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let us know if we can help. Exposing this fraud will benefit us traders
That's what appears to be happening so say the lawsuits. We know one of the investors in the funds is a person who was sued for stock fraud in connection with an alleged scheme to interfere with a merger.
I intend to identify all of the fund members I can, and research their activities.
Not gonna hog up your board here, thanks for your help all. Hope to run into you down the road.
If you want to drag this scenario out and think sneaky, the lendor probably wants the company to default, so that they can get their hands on some shares.
And I'm sure the lendors are calling a few off shore "friends" to short it down for them, so that they get even more shares.
Miserable, ruthless sidewinders!
Exactly, but most default and pay out shares.
there ya go...
Well that makes sense. So the only way these convertibles aren't damaging to the PPS is if the payments are made in cash by the company.
Alot of convertible notes are like this in English. We'll loan you $100,000 at 8 percent interest. You pay it back in one year. If you default, you pay us shares as we request, but we want them at 50% or 25% of the lowest trade over the last five sessions.
So, if the shares trade between $.01 and .05, they use .01 as the base, then they pay half or a quarter, so .005 or .0025 for the shares that could be sold between .01 and .05.
So they normally only convert what they're owed in interest -- that way, they are always owed shares forever and ever and ever, but they still make about $25,000 to $100,000 on the convertible note per year.
That's the deal. It's also why the price of these securities fall, because they don't hold. They just dump them at the bid.
Thanks Tex
jw, what you should be looking for is "convertibles". ...look at this actual example.
...the discount on all outstanding convertable notes in favor of the NIR Affiliates to be reset at a 58.5% discount to the market except for the notes that are currently outstanding with a 60% discount.
So that means NIR group will get a 58.5 & 60% discount on the share price when they convert their notes to shares.
Can you figure that?
Of course...
Can *I* figure it, right now? lol... heck, no.
For one thing, warrants bring up a whole new issue.
Anyway, we gotta stay on-topic, here
Good thread, gonna get better imo
Let's take this one for example:
· On August 31, 2005, the Company sold $1,300,000 of notes and issued five-year warrants to purchase 203,124 shares of its common stock at an exercise price of $4.50 per share (the "First Installment"). The Company received net cash proceeds of $1,165,334 after the payment of transaction costs of $100,000 and prepaid interest of $34,666. The transaction costs were capitalized and are being expensed over the three year term of the notes. The prepaid interest represented four months of interest on the notes and was amortized to interest expense accordingly
Is there any calculation I can make as a prospective buyer of common stock, as to when this will stop effecting the share price? Do I just guess and say 'Well it's been over two years now, this should not be an issue?" I can't really calculate it out using average volume, because I don't know when they were selling their shares.
Or are their key dates, like date of the transaction, that may help decide this?
Also what is execrise price?
no...
as the "lendor" I don't have to wait beyond legal, specified terms...
and your $1.25 is more like my .40 cents, if you catch my drift.
I may not have the "math" right...but the principle is it's a fraction of current pps, usually based on x-amount of previous days' trading...
can't say its "automatic," but mostly toxic financing lives it to its name.
That Seaway (sp?) play seems to the best current play keeping them at bay, imo.
Others here can answer better.
Me, personally? No, I have never seen it work it OK.
Thanks Tex. So the big question is, if you give me $5000 you can wait to convert your shares until the price is low enough for you to pick up alot of shares right?
Let's say my shares are worth $1.25 but I sell them to you for a dollar, do you want to sell right away and just pick up your 5000 shares? Or do you wait until it drops to a dime, and convert into 50,000 shares?
Is the debinture "system" automatically bad for the PPS? Or is there a way that it works out ok for shareholders?
Because as I look through the filings, there are alot of companies that have these debentures.
Heyyy...JW
good to see you out and about!
Basically, debenture equals debt.
Remember from "American History 101" about debentured slaves?
errrr, workers, I mean...
Convertible translates to exactly that..."converting" money/dollars/debt into stock...at a steeply reduced rate from the market price.
Bottom line? once you make a Faustian bargain like this, they got you coming and going...
They're converting at a discount, so they can profit mightily into a run.
Then, they're big enough, off-shore enough, to short you coming down...
Ok I am going to stand up and admit that I have had trouble for a while trying to understand exactly what convertibles are. I understand that it's money for shares right?
Can someone give me a laymans definition of how these things work? You could PM me if you feel it's off topic.
Looks like you got it rolling...
some nice DD here, congrats!
RGBL RG Global Lifestyles Litigation Documents
2006 Convertible Note
http://clerkofcourt.info/RGBL/2006-05-31.Convertible_Note.pdf
The "Prenote" and Term Sheet -- very important to read
http://clerkofcourt.info/RGBL/2006-05-31.Note_and_Term_Sheet.pdf
Ribotsky's motion to send the case back to state court
http://clerkofcourt.info/RGBL/2007-03-23.AJW_motion_to_remand.pdf
Ribotsky's memorandum in support
http://clerkofcourt.info/RGBL/2007-03-23.Memorandum_of_Law.pdf
Declaration of Owen Naccarato, an investor in the funds.
http://clerkofcourt.info/RGBL/2007-03-23.Owen_Naccarato_Declaration.pdf
Ribotsky Declaration and a copy of the check the investor sent him with the amounts redacted
http://clerkofcourt.info/RGBL/2007-03-23.Ribotsky_declaration_and_investor_check.pdf
RGBL's opposition to remand motion
http://clerkofcourt.info/RGBL/2007-04-20.Opposition_to_remand.pdf
Declaration of Ribotsky's legal counsel
http://clerkofcourt.info/RGBL/2007-04-30.Declaration_of_Jack_Kint.pdf
Ribotsky's reply memorandum
http://clerkofcourt.info/RGBL/2007-04-30.Reply_memo_in_re_remand.pdf
Another declaration from the investor
http://clerkofcourt.info/RGBL/2007-04-30.Second_Naccarato_Declaration.pdf
Decision of the court holding it is a state court matter
http://clerkofcourt.info/RGBL/2007-06-06.Order_Remanding_Case.pdf
Cyberlux CYBL Litigation Documents and Convertible Notes
Cyberlux v. Ribotsky, 07cv7808 (SDNY)
Cyberlux's Complaint against Corey Ribotsky, AJW, and NIR
http://clerkofcourt.info/CYBL/2007-09-06.Complaint_1.pdf
Declaration of Gary Post
http://clerkofcourt.info/CYBL/2007-09-01.Gary_Post_Declaration.pdf
Memorandum by Ribotsky seeking dismissal of certain counts
http://clerkofcourt.info/CYBL/2007-09-21.NIR_Memorandum_in_support_dismiss.pdf
Declaration of Corey Ribotsky and an actual copy of a subscription agreement for the funds
http://clerkofcourt.info/CYBL/2007-09-21.Ribotsky_Declaration_and_Subscription_Agreement.pdf
Cyberlux's response to what they perceived as a counterclaim
http://clerkofcourt.info/CYBL/2007-10-18.Cyberlux_response_to_improperly_plead_counterclaim.pdf
Cyberlux's motion to consolidate
http://clerkofcourt.info/CYBL/2007-10-23.Cross_Motion_to_Consolidate.pdf
Cyberlux's opposition to the motion to dismiss
http://clerkofcourt.info/CYBL/2007-10-23.Cyberlux_Opposition_Motion_to_Dismiss.pdf
Order of Court denying letter motion to grant motion to dismiss by "default" (of course, there's no such thing)
http://clerkofcourt.info/CYBL/2007-10-24.Order_denying_letter_motion_for_default_re_dismissal.pdf
CONVERTIBLE NOTES (Exhibits to the Complaint)
http://clerkofcourt.info/CYBL/2004-09-23.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2005-04-22.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2005-10-24.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2005-12-28.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2006-03-27.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2006-09-26.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2007-04-18.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2007-05-01.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2007-06-20.Convertible_note.pdf
http://clerkofcourt.info/CYBL/2007-07-13.Convertible_note.pdf
we forgive you!
To my audience of 23, I failed in getting the Cyberlux docs available. The guy with the server put them up but didn't give me the links yet.
We'll have another company tomorrow as well with the lawsuit docs.
All Cyberlux court documents will be available tomorrow evening.
I put a few articles in the i-box. It's just the beginning.
We have a new survey suggested by one of the members. Make sure you take it! .
Looks like Corey is the "CONTROL PERSON" here!
should be insider trading?????
