CAPESTERS!

[herrb88]

No, OG is a good guy, he is a technical trader though and he made this known to everyone, one the chart said no, he was out. Can't blame the guy.

[Rich]

--------C-----------Y------------S-----------G--------

[Rich]

Did you get any 2s out of HESG today?

[bythepool1]

OG did sell. Do you think he would be so stupid as to hold a stock like this... I saw a post where he mentiond he freeded 30G's from a stock. I knew which one he was talking about..and he has not posted on CYSG since.. and he took a loss...If you hold any of these and hope for better days. You will go Broke. Flipping is the only way to Guarantee positive Gains..Big Boards are for Investing..{:>))

[Bill The Thrill]

He abandoned us and is on another board. If he sold, I'd remove his member mark.

[herrb88]

OG wtf man where you been? Triple bottom right now for cysg, time to bounce IMO!

[Rich]

IDGI? Have to get my little DD fingers into it!! Thanks for posting Brad!! I will definately start looking into it!!

[BradJ]

Not sure if any of you have checked out IDGI, but this is a real company like CYSG, that I like. I have been there for a while. It's a low floater, no dilution and moves on air. I believe the tradable float is around 350 million. Company has been reorganizing after former CEO basically ran it into the ground. Charts are setting up for a nice move there. CEO has also said that the website will be up on Nov. 15th: http://www.theincacollection.com/ CEO has big money connections and Inca has been prominently featured in large magazine and television venues. CYSG and IDGI are two of my favorites for longer term holds.

[BradJ]

LOL Just reading back through some of the posts here. Yeah, I think he thrives off the attention. Many of his type are like that. If people ignore him, he goes away. He enjoys being a pest and I think he has earned top recognition in that category

[ThaSpinDocta]

haha nope didnt work

[ThaSpinDocta]

lets try again so..

haha..next thing your going to be posting..

New tatto:




i was gunna post that in public but the image probably8 doesnt work and i didnt want to look like a LOSER

[unexpected]

I honestly dont know if you are messing around or just being a smart ass... didnt know we were at that stage yet.... lol

[ThaSpinDocta]

unexpected..

if i pm u mine will you show me interesting things too...

and not those naked photos youve been posting of yourself all over the internet..

[Rich]

What is a Reverse Merger with a Public Shell?

A Reverse Merger is a transaction where by the private company shareholders may gain control of a public company by merging it in with their private company. The private company shareholders receive a substantial majority of the shares of the public company (normally 85% to 90% or more) and the control of the board of directors. The transaction can be accomplished in as little as two weeks, resulting in the private company becoming a public company. The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.

Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
(See Sec Final Rule 33-8587, pdf file)

If the shell company is listed on the Bulletin board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.

If the shell company does not have a symbol, an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a Form 211 by a market maker that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ.

Advantages of Going Public Through a Reverse Merger or a Public Shell Purchase

Increased Valuation: Typically publicly traded companies enjoy substantially higher valuations than private companies.
Capital Formation: Raising capital is usually easier because of the added liquidity for the investors, and it often takes less time and expense to complete an offering.
Acquisitions: Making acquisitions with public stock is often easier and less expensive.
Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees.
Financial Planning: Public company stock is often easier to use in estate planning for the principals. Public stock can provide a long term exit strategy for the founders.
Reduced Costs: The costs are significantly less than the costs required for an initial public offering.
Reduced Time: The time frame requisite to securing public listing is considerably less than that for an IPO.
Reduced Risk: Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended.
Reduced Management Time: Traditional IPOs generally require greater attention from senior management.
Reduced Business Requirements: While an IPO requires a relatively long and stable earnings history, the lack of an earnings history does not normally keep a privately held company from completing a reverse merger.
Reduced Dilution: There is less dilution of ownership control, compared to a traditional IPO.
Reduced Underwriter Requirements: No underwriter is needed: (a significant factor to consider given the difficulty companies face in attracting an investment banking firm to commit to an offering.)

[unexpected]

Me2, can you PM me your e-mail if u dont mind... Ive got something interesting for you...

