the Merger we will issue to such Bonds.com Holdings’ stockholders (other than any Dissenting Stockholders) 6.2676504 shares of our Common Stock, for an aggregate of 57,542,704 shares of our Common Stock;

> in exchange for each Bonds.com Holdings Option outstanding as of immediately prior to the consummation of the Merger we will issue to such Bonds.com Holdings Option holders an option to purchase 6.2676504 shares of our Common Stock, for options exercisable for an aggregate of 1,890,406 shares of our Common Stock, at a per share exercise price equal to the exercise price applicable to each such Bonds.com Holdings Option divided by 6.2676504, and upon such other terms and conditions provided with respect to such Bonds.com Holdings Option; and

> in exchange for each Bonds.com Holdings Warrant outstanding as of immediately prior to the consummation of the Merger we will issue to such Bonds.com Holdings Warrant holders a warrant to purchase 6.2676504 shares of our Common Stock, for warrants exercisable for an aggregate of 4,942,264 shares of our Common Stock, at a per share exercise price equal to the exercise price applicable to each such Bonds.com Holdings Warrant divided by 6.2676504, and upon such other terms and conditions provided with respect to such Bonds.com Holdings Warrant.

As a requirement of the Merger, immediately after the consummation thereof, our Board of Directors would consist of our current director and the four members of the Board of Directors of Bonds.com Holdings immediately prior to the consummation of the Merger; provided, however, that if the closing of the Merger shall occur less than ten days after the later of the date of (i) the filing of this Information Statement with the SEC or (ii) the mailing of this Information Statement to our stockholders, then only one of the four directors of Bonds.com Holdings would be appointed as a director immediately after the consummation of the Merger and the other three directors would not be appointed until the applicable ten-day period has expired. The addition of Bonds.com Holdings’ four directors to our Board of Directors would result in a change in a majority of our Board.

Upon the consummation of the Merger, we would experience a change in control, will cease being a shell company and Bonds.com Holdings would become our wholly-owned subsidiary. Shortly after the Merger, Bonds.com Holdings would be merged with and into the Company with the Company being the surviving corporation and we would change our name to Bonds.com Holdings, Inc. in connection with such merger.

VOTING SECURITIES

As of December 11, 2007, we had 98,428,703 shares of Common Stock (without giving effect to the prospective Reverse Split) and no shares of any other voting or non-voting class or series of capital stock issued and outstanding. Each share of Common Stock is entitled to one vote."

[bullcents]

NEW Form SC 14F1 filed....

Bonds.com Holdings, Inc. coming our way....=)

[bullcents]

how about just keep the ones you have.

According to the last filing, it looks like that if you have 99 shares, you'll end up with 4 after the R/S because you're buying after the cut-off date of 11/19 and you will not be afforded any special treatment. Likewise for 100 and 101.

[$hellKing]

So whats the final word here. 99, 100, 101. Heard way to many ideas. Might be better to get 99 b/c that will round up faster? Or to always be safe get 101. That little clause that has no bearing just seems to be a confusing wrench but suppose we are to just ignore it and get our normal way 101.

[bullcents]

so, is anybody going to the stockholders meeting tomorrow?? lol

[bilgert]

FYI- I decided to take a small risk on the IPOR r/s and bought 101 shares in a couple accounts. I had to leave for the day, so I set my buy price at the ask price at opening bell (0.095). Oddly enough, all four of my orders filled at .085. That's never happened to me before...

If I see it on the daily list, I might get shares in my other remaining account with higher transaction fees. Right now, I'm only out about $90- incluuding transaction fees. I can live with that

[duncanidaho]

Ex-div date on OTCBB.com should be final.

I believe the OTC has the shares or cash in hand BEFORE any

Ex-div date is set. This includes reverse splits, spin offs.

So if we see a solid Ex-div, the OTC has the goodies and will

send them out to the brokers. Its too late then for the CEO

to try to rip us off.


This may not apply to pinks.

For the SKYI -> BSMP reverse split.

http://www.otcbb.com/asp/dailylist_detail.asp?mkt_ctg=NON-OTCBB&d=08/09/2007

This was supposed to be a "special treatment" play where we get

a bunch of free shares. I never got any shares, but one guy got a partial of his shares from etrade.

However, for SKYI, no ex-div date was ever given. The OTC never got the split shares or instructions and so it was up to
the company and its TA to get your shares. Pinks are scammers
and so they failed. TDA was never able to get my shares in
BSMP.

Regular OTCBB stox should be fine with an Ex-div date. Not a
worry.


I have 100 shares IPOR in all accounts. I will still have 100 shares after the 29 reverse split. Bot on the 19th. You guys have bad
math or cant read. I will get 2800 free shares in all accounts of IPOR today. Not worth a lot but is free.

[TEX]

I do... and many other traders, too.

yes, pinks sometimes just flat out renege. Occassionally, the SEC doesn't enforce its own rules.

But most often ex-date rules. There's *no doubt* it should rule, but in maybe five cases I'm aware of, sumpin happened to screw Joe Retail. In hundreds, thousnds of other "legit" transactions? ex-date is the law of the land...

[TEX]

ex-date, bull

admittedly, this is a *bit* of a grey area, cuz we have seen companies get away with chit they're not supposed to be able to do. But it's few and far between...

Basically, the company sets its record date and pay date, then sends it off to FINRA (the former NASD, who controls OTCBB.com, which publishes the Dailylist). Once there, FINRA sets the ex-date for splits: cash, common stock (r/s and f/s), AND restricted stock.

Commonly, restricted stock "divvies" get no ex-date.

But the rest do, and in that case, the ex-date rules: record date is only "bookeeping."

Divvies are paid out according to "due bills" that are attached to the shares. Before the ex-date, due bills are attached. If you sell before the ex-date, you also relenquish your due bills. If you sell on or after the ex-date, you keep the due bills and relenquish the stock.

Companies and brokerage offices and TAs get this mixed up alla time.

Again, I refer to SWNE/MCII for an example...

[bullcents]

hmmmm i dunno guys.

[jmac]

"The reverse split will not affect the common stock held by stockholders holding less than 100 shares as of the record date of the reverse split."



You left this part out.

[bullcents]

"STOCKHOLDERS PURCHASING LESS THAN 2910 SHARES BUT AT LEAST 100 SHARES AFTER NOVEMBER 19, 2007, AND WHO CONTINUE TO HOLD SUCH SHARES AS OF THE RECORD DATE OF THE REVERSE SPLIT, SHALL NOT BE AFFORDED SPECIAL TREATEMENT."

Anybody else see what I mean? If you buy now, you wont get special treatment, i.e. if you buy 99 shares tomorrow, you'll recieve about 4 shares after the r/s because you bought in after 11/19/07.

What are y'all thinkin?

[TEX]

bilgert,

that's not the fly in the ointment, to me... As we both know, any of these things can go askew... For one thing, I was *not* playing this as a round-up when I bought in, some weeks back...so if they call it off, I'll simply re-establish my position. No reason to hold more than 101, for me...

What gives me pause is *somebody* seems not to understand the ex-date; related to what you're saying, *if* there's an ex-date, that rules. I realize the Keatings' reputation with shells, but they can't "backdate"...remember SWNE/MCII.

Now, as we also know, pinks can just flat out renege...

Doubt that would happen, here, though, as they're trying for "respectability."

Still, might be enlightening when/if the ex-date curtain falls...