(CYDF)On July 31, 2007, Cyber Defense Systems, Inc. ("the Company") entered into two agreements with AJW Partners, LLC (“AJWP”), AJW Qualified Partners (“AJWQ”), AJW Offshore Ltd. (“AJWO”) and New Millennium Capital Partners II, LLC (“NMCP”), AJWP, AJWQ. AJWO and NMCP are collectively referred to as the “NIR Affiliates”. The Agreements provide that the NIR Affiliates agree to subordinate in the event that the Company through its wholly-owned LLC (Airship Leasing, LLC) obtains funding from other contemplated sources. The NIR Affiliates hold a security interest in all of the assets of the Company. The agreements with the NIR Affiliates also provide that all current defaults of the Company to the NIR Affiliates are cured. In exchange for the cure and the subordination, the Company amended the discount on all outstanding notes in favor of the NIR Affiliates to be reset at a 58.5% discount to the market except for the notes that are currently outstanding with a 60% discount.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2007, Mr. James Alman resigned from his position as President of the Company. Mr. Alman’s resignation letter did not reference a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies, and practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are included as an exhibit to the Form 8-K.
Exhibit
Number
Description
99.1
Subordination Agreement dated July 31, 2007
99.2
Letter Agreement dated July 31, 2007
99.3
Resignation Letter of James Alman dated August 6, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 10, 2007
CYBER DEFENSE SYSTEMS, INC.
By: /s/ Billy Robinson
Name: Billy Robinson
Title: Chief Executive Officer
Subordination Agreement
THIS SUBORDINATION AGREEMENT (“Agreement”) is entered into on this 31 st day of July, 2007, by and between Cyber Defense Designees, (Ayuda Funding LLC, (“Ayuda”, “Goldleaf Financial Solutions, Inc.” “Goldleaf”, Acorn Capital Group, LLC”, “Acorn”, Bibby Financial Services (Southwest), Inc., “Bibby”, Spirit Bank an Oklahoma banking corporation, (“SpiritBank”), Tracy Kelly, (“Kelly Loan”), et.al.), (“Designees”) and AJW PARTNERS, LLC , AJW QUALIFIED PARTNERS, LLC, AJW OFFSHORE, LTD, NEW MILLENNIUM CAPITAL PARTNERS II, LLC, (collectively “ NIR Affiliates”).
WHEREAS, Cyber Defense Systems, Inc., a Florida corporation (hereinafter “CDS”) is currently indebted to NIR Affiliates pursuant to the terms of those certain Callable Secured Convertible Note(s) signed by CDS on various dates up to and including on or about May 8, 2007.
WHEREAS, NIR Affiliates has a security interest in and to the assets of CDS.
WHEREAS, Airship Leasing Co., LLC, has requested a loan in the principal amount of Eight Hundred Fifty Thousand and No/100ths Dollars ($850,000.00) from SpiritBank for certain commercial purposes (hereinafter “Spirit Loan”).
WHEREAS, Airship Leasing Co., LLC, has requested a loan in the amount of Three Hundred and Fifty Thousand and No/100ths Dollars ($350,000.00) from Tracy Kelly, an individual, for the purpose of partially securing the Spirit Loan (hereinafter “Kelly Loan”).
WHEREAS, Airship Leasing Co., LLC, has requested a loan in the principal amount of Three Hundred and Seventy-Five Thousand ($375,000) from Ayuda for certain commercial purposes (hereinafter “Loans”).
WHEREAS, CDS owns a majority interest in Airship Leasing Co., LLC, and currently serves as the Managing Member. CDS represents that the Spirit Loan, Kelly Loan and Ayuda laons directly benefit Airship Leasing Co., LLC and CDS.
WHEREAS, SpiritBank, Kelly and Ayuda are unwilling to extend said loans to Airship Leasing Co., LLC, without NIR Affiliates agreement to subordinate its security interest.
WHEREAS, Airship Leasing Co., LLC, has requested additional operating capital in the form of short term loans, line of credit, invoice and purchase order financing from Designees and or Spirit Bank.
WHEREAS, CDS owns a majority interest in Airship Leasing Co., LLC, and currently serves as the Managing Member. CDS represents that SpiritBank, Tracy Kelly and Ayuda and the Designees directly benefit Airship Leasing Co., LLC and CDS.
WHEREAS, SpiritBank, Tracy Kelly, Ayuda and or Designees are unwilling to extend said loans to Airship Leasing Co., LLC, without NIR Affiliates agreement to subordinate its security interest.
NOW THEREFORE, the Parties to this Agreement agree as follows:
1. NIR Affiliates acknowledges and consents to the Spirit Loan, Kelly Loan and Auyda and further acknowledges and consents to SpiritBank, Kelly, Ayuda and or Designees receiving a security interest in and to all presently owned and after acquired assets of Airship Leasing Co., LLC.
2. NIR Affiliates consent and agree to subordinate its security interest in and to CDS’s ownership of Airship Leasing Co., LLC. in favor of SpiritBank, Tracy Kelly, Ayuda and or Designees. Furthermore, NIR Affiliates consent and agree to subordinate its security interest in and to Airship Leasing Co., LLC, and the assets of Airship Leasing Co., LLC, in favor of SpiritBank, Tracy Kelly, Ayuda and or Designees.
3.
This Agreement shall be governed by the laws of the State of Oklahoma.
Dated this ___ day of July, 2007.
By: /s/ Corey Ribotsky
Corey Ribotsky, Managing Partner of NIR Affiliates
By: ______________________________________________
Albert Kelly, President and CEO
By: _______________________________________________
Manny Bello, CEO Auyda Funding, LLC
By: /s/ William C. Robinson
William C. Robinson,
Managing Partner Airship Leasing Co., LLC/CEO Cyber Defense Systems, Inc.
Corey Ribotsky's basic deal!!!
http://sec.edgar-online.com/2005/04/06/0001164150-05-000108/Section10.asp
GUARANTY AND PLEDGE AGREEMENT
GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of April 1, 2005, among Cyber Defense Systems, Inc., a Florida corporation (the "Company"), Cherokee Raiders, L.P. (the "Pledgor"), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Pledgees").
W I T N E S S E T H:
WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof, between Company and the Pledgees (the "Purchase Agreement"), Company has agreed to issue to the Pledgees and the Pledgees have agreed to purchase from Company certain of Company's 8% Callable Secured Convertible Notes, due three years from the date of issuance (the "Notes"), which are convertible into shares of Company's Class A Common Stock, par value $.001 per share (the "Common Stock"). In connection therewith, Company shall issue the Pledgees certain Common Stock purchase warrants (the "Warrants"); and
WHEREAS, as a material inducement to the Pledgees to enter into the Purchase Agreement, the Pledgees have required and the Pledgor has agreed (i) to unconditionally guarantee the timely and full satisfaction of all obligations of the Company, whether matured or unmatured, now or hereafter existing or created and becoming due and payable (the "Obligations") to the Pledgees, their successors, endorsees, transferees or assigns under the Transaction Documents (as defined in the Purchase Agreement) to the extent of the Collateral (as defined in Section 5 hereof), and (ii) to grant to the Pledgees, their successors, endorsees, transferees or assigns a security interest in the number of shares of Common Stock currently owned by the Pledgor as set forth below the Pledgor's signature on the signature page hereto (collectively, the "Shares"), as collateral security for Obligations. Terms used and not defined herein shall have the meaning ascribed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual covenants contained herein, the parties hereby agree as follows:
1. Guaranty. To the extent of the Collateral, the Pledgor hereby absolutely, unconditionally and irrevocably guarantees to the Pledgees, their successors, endorsees, transferees and assigns the due and punctual performance and payment of the Obligations owing to the Pledgees, their successors, endorsees, transferees or assigns when due, all at the time and place and in the amount and manner prescribed in, and otherwise in accordance with, the Transaction Documents, regardless of any defense or set-off counterclaim which the Company or any other person may have or assert, and regardless of whether or not the Pledgees or anyone on behalf of the Pledgees shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Company or any other person to compel any such performance or
1
observance or to collect all or part of any such amount, either pursuant to the provisions of the Transaction Documents or at law or in equity, and regardless of any other condition or contingency. The Pledgor shall have no obligation whatsoever to the Pledgees beyond the Collateral pledged for the Obligations set forth herein.
2. Waiver of Demand. The Pledgor hereby unconditionally: (i) waives any requirement that the Pledgees, in the event of a breach in any material respect by the Company of any of its representations or warranties in the Transaction Documents, first make demand upon, or seek to enforce remedies against, the Company or any other person before demanding payment of enforcement hereunder;
(ii) covenants that this Agreement will not be discharged except by complete performance of all the Obligations to the extent of the Collateral; (iii) agrees that this Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by, any invalidity, irregularity or unenforceability in whole or in part of the Transaction Documents or any limitation on the liability of the Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever; and (iv) waives diligence, presentment and protest with respect to, and notice of default in the performance or payment of any Obligation by the Company under or in connection with the Transaction Documents.