[Rich]

Mergers and Acquisitions: Doing The Deal

Start with an Offer
When the CEO and top managers of a company decide that they want to do a merger or acquisition, they start with a tender offer. The process typically begins with the acquiring company carefully and discreetly buying up shares in the target company, or building a position. Once the acquiring company starts to purchase shares in the open market, it is restricted to buying 5% of the total outstanding shares before it must file with the SEC. In the filing, the company must formally declare how many shares it owns and whether it intends to buy the company or keep the shares purely as an investment.


Working with financial advisors and investment bankers, the acquiring company will arrive at an overall price that it's willing to pay for its target in cash, shares or both. The tender offer is then frequently advertised in the business press, stating the offer price and the deadline by which the shareholders in the target company must accept (or reject) it.

The Target's Response
Once the tender offer has been made, the target company can do one of several things:

•Accept the Terms of the Offer - If the target firm's top managers and shareholders are happy with the terms of the transaction, they will go ahead with the deal.

•Attempt to Negotiate - The tender offer price may not be high enough for the target company's shareholders to accept, or the specific terms of the deal may not be attractive. In a merger, there may be much at stake for the management of the target - their jobs, in particular. If they're not satisfied with the terms laid out in the tender offer, the target's management may try to work out more agreeable terms that let them keep their jobs or, even better, send them off with a nice, big compensation package.

Not surprisingly, highly sought-after target companies that are the object of several bidders will have greater latitude for negotiation. Furthermore, managers have more negotiating power if they can show that they are crucial to the merger's future success.

•Execute a Poison Pill or Some Other Hostile Takeover Defense – A poison pill scheme can be triggered by a target company when a hostile suitor acquires a predetermined percentage of company stock. To execute its defense, the target company grants all shareholders - except the acquiring company - options to buy additional stock at a dramatic discount. This dilutes the acquiring company's share and intercepts its control of the company.

•Find a White Knight - As an alternative, the target company's management may seek out a friendlier potential acquiring company, or white knight. If a white knight is found, it will offer an equal or higher price for the shares than the hostile bidder.


http://www.investopedia.com/university/mergers/mergers3.asp

[Rich]

http://www.ustyleit.com/Merger_and_Acquisition_Templates.htm

There are basically three kinds of mergers:


pooling of interests
a consolidation
or a purchase.
The pooling of interest merger puts the two companies' assets together and combines all the accounts. The consolidation is when a new entity is formed and both the companies are bought and combined under the new entity. The purchase is when one company buys another. In the strictest sense, only when one of the companies survives as a legal entity is there a merger.

Here are some of the tax consequences of the mergers.



Pooling of Interest: stock is exchanged between two companies and one entity survives. This is a tax free merger, and if you own the company that is being merged, you will receive stock in the surviving company. That stock will have the same basis as your original purchase price, and you have no tax consequence. You simply put the new stock in your portfolio in exchange for the old stock.



Purchase: When one company buys another using cash or a debt instrument, the stock of the acquired company is sold for the agreed upon amount and triggers a taxable event. The reason companies will sometimes use this method is that there is a tax benefit to the acquiring company. They can write-up the assets they acquire to the actual value paid for the company, and the difference between the book value and that purchase value for the assets can be charged off as depreciation over several years, thereby lowering the taxes payable by the surviving entity.



Consolidation: This would be treated the same as the Purchase merger.

There are also several types of economic mergers:



Horizontal Merger: When two companies that are in direct competition in the same product lines and markets combine.



Vertical Merger: When a customer and company or when a supplier and company merge. Think of a cone supplier to an ice cream maker.



Market Extension Merger: When two companies combine that sell the same products in different markets.

Product Extension Merger: When two companies are selling different but related products in the same market.



Conglomerate Merger: When two companies have none of the above attributes get together.

The hope of every merger is that there will be a synergy making the whole of the two companies greater than the sum of the two. Sometimes it works; sometimes it doesn't.



An Acquisition of one company by another is a little different from a merger but not much. All of the above reasons for combining two companies apply, but instead of swapping stock or consolidating under a new corporate entity, one company simply buys another. Sometimes it's done in a friendly way. Sometimes it's done in a way best described as hostile. Another name for the unfriendly acquisition is a Takeover.



