CSG Inc. (fka CYSG)

[GatorTex]

Renee Wednesday, September 11, 2013 9:41:50 AM
Re: GonzoTrader post# 41846 Post # of 42110

Regretably, Gonzo, I haven't read all of the current info on Cape, other than being aware of the company's asset sale.

I do know that Cape transformed to a private company once the CSYG stock registration was revoked.

Shareholders' only recourse was to sue the company so that any asset sale might have been assigned (in part) by the Court to CYSG shareholders. Shareholders in part or as a whole could still get an urgent injunction to put Cape's asset sale or the proceeds of the sale on HOLD until a Court can hear shareholder arguments.

Unless CEO Toms covenants by public notice to assign some of the asset sale proceeds to CYSG shareholders I would personally get to a Court in Cape's domain jurisdiction and ask for that injunction.

Convey that to Toms.

[GatorTex]

Read Renee's post about filing an injunction to stop the transaction. If you don't choose to dissent and fight them in court over the fair value, once that transaction goes through your cash is gone.

As it's set up now, none of the asset proceeds will go to shareholders. Big shock.

[puckhead]

When the company decided to not file returns willfully allowing itself to become De-listed I assumed at that point my investment was gone.
What amazes me is how easy it is for a SCAM to be executed in this market.

There has to be some liability in just ducking fiduciary responsibilities and essentially walking away with investors cash.

Somebody somehow have any litigant muscle?

Could a class action stop the transaction ahead.....or at least delay it....maybe as long as they have been sitting on our investment.

[FKA Booger]

I sent a text the other day asking Blocker if he would clarify a couple things for me. He responded today.

Here's what he said:

Yes, the LOI I mentioned is with a separate company 'as an acquisition'. Esko was a sale of the Group's assets. It would not be a reverse merger. At this point that is all the info I can give in addition to what was in the notice to shareholders.

I had asked him earlier if I would have value in my shares greater than .0005.

Here's what he had to say about that:

The 'expectation' is yet, but not for 6-9 months.

Before anyone starts dreaming they are going to make tons of cash with Cape. Blocker's answers to my questions pretty much squash those hopes. Could Cape trade in the pennies if trading again. Yes, but highly unlikely given the value of the 'new company.' It's fun to speculate sometimes, but then reality sets in and you have to realize you'll be lucky to get a return on your initial investment. The 'new company' will not have a great value. You can almost guarantee a RS of about 11:1, which trading at .0001 would give you a value of your original investment pennies on the dollar.

If anyone wants to refute Blocker's text to me, then send me your email address and I'll gladly send you his texts from my phone so you can irrefutable proof we are all screwed.

[GatorTex]

Exactly, so IF you follow all the instructions, including sending the certificates, then they get to decide on fair market value and if you balk, you get the honor of taking them to court.

They know the % of bagholders willing to go through all of that is low, so you're encouraged to sit and wait. And then the retail shareholders will be reverse split into oblivion and get $0. All of this simply means more money for the crooks, eventually.

Penny scam 101.

[lucky, mydog]

which means you have to pull certs on a revoked company? and then send them away? oh my.

[GonzoTrader]

I thought it was that easy too, but within 20 days after you demand dissenter's rights you also have to send them the certificates for your shares and then you get the company balance sheet. They'll send your certificates back.
It can take a long time to get your money.

[daretodream]

It doesn't sound to difficult.. You send in a written request, they send you an offer... Now if you don't like the offer then yes, then your talking more time and possible lawyer/court.

[GatorTex]

Bingo. They hope you don't dissent, that's why they've made it as difficult as possible with lots of legal outs.

Then when you hold, they'll reverse split your common shares into oblivion. Voila, you get to hold the bag again.

[speycastrookie]

short version: CYSG didn't turn in audited financials and was delisted. (arguably to resist dilution by a creditor who was manipulating the markets). The company has negotiated a settlement with the major creditor and has sold all assets to pay off the creditor and some other debt. They have reported the sale to us the shareholders and are looking for the shareholders to decide if they want to stay with the company while they attempt to merge/take over another company and get relisted or dissent and have a buy out at current fair valuation.