3. Release. The obligations, covenants, agreements and duties of the Pledgor hereunder shall not be released, affected or impaired by any assignment or transfer, in whole or in part, of the Transaction Documents or any Obligation, although made without notice to or the consent of the Pledgor, or any waiver by the Pledgees, or by any other person, of the performance or observance by the Company or the Pledgor of any of the agreements, covenants, terms or conditions contained in the Transaction Documents, or any indulgence in or the extension of the time or renewal thereof, or the modification or amendment (whether material or otherwise), or the voluntary or involuntary liquidation, sale or other disposition of all or any portion of the stock or assets of the Company or the Pledgor, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Company or the Pledgor or any assets of the Company or the Pledgor, or the release of any proper from any security for any Obligation, or the impairment of any such property or security, or the release or discharge of the Company or the Pledgor from the performance or observance of any agreement, covenant, term or condition contained in or arising out of the Transaction Documents by operation of law, or the merger or consolidation of the Company, or any other cause, whether similar or dissimilar to the foregoing.
4. Subrogation.
(a) Unless and until complete performance of all the Obligations to the extent of the Collateral, the Pledgor shall not be entitled to exercise any right of subrogation to any of the rights of the Pledgees against the Company or any collateral security or guaranty held by the Pledgees for the payment or performance of the Obligations, nor shall the Pledgor seek any reimbursement from the Company in respect of payments made by the Pledgor hereunder.
(b) In the extent that the Pledgor shall become obligated to perform or pay any sums hereunder, or in the event that for any reason the Company is now or shall hereafter become indebted to the Pledgor, the amount of such sum shall at
2
all times be subordinate as to lien, time of payment and in all other respects, to the amounts owing to the Pledgees under the Transaction Documents and the Pledgor shall not enforce or receive payment thereof until all Obligations due to the Pledgees under the Transaction have been performed or paid. Nothing herein contained is intended or shall be construed to give to the Pledgor any right of subrogation in or under the Transaction Documents, or any right to participate in any way therein, or in any right, title or interest in the assets of the Pledgees.
5. Security. As collateral security for the punctual payment and performance, when due, by the Company of all the Obligations, the Pledgor hereby pledges with, hypothecates, transfers and assigns to the Pledgees all of the Shares and all proceeds, shares and other securities received, receivable or otherwise distributed in respect of or in exchange for the Shares, including, without limitation, any shares and other securities into which such Shares may be convertible or exchangeable (collectively, the "Additional Collateral" and together with the Shares, the "Collateral"). Simultaneously herewith, the Pledgor shall deliver to the Pledgees the certificate(s) representing the Shares, stamped with a bank medallion guarantee, along with a stock transfer power duly executed in blank by the Pledgor, to be held by the Pledgees as security. Any Collateral received by the Pledgor on or after the date hereof shall be immediately delivered to the Pledgees together with any executed stock powers or other transfer documents requested by the Pledgees, which request may be made at any time prior to the date when the Obligations shall have been paid and otherwise satisfied in full.
6. Voting Power, Dividends, Etc. and other Agreements.
(a) Unless and until an Event of Default (as set forth in Section 7 hereof) has occurred, the Pledgor shall be entitled to:
(i) Exercise all voting and/or consensual powers pertaining to the Collateral, or any part thereof, for all purposes;
(ii) Receive and retain dividends paid with respect to the Collateral; and
(iii)Receive the benefits of any income tax deductions available to the Pledgor as a shareholder of the Company.
(b) The Pledgor agrees that it will not sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Collateral.
(c) The Pledgor and the Company jointly and severally agree to pay all costs including all reasonable attorneys' fees and disbursements incurred by the Pledgees in enforcing this Agreement in accordance with its terms.
7. Default and Remedies.
(a) For the purposes of this Agreement, "Event of Default" shall mean:
(i) default in or under any of the Obligations after the expiration, without cure, of any applicable cure period;
(ii) a breach in any material respect by the Company of any of its representations or warranties in the Transaction Documents; or
3
(iii)a breach in any material respect by the Pledgor of any of its representations or warranties in this Agreement.
(b) the Pledgees shall have the following rights upon any Event of Default:
(i) the rights and remedies provided by the Uniform Commercial Code as adopted by the State of New York (the "UCC") (as said law may at any time be amended);
(ii) the right to receive and retain all dividends, payments and other distributions of any kind upon any or all of the Collateral;
(iii)the right to cause any or all of the Collateral to be transferred to its own name or to the name of its designee and have such transfer recorded in any place or places deemed appropriate by the Pledgees; and
(iv) the right to sell, at a public or private sale, the Collateral or any part thereof for cash, upon credit or for future delivery, and at such price or prices in accordance with the UCC (as such law may be amended from time to time). Upon any such sale the Pledgees shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. The Pledgees shall give the Pledgor not less than ten (10) days' written notice of its intention to make any such sale. Any such sale, shall be held at such time or times during ordinary business hours and at such place or places as the Pledgees may fix in the notice of such sale. The Pledgees may adjourn or cancel any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral upon terms calling for payments in the future, any Collateral so sold may be retained by the Pledgees until the selling price is paid by the purchaser thereof, but the Pledgees shall incur no liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of such failure, such Collateral may again be sold upon like notice. The Pledgees, however, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose the security interest and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, the Pledgor having been given due notice of all such action. The Pledgees shall incur no liability as a result of a sale of the Collateral or any part thereof. All proceeds of any such sale, after deducting the reasonable expenses and reasonable attorneys' fees incurred in connection with such sale, shall be applied in reduction of the Obligations, and the remainder, if any, shall be paid to the Pledgor.
8. Application of Proceeds; Release. The proceeds of any sale or enforcement of or against all or any part of the Collateral, and any other cash or collateral at the time held by the Pledgees hereunder, shall be applied by the Pledgees
4
first to the payment of the reasonable costs of any such sale or enforcement, then to reimburse the Pledgees for any damages, costs or expenses incurred by the Pledgees as a result of an Event of Default, then to the payment of the principal amount or stated valued (as applicable) of, and interest or dividends (as applicable) and any other payments due in respect of, the Obligations. The remainder, if any, shall be paid to the Pledgor. As used in this Agreement, "proceeds" shall mean cash, securities and other property realized in respect of, and distributions in kind of, the Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of any issuer of securities included in the Collateral.
9. Representations and Warranties.
(a) The Pledgor hereby represents and warrants to the Pledgees that:
(i) the Pledgor has full power and authority and legal right to pledge the Collateral to the Pledgees pursuant to this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Pledgor, enforceable in accordance with its terms.
(ii) the execution, delivery and performance of this Agreement and other instruments contemplated herein will not violate any provision of any order or decree of any court or governmental instrumentality or of any mortgage, indenture, contract or other agreement to which the Pledgor is a party or by which the Pledgor and the Collateral may be bound, and will not result in the creation or imposition of any lien, charge or encumbrance on, or security interest in, any of the Pledgor's properties pursuant to the provisions of such mortgage, indenture, contract or other agreement.
(iii)the Pledgor is the sole record and beneficial owner of all of the Shares; and
(iv) the Pledgor owns the Collateral free and clear of all Liens.
(b) The Company represents and warrants to the Pledgees that:
(i) it has no knowledge that any of the representations or warranties of the Pledgor herein are incorrect or false in any material respect;
(ii) all of the Shares were validly issued, fully paid and non-assessable; and
(iii) the Pledgor is the record holder of the Shares.
10. No Waiver; No Election of Remedies. No failure on the part of the Pledgees to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by
5
the Pledgees of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law. In addition, the exercise of any right or remedy of the Pledgees at law or equity or under this Agreement or any of the documents shall not be deemed to be an election of Pledgee's rights or remedies under such documents or at law or equity.
11. Termination. This Agreement shall terminate on the date on which all Obligations have been performed, satisfied, paid or discharged in full.
12. Further Assurances. The parties hereto agree that, from time to time upon the written request of any party hereto, they will execute and deliver such further documents and do such other acts and things as such party may reasonably request in order fully to effect the purposes of this Agreement. The Pledgees acknowledge that they are aware that Pledgor shall have no obligations whatsoever to the Pledgees beyond the Collateral pledged for the Obligations set forth herein, and no request for further assurance may or shall increase such Obligations.
13. Miscellaneous.
(a) Modification. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and specifically incorporates all prior oral and written agreements relating to the subject matter hereof. No portion or provision of this Agreement may be changed, modified, amended, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged.