In an acquisition, a company can buy another company with cash, with stock, or a combination of the two. The difference between the merger purchase and an acquisition depends on whether the purchase is friendly and announced as a merger or announced as an acquisition or the purchase is unfriendly. When it's unfriendly, it's always an acquisition.

When Company A buys Company B with cash, the shareholders of Company B have a taxable event because they exchange their shares for cash. If Company A issues stock to purchase Company B, then there is an exchange of shares and there is no taxable consequence for the shareholders.

[Rich]

Keep an eye out on the CYSG board tonight for more info. Midas will post.

[ThaSpinDocta]

can you tell me how to find more info about Edwardstone their investment group??

Everytime i google it gives me a place in england or the Peak Technologies breakdown of how it was built..just wanted to see what else they did, or is it just a 'Nic' crew thing for formalities?...this is my last post to..i think

[ThaSpinDocta]

Lol its np, i just wanted a hint,

i saw sc's mispost and notified him and have been curious ever since!

just dont know which dot to connect first!!! ARRGHH the suspense

[Rich]

Lol. I know man, sry.

[ThaSpinDocta]

you're no fun :(((

[Rich]

Lol!! Just find out all the information you can about Nicholas Toms. That's all I can tell you.

[ThaSpinDocta]

hey.. very excited about cysg movement the past few days

throw me a bone about the jaw dropping info! cmon im chompin at the bit i need the right direction to search tho!

[mstep]

Much respect for standing up for what is right. I didn't know about it, or I would have done the same thing!

[Rich]

You did what? OMG! Sorry bro!!

[unexpected]

I love how im still banned cuz I felt it was necessary to tell the admin he was a moron for banning you...

no im stuck banned til halloween and you are out after 30 minutes...

i love my life....

[mstep]

Just figured it out. What the heck? I'll pm you

[mstep]

What happened...Did I miss something?

[Rich]

Oh well, it could be worse I guess.

[Bill The Thrill]

Sorry to see what happened to you, hopefully you get this board going!

[ThaSpinDocta]

Yea, the expiration date on them is 2010, so I figure that will be our year, at the very least something has to happen with them.

[Rich]

They've held them for quite some time so, they're probably itching to get rid of them.

[ThaSpinDocta]

Yep I agree with you i read the part about th ESOP too, i just had not read in detail about the possible 'dilution' from the people owning all of those shares, but I agree with you fully that something is cooking here, its just a matter of time :)....hopefully not TOO long! :P

[Rich]

All I keep thinking of is what Nic did with PEAK. There is absolutely NO bad history under his belt. IF they are diluting, it's for a reason and the shareholders may suffer right now but, remember this... ESOP. Employee Stock Ownership Program, when DNPI was acquired Nic and Hugo Biermann they formed an ESOP.

Nic didn't acquire DNPI and CYSG and form a serious corporate relationship with David Sasson, CEO of Open Terra, who wants to be bought, just to play golf with them. This is an organized, strategic, corporate plan, IMVHFO!!

BUT, don't take my word for it. It's your money.

[ThaSpinDocta]

Sweet thanks man I was reading all the mumbojumbo and i just got drawn in after a few pages of it and read about how many common shares could really come out the conversions and it startled me.

That being said i dont think that they would start exchanging preferred stock for common shares at this price, what do i know though.

2007 is a long silent period to almost 2010 though with updated SEC filings that show on the website isnt it?

Sorry thoughts keep popping in my head lol, no im rambling.. either way, im holding, just trying to get some more opinions..I wish i was more experienced/more confident flipping some of this and getting a better position but im new and i feel pretty lucky to have what i have anyway with CYSG

[Rich]

There's alot more to it than what's in my post. But in a nutshell, thats it, imo.

[Rich]

Yes, I read it. No, it didn't scurr me, lol. Let me try and explain what I see without rambling. The co. was in debt before Toms bought it. And thats why I think he bought it. He got it cheap because they were basically broke. As always, with a broke co., there are debts, risks, and fears of not being able to continue on. I see those statments in ALOT of penny filings. Check out a few in your spare time.