The shareholders on this board are minority shareholders and are trying to speculate on a number of issues
1. will the company be able to realist
2. will the company gain a new product line before we all get old or they bonus the profits of the sale into their pockets
3. is the dissent the best option for each of us
4. will the predicted reverse split cause us to lose all of the value of our shares (will the new shares proportionally or better increase in value above the dissent)

I think that is the core of it.

[Thenewguy5886]

Hey All!

I bought a bunch of this stock a few years back and like the rest of you watched it plummet and die. I have been receiving emails about stock holder information but I'm having a hard time making out what it all means. I owe quite a few shares but have relativley little money invested but i see on her about people saying they are gonna hold on and wait it out. What is going on with this company? can someone put it out there without all the lawyer lingo?

Thanks,
The New Guy

[FKA Booger]

How about we bring something constructive to the board rather than try and ridicule someone that disagrees with you. Quite frankly, I haven't seen anyone in support of the company bring nothing more than fantasy to the board. If I want fantasy, then I'll go to Orlando and hang out with Mickey

[LexTrader]

That would be my question.

[daretodream]

So have you mailed your request for fair value?

[fenian32]

I agree and while the R/S will almost wipe us retail shareholders out and crystallize the losses we already have, management due to their massive unwarranted bonuses that they have given themselves have ensured that they are the ones who will benefit out of any future upside.

I see the management of this company as no better that any of the other pinkie scams out there. The out come for the retail shareholder has been no different.

[FKA Booger]

Phil Blocker specifically told me in a text they were going to 'acquire' a company and had already signed a LOI

[LexTrader]

Booger, I belive that Cape will not buy any co., rather a private co will seek to RM into Cape, after reinstatement. I also think, if there is a RS (most likely), they will reduce the AS at the same ratio, to bring the SS inline with a newly formed co. Cape will be a very attractive RM candidate, to allow a private co to move into. JMO

[FKA Booger]

I highly suspect a R/S coming. I believe they will more than likely keep the AS the same, but decrease the OS.

Here's a couple reasons why I'm thinking this. They accepted a rather large amount of shares in this Esko deal as a bonus. That is a signal to me for two things. One, they intend on trading this stock again and two, they intend for a rather large R/S.

Also, the deal with Esko was for $3.8 million. $600k of it is tied up in escrow, so that brings it to $3.2. They have to maintain a minimum balance of $1.3 million for a period of 39 months. Ribotsky is paid $350k to get rid of him. Brad Leonard is given $150k for back pay and bonuses. That leaves a balance of $1.4 million to play with. If Cape is to 'acquire' another company, then that must mean this other company is worth, at most, $1.4 million.

Working with only the facts with what we know right now, the PPS, once trading, would be very low with the current SS. Yes, it could and probably would go up, at least for a while, but then the PPS would begin to out-value the company. Such trading is only temporary as the PPS generally will fall back to actual company value. The new company could grow, yes, but that is just speculation and I'm working with just the facts right now.

Here's another question that has been rattling around in my head. After Cape acquries this new company, how will it be setup? Will Cape continue to be a 'holding company', as was before, with the new company a subsidiary, or will the new company take over Cape? Meaning, would the current BOD's resign and the officers of the new company take full charge?

The plus of this is we finally get some hint of this actually trading again. The bad news is we may never even have a chance to, in the very least, get our original investment back out of this.

[daretodream]

So who is or has sent in there request for 'Fair Value' and would you be kind enough to let us know what you receive back from them as an offer.

I do wish everyone the best on whatever decision you make.. I do feel staying is going to be the biggest return.

[LexTrader]

Correct Wardo.

[Wardo]

I would imagine that a shareholder who was among the 80% who voted for selling assets to Esko cannot turn around and dissent to that decision.

[onlytimeposting]

So my printer is out of paper and studying the document on the computer is irritating so to be honest I mainly skimmed it. I got to say this has been an interesting experience following it all the past few years.

Are the recent shares voted to company officers restricted in any way? If they were that would be a good forward-looking clue about the shell. (I did not see that they were but like I said I just skimmed it until I can print it hardcopy), or can they immediately exercise dissenter's rights with them and get paid?


Also I was wondering this. Do they have to offer everyone the same buyout price? I would assume yes but with all the talk of it becoming a private company once the delisting happened maybe the rules change compared to a public one?

[daretodream]

The link I posted bypasses the login.

[FKA Booger]

No login info to the transfer agent?