(b) Notice. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 6:30 p.m. (New York City time) on a Business Day (as defined in the Purchase Agreement), (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier services, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:
If to the Company: Cyber Defense Systems, Inc. 10901 Roosevelt Boulevard St. Petersberg, FL 33716 Attention: President Telephone: (727) 577-0878 Facsimile: (727) 577-0873
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With copies to: Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP 600 Lexington Avenue New York, New York 10022 Attention: Arthur S. Marcus, Esq.
Telephone: (212) 752-9700
Facsimile: (212) 980-5192
If to the Pledgor: Cherokee Raiders, L.P.
c/o Cyber Defense Systems, Inc.
10901 Roosevelt Boulevard
St. Petersberg, FL 33716
Telephone: (727) 577-0878
Facsimile: (727) 577-0873
If to the Pledgees: AJW Partners, LLC AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
1044 Northern Boulevard
Suite 302
Roslyn, New York 11576
Facsimile No.: (516) 739-7115
Attention: Corey S. Ribotsky
With copies to: Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Fl.
Philadelphia, PA 19103
Facsimile No.: (215) 864-8999
Attention: Gerald J. Guarcini, Esquire
(c) Invalidity. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.
(d) Benefit of Agreement. This Agreement shall be binding upon and inure to the parties hereto and their respective successors and assigns.
(e) Mutual Agreement. This Agreement embodies the arm's length negotiation and mutual agreement between the parties hereto and shall not be construed against either party as having been drafted by it.
(f) New York Law to Govern. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the principals of conflicts of law thereof. Each party
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hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts sitting in the city of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge Agreement to be duly executed by their respective authorized persons as of the date first indicated above.
CYBER DEFENSE SYSTEMS, INC.
By: /s/William C. Robinson
William C. Robinson
President and Chief Executive Officer
Pledgees:
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/Corey S. Ribotsky
Corey S. Ribotsky
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/Corey S. Ribotsky
Corey S. Ribotsky
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/Corey S. Ribotsky
Corey S. Ribotsky
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/Corey S. Ribotsky
Corey S. Ribotsky
Manager
[Signatures Continued on Following Page]
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Pledgor:
Cherokee Raiders, L.P.
By: /s/Billy Robinson
Billy Robinson, General Partner
Number of Shares subject to this pledge: 6,750,000
Date such Shares were acquired: November 12, 2004
Seems like they are popping up all over the place!
LAWSUIT REGARDING HUMITECH AND COREY RIBOTSKY
New Millenium Capital Partners v. Humitech International Group v. Ribotsky
06cv1180 Northern District of Texas
(Ribotsky alleges fraudulent conveyance of assets, former company officer countersues Ribotsky claiming he short sells stock, etc.)
Corey Ribotsky and associates filed lawsuit against Humitech
http://www.clerkofcourt.info/HUIT/2006-06-01.Complaint_by_NIR.pdf
Ex-officer of company files a motion to dimiss
http://www.clerkofcourt.info/HUIT/2006-11-21.Motion_to_Dismiss_by_Comu.pdf
Ribotsky and associates New Millennium Capital Partners opposes
http://www.clerkofcourt.info/HUIT/2006-12-21.NIRs_opposition_to_dismiss.pdf
Ribotsky filed motion for default judgment against Humitech
http://www.clerkofcourt.info/HUIT/2007-01-11.NIRs_motion_for_default.pdf
Judge denies motion to dismiss lawsuit by officer
http://www.clerkofcourt.info/HUIT/2007-06-28.Order_denying_dismissal.pdf
Officer files answer and counterclaim to lawsuit
http://www.clerkofcourt.info/HUIT/2007-07-16.Answer_by_Comu_and_Counterclaim.pdf
Judge grants a default judgment against Humitech
http://www.clerkofcourt.info/HUIT/2007-07-23.default_judgment_humitech.pdf
Ribotsky and associates move to dismiss counterclaim
http://www.clerkofcourt.info/HUIT/2007-08-06.NIR_Motion_Dismiss_Counterclaim.pdf
Amended counterclaim filed accusing Ribotsky of short selling et al
http://www.clerkofcourt.info/HUIT/2007-09-17.Amended_Counterclaim_re_Ribotsky.pdf
Ribotsky and associates move to dismiss counterclaim
http://www.clerkofcourt.info/HUIT/2007-10-01.NIR_Motion_Dismiss_Amended_Counterclaim.pdf
Former officer's opposition to Ribotsky's motion to dimiss
http://www.clerkofcourt.info/HUIT/2007-10-19.Comu_Opposition_Dismissal.pdf
is there a connection between Corey & Billy Robinson?
Hey cool nick! ;)
IGTG SB-2
14 million more shares for Mr Ribotsky to sell
http://www.sec.gov/Archives/edgar/data/861058/000101968707003684/0001019687-07-003684-index.htm
sabra dabbs Originally posted by wallymac:
I've stayed away for quite a while now because, frankly, Between those that thought everything was part of the plan to those who think that people are acutally going to jump right in after a SEC suspension and court case, it was hard to find any middle ground. I don't believe either camp. ANYONE who buys, sells or holds a stock strictly based on what they read on messages boards deserves whatever they get.
As I have stated in the past, whatever you read here or on any other message board should only be the beginning. A point to begin your own DD. If you play a stock strictly for the momenteum, then reading the consensus is helpful. There have been many here on this board that have stated over and over that people should look to protect their capital investment first, before looking at the long term POSSIBILITIES. There are no saviours and nothing replaces good individual DD. 10 of 13 has stated this over and over. I completely agree with her.
IMO, The 7th is not going to solve everything, all anyone needs to do is research cases that have previously gone to court. Besides any rulings remember that MM's and brokers that wish to quote this stock are REQUIRED to do their own DD. The rules of state this and no one can get around it. I doubt very seriously that CSHD will be fully quoted come Tuesday. I believe it will be traded as a grey sheet with no bid and no ask, at least for some period of time. I have yet to find ONE stock that was quoted immediately after an SEC suspension or investigation. Does it mean that the stock is a fraud? Not neccessarily. If it begins trading again does it mean that CSHD is vindicated? Not neccessarily.
Without a doubt there were events that took place that are contrary to SEC rules and regulations. What you may ask? Well, let's start with the fact that FHAL and CSHD financials should have been combined in the 10K and were not. That is why Mr. Horton is no longer with CSHD because he should have known better. This is the reason the 10K needs to be amended. Rufus speaking so frankly on Paltalk and Subpenney radio are another violation because he jumped the gun many times, giving information to the listnerers that was not public prior to him talking about it. Lastly there was a violation as far as the merger was concerned because shares were issued, it is my belief that they were issued to AISS shareholders but the merger agreement stated in no uncertain terms that NO shares were to be issued until all matters were resolved. You have to go back to the board removing Dr Mensah and the statement that AISS stockholders could excahnge their shares 1 for 1 for CSHD shares to understand where I am comming from. Those are, IMO, the violations that led to the removal of Rufus and Darryl Horton.
Now the issue of the bonds and the misrepresentation of them in the 10K. Very few have discussed the terms of the agreements that enabled CSHD to obtain these bonds. In the 8K's it clearly stated how this happened. In consideration of CSHD being able to utilize the bonds the originator of the bonds was to recieve 50% of the sum hypothacated and 50% fo the profits that the funds were used for. Sweet deal. Makes a lot of sense why people were willing to place their bonds with CSHD. The problem comes in how those assests are reported. They were reported as assest without any liabilities. I'm not an accountant but that does not seem kosher to me. Yet, half of 7.3B is still substanial and lends creedence to the viability of the company. Just taking that at face value would mean the Book Value is $35 instead of $70. Let's divide that in half because the Bond owners would own 1/2 of all the JV's and SUB's and we still have a Book Value of $17.50 instead of $35. Now keep in mind this assumes that CSHD does actually own the bonds they say they do.
Nothing fraudulent here just erroneous like the statement by Mike Alexander states. We may get some clarification come Tuesday we may not. Is all of this according to plan? I highly doubt it. Is it real or is it memorex(a scam). no one can say for certain, not the bashers nor the pumpers. IMO, the resolution will take weeks at a minimum and probably months but not one person on God's green earth can claim to a certainty how this will play out.
Buy, Sell or Hold at your own risk.
Neptune you should listen to Simon at SubPenney before you decree that he is a pumper. I have and he has always and I mean always stated that people should do their own DD and has stated that the shares he holds are profit shares from flipping and he doesn't care one way or the other how this turns out. If you had listened you would have heard that he never once encouraged anyone to buy and has also given time to those who feel that CSHD is a scam. You should do your DD before pronoucing judgement. If you truely are attempting to save newbies, they deserve to hear both sides without bias.
This is all my opinion. Do not use it to influence your investment stradegy. Use it to begin or continue your own DD because nothing can replace the DD that you yourself does.