As far as going silent. They filed the 10-Q in Feb. of '07 so they could go silent, imo. Here's the link to that... http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5185443

They did it by the book. Doesn't look good for a stock to do that but, it happens. But, this isn't your everyday penny, now is it?

[ThaSpinDocta]

Me2...was wondering if you read this http://sec.gov/Archives/edgar/data/779681/000114420406010694/0001144204-06-010694.txt and if it scurred you a little bit or not...and if you could answer why the filings for Cape were allowed to just go silent after 2007?

Edit- Basically the Risk factors that they list :) jw your thoughts

[Rich]

I posted about this board a couple time, sorry you missed it bro. Lol. Welcome!!

[gnpiazza]

Ahhh..looky here. A place where I can go with no Midas..yesss

I am lovin these dips..keep grabin more

Go.... CYSG!!!

[Rich]

Put ZENG on watch. Rumored PRs over the next few weeks.

[Rich]

The fact of the matter is... forget about dilution, MMs, corp. plot to keep the pps down, and M&As! The foundation that this co. has, is astounding. Even if half of the distributors I have posted, are not dealing with CAPE anymore, it should not be at this level. I get a kick out of watching the posts that go on during trading hours. I see all the speculative analysis about MMs, dilution, etc.. In all honesty, We REALLY don't know what's going on. Of course, I expect feedback from that comment BUT... can you HONESTLY say that what you're speculating, is actually FACT? I'm privy to thinking the answer is, NO. I'm gonna go out on a limb here and say, even the chart is unpredictable sometimes. I can't read them as well as OG, Midas, nbear, and others here but, I think they may agree that the chart for this is beginning to be a little unpredictable. Can any chartist vouch for that? Please, let me know if I'm kinda right or just plain stupid.
This will be a penny stock that you may NEVER see again in your lifetime, IMO. It is the diamond in the rough. Just hold your shares and don't let go. We will have our day!

CYSG... Learn it, Live it, Love it. Cuz it's the best damn thing goin' today!

[Staretsky_55]

OT: Check out CPVD today if you want to see a big run - up 749% on news...

[Rich]

Anybody wanna change brokers? PM me.

[Rich]

At second glance, thats really messed up. The 52 wk low was .20 and it went to .52 and it was up 259k%?

[Rich]

COULD YOU IMAGINE!! I thought JEDM pulled a big run but, THAT! WOW!!

[mstep]

Man...wouldn't this be nice for CYSG!!!

http://finance.aol.com/quotes/china-dasheng-biotechnology/cdbte/nab

[Rich]

Merger and Acquisition Strategies are significant in order to bring success to a merger or acquisition deal.

A sound strategic planning can protect any merger from failure. The important issues that should be kept in mind at the time of developing Merger and Acquisition Strategy, are discussed in the following page.

Merger and Acquisition Strategies are extremely important in order to derive the maximum benefit out of a merger or acquisition deal. It is quite difficult to decide on the strategies of merger and acquisition , specially for those companies who are going to make a merger or acquisition deal for the first time. In this case, they take lessons from the past mergers and acquisitions that took place in the market between other companies and proved to be successful.

Through market survey and market analysis of different mergers and acquisitions, it has been found out that there are some golden rules which can be treated as the Strategies for Successful Merger or Acquisition Deal.

http://finance.mapsofworld.com/merger-acquisition/strategies.html

[Rich]

Mergers, Acquisitions, and Other Restructuring Activities

http://books.google.com/books?id=yf_dqMSTj_MC&pg=PA153&lpg=PA153&dq=best+plan+for+merger/acquisition&source=bl&ots=PBxuKnLSOT&sig=oadG0cYE_IgjWrs-S8zwTuOJKPQ&hl=en&ei=K_rXSvX1PI6xtgeWiaifBw&sa=X&oi=book_result&ct=result&resnum=8&ved=0CBsQ6AEwBw#v=onepage&q=best%20plan%20for%20merger%2Facquisition&f=false