[LexTrader]

Received the packet in the mail today. Nothing different from the proxy link the other day.

[FKA Booger]

Without having to dig through old filings, does anyone remember how many shares Toms and Biermann had prior to the new bonus of shares they received recently?

[LexTrader]

ST told me they sent it out on the 9th, so it should be here NLT Mon.

[GonzoTrader]

Nice pic...I just noticed it.

[FKA Booger]

Anyone receive their packet with user name and password to log into the transfer agent website?

[daretodream]

Agreed!

[LexTrader]

OK dream, I didn't realize you had asked about the audited fins. if they have not done anything, 2-3 months is a rather short amount of time to get them completed. So I think they are already done or close to being so. imo

[daretodream]

Lex... I asked about the financials and this is what I got from Phil...

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=91957154

[Rich]

Okay, thanks Deb!

[LexTrader]

Another good question for Phil. Has Cape done any audited financials to submit to the SEC? I imagine they had to have some type of audit done for Esko to purchase the assets.
During the 3 year hiatus, doing the fins would have been a wise thing to accomplishh in the interim.

[Debbie777]

I've decided to stay too. I just needed to convince myself it's not impossible to get trading again! HA I still hate the outstanding share count, but I'm hoping the sharecount looks better after all is said and done. Honestly, I think we would be better off with a R/S if they bring in a reputable company.

Rich, I stopped paying for hub, but in regards to your question.. I didn't mean to imply Cape has two years of audited financials, I was talking about the requirement for companies to have at least two years when filing form 10.

[Debbie777]

Lucky - I thought you might be interested in this post (it fits your 5 yr window).

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=91961101

[LexTrader]

Agreed V63. Nothing ventured, nothing gained. Staying with Cape myself.

[LexTrader]

Nice find Debbie.

[V63]

I will stay, what we been through already? Might as well go all the way. I consider this all loss till I see some green, The money has been gone so long that I don't even miss it now! So why not just stay and hope for better things to come? IMO

[Debbie777]

I've been doing some research to verify that it only takes 2 yrs of audited financials when submitting Form 10 to re-register. While researching, I stumbled on a company that was revoked in 2011 and managed to get re-listed and trading again in 2012. Interestingly enough, they took the same path that it looks like we're taking. I'm walking through the timeline so you will see about how long it took to start trading after they submitted their form 10. The point is.. IT CAN BE DONE!

1. Hemiwedge Industries (HWEG) - SEC revoked due to lack of financials in February 2011

Here's a link to company announcement about delisting. Notice in this announcement, they mention by being revoked, they would only have to submit 2 yrs of audited financials instead of all years (saving the expense).

http://www.bloomberg.com/apps/news?pid=conewsstory&tkr=SHMT:US&sid=a3NaezZF9CIk

2. Hemiwedge then sold essentially all of their assets in May 2011 and changed the name of the company to HII Technologies. They retained $300k net cash at closing of the sale.

3. HII Technologies filed form 10-12G with two yrs of audited financials to re-register their securities on 9-14-11

4. SEC made comments and requested additional information on 10-11-11

5. HII submitted their updated 10-12G/A on 10-20-11

6. SEC notified the company they were done with their review on 11-2-11

7. HII started trading under a new symbol HIIT February 13, 2012

Link to OTCBB daily list announcement

Here's a link to the SEC filings and correspondence. It will give you a feel for how extensive the form 10 is and what kind of comments the SEC had.

Link to filings

[eye4money]

Probably staying.

[Rich]

Might wanna recheck that translation because it doesn't say anything remotely close to that.

[GatorTex]

Translation, "when we're finished reverse splitting this, you'll own about 2 shares."

Enjoy.

[daretodream]

Not exactly what I wanted to hear on that question but his response...

"Don't worry everything is lined up, but it will take 2-3 mths."

[Rich]

Agreed.

[mstep]

Sometimes not answering the question is an answer all to itself

[Rich]

That's pretty vague. Doesn't really answer the question.

[daretodream]

His response...

"You're ahead of the curve. We need 1-3 mths to (a) Close w/ESKO and (b) do new acquisition. "

[daretodream]

I have asked about SS waiting for a reply.

[LexTrader]

They will have to wait for relisting before a RS can be approved by FINRA, but this could be a condition of the LOI. I don't contact Blocker, as there are enough already in communications with him.