GLTA
Wally
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Well said, Wally...
can't say I "agree" with everything (I'm weak on bonds, in general, and the ins n' outs of "hypothecation" still elude me ), but if message boards in general had more content posted this well, there'd be a lot less hysteria.
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Nashoba Holba Chepulechi
Adventures in microcapitalism...
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Posts: 16310 | From: Fort Worth | Registered: Apr 2005 | IP: Logged |
3403
Member
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posted November 05, 2006 07:26
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I took my advice from the son of a friend who works for a large brokerage house. He supposedly did all the DD and was convinced of its accuracy. I found this board after I made the purchase, and in the begining before the SEC halted the stock it seemed to collaberate with what my sourse said. What I should of done is DD my sourse. LOL
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If you repeat a lie often enough it is perceived as truth
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Posts: 478 | From: Florida | Registered: Oct 2006 | IP: Logged |
3403
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posted November 05, 2006 07:28
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Neptune thanks for the advice.
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If you repeat a lie often enough it is perceived as truth
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Posts: 478 | From: Florida | Registered: Oct 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 07:58
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So you go from one source to the next and still fail to do any DD on them or the companys assets. Good luck in the market.
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3403
Member
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posted November 05, 2006 08:14
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not smart, i know
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If you repeat a lie often enough it is perceived as truth
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Posts: 478 | From: Florida | Registered: Oct 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 08:35
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Maybe it's time you followed your signature.
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voyager1951
Member
Member Rated:
posted November 05, 2006 08:41
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I guess I'm learning that dd means something different to everyone. An infamous person once said "it depends on what your definition of "is" is."
The latest story posted by Webb. Take the story paragraph by paragraph since it seems it is a chronological sequence of events. Is it inaccurate -- not because the site is a rag or the reporter is a known basher -- but is it inaccurate?
If the answer is yes, then what evidence is there to refute those statements -- remember opinions of the rag and reporter aside? Also, individual ideas, speculation, conjecture and conspiracy theories to spin a yarn good enough for soap opera tv cannot be considered "good" dd. It is trying to turn a negative into a positive w/o fact.
So, in reality, you are left with company-filed documents -- unaudited and audited (which is questionable) -- statements made in public, on radio and over the telephone (I have noticed -- although I may have missed them if so please repost) -- that not once did anyone post an official email from one of the officers, and the internal belief that these are true.
RPH had a checkered past but for some reason(s) many on this board overlooked those events and explained them away. My bad for not doing that dd. Like 3403 I failed in that area.
So, sceptor, I assume you did dd on the company assets. I would assume you believed the company-produced documents. That's all anyone could do if you have the internal need or belief that they were true. With the amount of back pedaling on these posts, a number here are starting to question the 8k and 10k validity as well. I can see by the number of speculations on this board on how this will play out -- many are now attempting to pave the way for a longer battle with a positive spin.
The one thing I can say positive on many on this board is that you have missed your calling -- you could be best-selling fiction novelists.
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3403
Member
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posted November 05, 2006 08:57
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No sense crying over spilt milk. If it is traded again salvage what one can, and if not try and make up the loss.
Someone said it may take weeks for this to be settled. That is a shame because I thought at least Tuesday we would know for sure and it would be traded or over. Hate to think of this thing being dragged out for months.
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If you repeat a lie often enough it is perceived as truth
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Posts: 478 | From: Florida | Registered: Oct 2006 | IP: Logged |
RushDaBus
Member
Member Rated:
posted November 05, 2006 09:05
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Why are the bashers so ravenously angry about this stock and so interested in looking out for the shareholders' "well being"....oh yeah that's right...shorting a successful company's stock = Bankruptcy! (giggle). If trading resumes Tuesday or Wednesday, don't panic sell! This is the perfect storm for the shorts. They are dying to get their hands on your shares to validate their own. Why else would they care what happened to this company?
On Wednesday, let shortie sit quietly in the corner along with that other fear-mongering, right-stealing group: the Republican Party.
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Posts: 88 | From: NYC | Registered: Oct 2006 | IP: Logged |
3403
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posted November 05, 2006 09:08
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We insult Bashers, Pumpers and now the Republican Party? Where does it end?
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If you repeat a lie often enough it is perceived as truth
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Posts: 478 | From: Florida | Registered: Oct 2006 | IP: Logged |
portman
Member
posted November 05, 2006 09:11
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quote:
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Originally posted by 3403:
I took my advice from the son of a friend who works for a large brokerage house. He supposedly did all the DD and was convinced of its accuracy. I found this board after I made the purchase, and in the begining before the SEC halted the stock it seemed to collaberate with what my sourse said. What I should of done is DD my sourse. LOL
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Just being honest with you...I still do not believe you own or ever owned any of this stock....just like I do not believe Neptune.
When two post and feed off each other like you two do...I always find it humorous...you have some proving to do.
My position on this stock remains...Those putting the plan together must prove they are able to get to the finish line.
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- "Pay it Forward"
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Posts: 1524 | Registered: Jun 2006 | IP: Logged |
voyager1951
Member
Member Rated:
posted November 05, 2006 09:14
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This is what you hope for in dd executives of a firm. Look into HRAI. You might be impressed with what is happening.
Gregory J. Wessling
Chairman & CEO, HouseRaising, Inc.
Robert V. McLemore
Pres. & Founder, HouseRaising, Inc.
Kristy M. Carriker
Sr. VP & Chief Admin. Officer,
HouseRaising, Inc.
Grant S. Neerings
CTO, HouseRaising, Inc. &
Pres., HouseRaisingAcademy, LLC
Robert M. Burroughs
Former Sr. Judge, NC Superior Court
Daniel S. Fogel
Dean of Charlotte Programs &
Exec. Prof. of Strategy at Wake Forest U.
James O'Connor
Private Investor
Gregory J. Wessling Chairman
Gregory J. Wessling, Chairman and CEO of HouseRaising, Inc., a former Senior Executive and 33-Year Veteran of Lowe's Companies, Inc. is highly regarded throughout the building and home improvement industries. He was instrumental in transforming Lowe's from a small regional lumber and building supply retailer into a nationwide chain of home products and improvement centers with 1,100 stores in 48 states.
Top
Robert V. McLemore Director
Robert V. McLemore, Founder and President, HouseRaising, Inc has been President of HouseRaising since June of 1999. He brings over 40 years experience managing retail custom homebuilding operations to HouseRaising and its affiliated companies. The experiences gained from four decades of selling, designing, and building some 2,000 custom homes are now being developed into a computerized management system that has become the HouseRaising Franchise.
Top
Kristy M. Carriker Director
Kristy M. Carriker, Senior V.P., Chief Administrative Officer, HouseRaising, Inc. is responsible for all of HouseRaising's Builder Service and Support activities. Prior to joining HouseRaising in 1999, for 20 years Ms. Carriker was Vice President of Administration for a large custom homebuilding company in Charlotte.
Top
Grant S. Neerings Director
Grant S. Neerings, Chief Technology Officer, HouseRaising, Inc. & President HouseRaising Academy, LLC, was one of the original founders of Egghead University (currently doing business as Catapult Inc. – an IBM Company.) He also led the professional services team for Primus Knowledge Solutions in deploying knowledge management systems for large Fortune 500 high-tech companies.
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sceptor
Member
posted November 05, 2006 09:18
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quote:
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Originally posted by voyager1951:
I guess I'm learning that dd means something different to everyone. An infamous person once said "it depends on what your definition of "is" is."
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Try and keep a grip on reality, you are succumbing to the very claim you make of others. fictional posting.
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voyager1951
Member
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posted November 05, 2006 09:18
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Can anyone, in your opinion rushdabus, be angry at what has happened and not be a shortie?
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voyager1951
Member
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posted November 05, 2006 09:20
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What is fictional in that post, sceptor?
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Posts: 77 | Registered: Oct 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 09:20
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quote:
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Originally posted by voyager1951:
This is what you hope for in dd executives of a firm. Look into HRAI. You might be impressed with what is happening.
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at least you didnt waste anytime on getting to the real reason for posting in this thread. Go pump your stock somewhere else.
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voyager1951
Member
Member Rated:
posted November 05, 2006 09:24
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Alright, I won't mention it again. But tips have to come from somewhere don't they? And why not talk about a potential good investment when talking about CSHD is not going to do anything to change anything?
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TexasMoney
Member
Member Rated:
posted November 05, 2006 09:25
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Sceptor -
I'll ask again what NONE of you bashing, one-dimensional shorts can't or won't answer.
When and how have Rufus, Mike Alexander, Sabra Dabbs, and Ben Stanley benefited financially from this purporte fraud? It's only one question and its a pretty simple one.
Good luck answering it and be careful not to embarass yourself
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Posts: 386 | From: Plano, TX | Registered: Oct 2006 | IP: Logged |
voyager1951
Member
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posted November 05, 2006 09:25
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Besides, I have seen several others here mention other stocks.
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sceptor
Member
posted November 05, 2006 09:26
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quote:
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Originally posted by TexasMoney:
Sceptor -
I'll ask again what NONE of you bashing, one-dimensional shorts can't or won't answer.
When and how have Rufus, Mike Alexander, Sabra Dabbs, and Ben Stanley benefited financially from this purporte fraud? It's only one question and its a pretty simple one.
Good luck answering it and be careful not to embarass yourself
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You do realize I'm not a basher right?
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voyager1951
Member
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posted November 05, 2006 09:28
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Well, Texas, one answer which is pure speculation to your question is that they didn't get the chance to complete the fraud -- thus they didn't benefit financially -- they goofed.
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TexasMoney
Member
Member Rated:
posted November 05, 2006 09:29
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quote:
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Originally posted by sceptor:
quote:
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Originally posted by TexasMoney:
Sceptor -
I'll ask again what NONE of you bashing, one-dimensional shorts can't or won't answer.
When and how have Rufus, Mike Alexander, Sabra Dabbs, and Ben Stanley benefited financially from this purporte fraud? It's only one question and its a pretty simple one.
Good luck answering it and be careful not to embarass yourself
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You do realize I'm not a basher right?
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I'm not sure why I picked out your name. Feel free to copy and paste the question to the appropriate person(s). Its one that drives them insane!
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Posts: 386 | From: Plano, TX | Registered: Oct 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 09:33
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quote:
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Originally posted by voyager1951:
Well, Texas, one answer which is pure speculation to your question is that they didn't get the chance to complete the fraud -- thus they didn't benefit financially -- they goofed.
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their shares are restricted for 2 years. Mike A's were the only ones that would have been tradable and he still would have had to file a form 144 and get an opinion from the company atty and approved by the transfer agaent before being allowed.
You need to debate with knowledge.
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voyager1951
Member
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posted November 05, 2006 09:35
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Who restricted the shares?
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portman
Member
posted November 05, 2006 09:36
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What continues to be ignored by those who are now negative is that there is no value to CSHD unless it has assets.
Therefore, no reason to step in and save it.
I will not tell anyone not to sell. If you follow the tenets of trading penny stocks this process is a whole lot less stressful folks.
While I do not like the time line or going to court I do not plan to sell one share next week if we open on Tuesday. If it falls low enough I may buy more.
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- "Pay it Forward"
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Posts: 1524 | Registered: Jun 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 09:37
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quote:
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Originally posted by voyager1951:
Who restricted the shares?
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I would recommend you reading the merger 8-k.
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voyager1951
Member
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posted November 05, 2006 09:38
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Should be a very simple answer. I'm waiting
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sceptor
Member
posted November 05, 2006 09:42
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quote:
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Originally posted by voyager1951:
Should be a very simple answer. I'm waiting
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While you are waiting, read the merger 8-k and answer your question for yourself. This isn't kindergarten, you are expected to be up on the issues if you want to debate them.
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voyager1951
Member
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posted November 05, 2006 09:43
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Always the same comeback.
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Posts: 77 | Registered: Oct 2006 | IP: Logged |
portman
Member
posted November 05, 2006 09:46
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quote:
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Originally posted by voyager1951:
Who restricted the shares?
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lol...I know you are going to tell us they planned to dillute and unrestrict everything right after the price zoomed....the .12 to $2-$3 range with volume was not enough right?
If this were a pump and dump...again no reason to save the company...they could all walk away. Mike A. has another company to run now.
Not to mention that based on the number of shares held by Mike A he could only sell 1% a month.
Now they are pulling back all those restricted shares from the board so your argument loses even more credibility.
Not to mention...I know exactly where Mike A's shares are sitting.
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- "Pay it Forward"
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Posts: 1524 | Registered: Jun 2006 | IP: Logged |
RushDaBus
Member
Member Rated:
posted November 05, 2006 09:48
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quote:
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Originally posted by voyager1951:
Can anyone, in your opinion rushdabus, be angry at what has happened and not be a shortie?
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It's that your anger is without any true purpose other than to ridicule. (ie: we're all in la la land - remember?) I want FACTS and not rhetoric; I look for Due Diligence, not Fear Mongering. All I'm saying is let's wait until this settlement is reached. Am I optomistic? Sure! But what other choice do I have at this point? My optimism comes from the fact that the company is choosing to reorganize its BOD, which usually comes as a provision of a settlement. I've dealt with government agancies before and, believe me, they hate to admit mistakes (sorry, oversights) and love to reach settlements where the defendant admits guilt in some form. This is what gives me hope, but I feel does not make me a cultist.
Shortie wants panic and the grey sheets; but who else would? Be angry about what is happening, but don't levy your anger on the optomists.
Does that sound good to you?
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Posts: 88 | From: NYC | Registered: Oct 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 09:53
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quote:
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Originally posted by voyager1951:
Always the same comeback.
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That is correct. Because it is the correct comeback for bashers. Read the 8-k, it is clearly defined in it. Trying to make negative accusations against the company and then demanding others to support the facts to refute those claims is the standard method used by bashers.
How about taking your pumped stock and head back on over there and stop bashing this one. You arent here to determine anything about this one that much is obvious.
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Posts: 440 | Registered: Jul 2006 | IP: Logged |
voyager1951
Member
Member Rated:
posted November 05, 2006 09:55
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Are we talking about the same 8K that had the average closing price adjustment section? Yeah, portman, I am eluding to the fact that this fraudlent document was written by the same people who could change it to their advantage in the future by controlling over 50 percent of the stock.
I don't believe the 8k, 10k and to comeback in your words, I don't believe you and your knowledge of Mike A.
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Posts: 77 | Registered: Oct 2006 | IP: Logged |
portman
Member
posted November 05, 2006 09:57
--------------------------------------------------------------------------------
quote:
--------------------------------------------------------------------------------
Originally posted by sceptor:
quote:
--------------------------------------------------------------------------------
Originally posted by voyager1951:
Always the same comeback.
--------------------------------------------------------------------------------
That is correct. Because it is the correct comeback for bashers. Read the 8-k, it is clearly defined in it. Trying to make negative accusations against the company and then demanding others to support the facts to refute those claims is the standard method used by bashers.
How about taking your pumped stock and head back on over there and stop bashing this one. You arent here to determine anything about this one that much is obvious.
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Always questions from these types...notice how they never answer questions posed to them with anything other than more questions and comments that are either not researched or speculation intended to seed FUD.
That is IF they answer the questions at all.
--------------------
- "Pay it Forward"
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Posts: 1524 | Registered: Jun 2006 | IP: Logged |
voyager1951
Member
Member Rated:
posted November 05, 2006 09:58
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Sceptor, I believe the 8k was fraudulent, so I can't come to the same conclusion as you. It was written and filed by people with questionable pasts.
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Posts: 77 | Registered: Oct 2006 | IP: Logged |
portman
Member
posted November 05, 2006 09:59
--------------------------------------------------------------------------------
quote:
--------------------------------------------------------------------------------
Originally posted by voyager1951:
Sceptor, I believe the 8k was fraudulent, so I can't come to the same conclusion as you. It was written and filed by people with questionable pasts.
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Well, I guess we are questioning both your past and motives. Therefore, all you post is questionable.
Are you willing to allow me to DD you?
--------------------
- "Pay it Forward"
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Posts: 1524 | Registered: Jun 2006 | IP: Logged |
voyager1951
Member
Member Rated:
posted November 05, 2006 10:00
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I have read the documents and seen how this has played out, and I can come to no other conclusion not to believe in the accuracy of the 8k or 10k.
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Posts: 77 | Registered: Oct 2006 | IP: Logged |
voyager1951
Member
Member Rated:
posted November 05, 2006 10:02
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Yes, you can dd me. It's my picture in the dictionary beside -- stupid stock investor. Lol. And that's the simple truth.
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Posts: 77 | Registered: Oct 2006 | IP: Logged |
portman
Member
posted November 05, 2006 10:02
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Oh well...been fun playing with voyager....time for breakfast with the family.
I always like someone who can conclude something before a judge can...lol.
--------------------
- "Pay it Forward"
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Posts: 1524 | Registered: Jun 2006 | IP: Logged |
sceptor
Member
posted November 05, 2006 10:02
--------------------------------------------------------------------------------
quote:
--------------------------------------------------------------------------------
Originally posted by voyager1951:
Are we talking about the same 8K that had the average closing price adjustment section? Yeah, portman, I am eluding to the fact that this fraudlent document was written by the same people who could change it to their advantage in the future by controlling over 50 percent of the stock.
I don't believe the 8k, 10k and to comeback in your words, I don't believe you and your knowledge of Mike A.
--------------------------------------------------------------------------------
You assume it's the closing price adjustment that the latest 8-k was referring to. We dont believe you know that to be the case either.
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Posts: 440 | Registered: Jul 2006 | IP: Logged |
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Conversion Solutions Holdings Corp Announces Results of Emergency Board Meeting of AISS and Additions to BOD and Infrastructure
KENNESAW, Ga., Sept. 21 /PRNewswire-FirstCall/ -- Conversion Solutions
Holdings Corp (OTC Bulletin Board: CSHD), a Delaware Corporation, announces
the following current events have taken place.
CSHC would like to announce that during an Emergency Board meeting
called for the Joint Venture Corporation of American International Smart
Structure, it was voted and resolved to remove Dr. Thomas Mensah as
President and CEO of AISS and to offer a share swap transaction to all
Georgia Aerospace shareholders.
Notice: To all Georgia Aerospace shareholders, please contact Mitchell
Sepaniak at 770-420-8270 Extension 2382 to arrange a share swap transaction
for CSHC.
"This is a regretful situation but necessary. AISS is a JV corporation
of CSHC and will continue to be so. We will escrow the funds for the
project and proceed forward after the appointment of a new Board of
Directors and Officers," stated Rufus Paul Harris, CEO.
CSHC would also like to announce the addition of Sabra Dabbs and
Mitchell Sepaniak to our team of professionals.
Ms. Sabra Dabbs has been added to the Board of Directors as Corporation
Secretary and Executive Vice President of Global Investments of Conversion
Solutions Holding Corp. Ms. Dabbs is active in global asset management,
investments, finance, business development and development of corporate
infrastructure. Her experience includes more than twenty years in
management; nine years of finance, mergers, and acquisitions; and five
years in international business development and negotiations at the highest
levels. She has first hand experience in emerging markets in the Far East,
Latin America, and the Eastern Europe. Ms. Dabbs' business career has
included ownership of several companies within the United States and
internationally, covering a spectrum of interests within Corporate
Management, Financial Advisory, Project Funding and Information Technology.
Mr. Mitchell Sepaniak has over 25 years of experience at the Executive
management level with WebMD, ADP, National Data Corporation, Ciba, and
Bausch & Lomb. Most recently, he was the CEO of Weida Corporation.
"Mitchell brings to CSHC experience in creating strategies and managing
multi-national companies, a rich leadership background in blue chip,
mid-size and start up firms. His success in building companies, products,
and brands, through organic and business development means will greatly
enhance our success with each investment project," stated Sabra Dabbs, EVP.
"Ms. Dabbs and Mr. Sepaniak are a wonderful addition to our team. Their
abilities to resolve issues in an expedient manner is nothing short of
amazing," stated Rufus Paul Harris.
About Conversion Solutions Holdings Corp
CSHC is a diversified holdings corporation, which was formed to
originate, fund and source funding for asset-based transactions in the
private market. CSHC's main service will be to acquire, fund and provide
insurance to target companies in the currently underserved $15,000,000 to
$100,000,000 asset finance market. Our funding will enable our businesses
to compete more effectively, improve operations and increase value. CSHC is
headquartered in Kennesaw, Georgia, a suburb of Atlanta. For more
information, please visit us at http://www.cvsu.us.
Contact: Conversion Solutions Holdings Corp
770-420-8270
Ben Stanley - Ext. 2383
Rufus Harris - Ext. 2384
Sabra Dabbs - Ext. 2385
Mitch Sepaniak - Ext. 2382
SOURCE Conversion Solutions Holdings Corp
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Related links:
http://www.cvsu.us/
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sabra dabbs. About Cyber Search, Inc. Page
www.cybersearch.net/About_CSI. - [Cached]
Published on: 10/27/2001 Last Visited: 10/27/2001
Our owner , Sabra Dabbs , heads our corporate office located in Atlanta , Georgia. Sabra has over 16 years in the recruiting Industry with Information Technology. Prior to forming Cyber Search Inc. , she started and grew 8 companies focusing primarily on Temporary placement. She became the largest woman owned businesses in Tarrant County , Texas in the 90's.
With Cyber Search , Inc.. Sabra Dabbs has expanded her talent in the Information Technology Field. Cyber Search Inc. provides recruiting and staffing for many companies including many of the BIG 6 Corporations. Cyber Search Inc. , also provides on and off site job fairs for corporate recruiting and mass hiring efforts. Sabra has a HANDS ON approach that sets her apart from other companies , and allows Cyber Search , Inc. to maintain a high percentage of hires per submittal.
Cyber Search Inc. , thanks you for your time and interest in our company , and looks forward to the opportunity of working with you. Please feel free to send any comment or questions to our owner Sabra Dabbs at :.
sabra@cybersearch.net or mailto : feedback@cybersearch.net
WE LOOK FORWARD TO HEARING FROM YOU Cyber Search , Inc.. , • P.O. Box 283 , • Roswell , GA 30077. Phone : ( 770 ) 650-9950 • Fax : ( 770 ) 650-9954
Profile Statistics
Times Viewed: 110
Times Forwarded: 0
Web References: 1
Quick Lists: 0
Sabra's Network
Join Sabra's Network
Ms. Sabra Dabbs This is Me
Corporation Secretary and Executive Vice President of Global Investments (Past)
Conversion Solutions Holdings Corp. (Past)
Please Note:
This profile was automatically generated using 7 references found on the Internet. This information has not been verified. Learn more...
Employment History
Corporation Secretary and Executive Vice President of Global Investments2
Conversion Solutions Holdings Corp. (OTCBB: CSHD)
Headquarters Address:
507 Main St. Suite A
Lake Dallas, TX 75065
USA
Website: www.waatle.com
Phone: (940) 321-1075
The Company is a diversified holdings company which was formed to originate, fund and source funding for asset-based transactions in the private market. CSHC's main products will be to acquire, provide funding and insurance to its target companies in the currently underserved $ 15,000,000. More
Board Membership and Affiliations
Board Member (past)2
Conversion Solutions Holdings Corp. (OTCBB: CSHD)
Headquarters Address:
507 Main St. Suite A
Lake Dallas, TX 75065
USA
Website: www.waatle.com
Phone: (940) 321-1075
The Company is a diversified holdings company which was formed to originate, fund and source funding for asset-based transactions in the private market. CSHC's main products will be to acquire, provide funding and insurance to its target companies in the currently underserved $ 15,000,000. More
View all 7 references Web References
1. Conversion Solutions, Inc.
www.waatle.com/750106.html - [Cached]
Published on: 10/5/2006 Last Visited: 10/5/2006
Sabra Dabbs - Corporate Secretary
Executive Vice President Global Investments
Ms. Sabra Dabbs has been added to the Board of Directors as Corporation Secretary and Executive Vice President of Global Investments of Conversion Solutions Holding Corp. Ms. Dabbs is active in global asset management, investments, finance, business development and development of corporate infrastructure. Her experience includes more than twenty years in management; nine years of finance, mergers, and acquisitions; and five years in international business development and negotiations at the highest levels. She has first hand experience in emerging markets in the Far East, Latin America, and the Eastern Europe. Ms. Dabbs' business career has included ownership of several companies within the United States and Internationally covering a spectrum of interests within Corporate Management, Financial Advisory, Project Funding and Information Technology. 2. Stockwatch > News > News Item
www.stockwatch.com/swnet/newsi - [Cached]
Published on: 9/21/2006 Last Visited: 10/16/2006
CSHC would also like to announce the addition of Sabra Dabbs and Mitchell Sepaniak to our team of professionals.
...
Ms. Sabra Dabbs has been added to the Board of Directors as Corporation Secretary and Executive Vice President of Global Investments of Conversion Solutions Holding Corp. Ms. Dabbs is active in global asset management, investments, finance, business development and development of corporate infrastructure. Her experience includes more than twenty years in management; nine years of finance, mergers, and acquisitions; and five years in international business development and negotiations at the highest levels. She has first hand experience in emerging markets in the Far East, Latin America, and the Eastern Europe. Ms. Dabbs' business career has included ownership of several companies within the United States and internationally, covering a spectrum of interests within Corporate Management, Financial Advisory, Project Funding and Information Technology.
...
His success in building companies, products, and brands, through organic and business development means will greatly enhance our success with each investment project," stated Sabra Dabbs, EVP.
"Ms. Dabbs and Mr. Sepaniak are a wonderful addition to our team.
...
Sabra Dabbs - Ext. 2385 3. Conversion Solutions Holdings Corp Announces Results of Emergency Board Meeting of AISS and Additions to BOD and Infrastructure
www.prnewswire.com/cgi-bin/sto - [Cached]
Published on: 9/21/2006 Last Visited: 10/1/2006
CSHC would also like to announce the addition of Sabra Dabbs and Mitchell Sepaniak to our team of professionals.
...
Ms. Sabra Dabbs has been added to the Board of Directors as Corporation Secretary and Executive Vice President of Global Investments of Conversion Solutions Holding Corp. Ms. Dabbs is active in global asset management, investments, finance, business development and development of corporate infrastructure. Her experience includes more than twenty years in management; nine years of finance, mergers, and acquisitions; and five years in international business development and negotiations at the highest levels. She has first hand experience in emerging markets in the Far East, Latin America, and the Eastern Europe. Ms. Dabbs' business career has included ownership of several companies within the United States and internationally, covering a spectrum of interests within Corporate Management, Financial Advisory, Project Funding and Information Technology.
...
His success in building companies, products, and brands, through organic and business development means will greatly enhance our success with each investment project," stated Sabra Dabbs, EVP. "Ms. Dabbs and Mr. Sepaniak are a wonderful addition to our team.
...
Contact: Conversion Solutions Holdings Corp 770-420-8270 Ben Stanley - Ext. 2383 Rufus Harris - Ext. 2384 Sabra Dabbs - Ext. 2385 Mitch Sepaniak - Ext. 2382 4. Conversion Solutions Holdings Corp Announces Results of Emergency Board Meeting of AISS and Additions to BOD and Infrastructure
www.prnewswire.com/cgi-bin/sto - [Cached]
Published on: 9/21/2006 Last Visited: 9/23/2006
CSHC would also like to announce the addition of Sabra Dabbs and Mitchell Sepaniak to our team of professionals.
...
Ms. Sabra Dabbs has been added to the Board of Directors as Corporation Secretary and Executive Vice President of Global Investments of Conversion Solutions Holding Corp. Ms. Dabbs is active in global asset management, investments, finance, business development and development of corporate infrastructure. Her experience includes more than twenty years in management; nine years of finance, mergers, and acquisitions; and five years in international business development and negotiations at the highest levels. She has first hand experience in emerging markets in the Far East, Latin America, and the Eastern Europe. Ms. Dabbs' business career has included ownership of several companies within the United States and internationally, covering a spectrum of interests within Corporate Management, Financial Advisory, Project Funding and Information Technology.
...
His success in building companies, products, and brands, through organic and business development means will greatly enhance our success with each investment project," stated Sabra Dabbs, EVP. "Ms. Dabbs and Mr. Sepaniak are a wonderful addition to our team.
...
Contact: Conversion Solutions Holdings Corp 770-420-8270 Ben Stanley - Ext. 2383 Rufus Harris - Ext. 2384 Sabra Dabbs - Ext. 2385 Mitch Sepaniak - Ext. 2382 5. Conversion Solutions Holdings Corp Announces Results of Emergency Board Meeting of AISS and Additions to BOD and Infrastructure
www.prnewswire.com/cgi-bin/sto - [Cached]
Published on: 9/21/2006 Last Visited: 9/21/2006
CSHC would also like to announce the addition of Sabra Dabbs and Mitchell Sepaniak to our team of professionals.
...
Ms. Sabra Dabbs has been added to the Board of Directors as Corporation Secretary and Executive Vice President of Global Investments of Conversion Solutions Holding Corp. Ms. Dabbs is active in global asset management, investments, finance, business development and development of corporate infrastructure. Her experience includes more than twenty years in management; nine years of finance, mergers, and acquisitions; and five years in international business development and negotiations at the highest levels. She has first hand experience in emerging markets in the Far East, Latin America, and the Eastern Europe. Ms. Dabbs' business career has included ownership of several companies within the United States and internationally, covering a spectrum of interests within Corporate Management, Financial Advisory, Project Funding and Information Technology.
...
His success in building companies, products, and brands, through organic and business development means will greatly enhance our success with each investment project," stated Sabra Dabbs, EVP. "Ms. Dabbs and Mr. Sepaniak are a wonderful addition to our team.
...
Contact: Conversion Solutions Holdings Corp 770-420-8270 Ben Stanley - Ext. 2383 Rufus Harris - Ext. 2384 Sabra Dabbs - Ext. 2385 Mitch Sepaniak - Ext. 2382
Sabra Dabbs This is Me
Board Member
Surviving
Please Note:
This profile was automatically generated using 3 references found on the Internet. This information has not been verified. Learn more...
Employment History
Board Member1
Surviving
Board Membership and Affiliations
Board Member1
Surviving
Web References
1. Conversion Solutions, Inc. Announces Merger Agreement With the FrontHaul Group, Inc.
www.prnewswire.com/cgi-bin/sto - [Cached]
Published on: 7/12/2006 Last Visited: 7/12/2006
Sabra Dabbs
Executive Vice President Investments 2. Conversion Solutions, Inc. Announces Merger Agreement With the FrontHaul Group, Inc.
www.prnewswire.com/cgi-bin/sto - [Cached]
Published on: 7/12/2006 Last Visited: 7/12/2006
Sabra Dabbs
Executive Vice President Investments 3. Conversion Solutions, Inc. Announces Merger Agreement With the FrontHaul Group, Inc.: Financial News - Yahoo! Finance
biz.yahoo.com/prnews/060712/cl - [Cached]
Published on: 7/12/2006 Last Visited: 7/12/2006
Sabra Dabbs
Executive Vice President Investments
Profile Statistics
Times Viewed: 7
Times Forwarded: 0
Web References: 3
Quick Lists: 0
Sabra's Network
Join Sabra's Network
Click here to create your
Business Name History
--------------------------------------------------------------------------------
Name Name Type
ACUTE SERVICES UNLIMITED, LLC Current Name
--------------------------------------------------------------------------------
Limited Liability Company - Domestic - Information
Control No.: 0350381
Status: Automated Administrative dissolution/Revocation
Entity Creation Date: 9/11/2003
Dissolve Date: 7/9/2005
Jurisdiction: GA
Principal Office Address: 30 PRINCETON WAY
COVINGTON GA 30016
--------------------------------------------------------------------------------
Registered Agent
Agent Name: SABRA DABBS
Office Address: 284 S. MAIN ST., STE. 500
ALPHARETTA GA 30004
Agent County: FULTON
Date: 10/31/2007 View Filed Documents
(Annual Registration History etc.)
Business Name History
--------------------------------------------------------------------------------
Name Name Type
CYBER SEARCH, INC. Current Name
--------------------------------------------------------------------------------
Profit Corporation - Domestic - Information
Control No.: K631223
Status: Automated Administrative dissolution/Revocation
Entity Creation Date: 10/9/1996
Dissolve Date: 7/5/1999
Jurisdiction: GA
Principal Office Address: 12135 BROOKFIELD CLUB DR
ROSWELL GA 30075-1262
--------------------------------------------------------------------------------
Registered Agent
Agent Name: SABRA DABBS
Office Address: 12185 BROOKFIELD CLUB DRIVE
ROSWELL GA 30075
Agent County: FULTON
--------------------------------------------------------------------------------
Officers
Title: CEO
Name: SABRA DABBS
Address: 12185 BROOKFIELD CLUB DRIVE
ROSWELL GA 30075
--------------------------------------------------------------------------------
Title: Secretary
Name: SABRA DABBS
Address: 12185 BROOKFIELD CLUB DRIVE
ROSWELL GA 30075
--------------------------------------------------------------------------------
great! i cant wait!
One of the guys here is setting up the server for us to link to the Ribotsky documents. Hope to have alot of legal pleadings and the url available over the weekend.
I can promise you documents from the court actions. We aren't lawyers, but we've sued lawyers. LOL.
I see Stockdiesel has posted a nice summary of AJW related companies. I own a couple of them including CYSG (Cape systems and CSHD (formerly FHAL that was involved in the financing through AJW). CYSG traded 453 mil. shares on 6/28 which is probably at least half the float. Sounds fishy huh. Since then 10 mil has been the most of any 1 day.
What I'd like to know is if the grandfather clause that has been removed will cause naked shorts to cover affecting the pps of these companies in the near future. I believe 45 days from the Oct.15th rule change is the cutoff for mandatory buybacks of uncovered naked short positions and FTDs. Correct me if I'm wrong..I am no expert.
They let it slide so long as penalties are paid in stock... which is what they really want.
Wow are you all missing the point. Board mark added. Hope you guys are lawyers. And I hope you are willing to put some money into your dd. You need to get PACER access and download all of the doucuments of the related lawsuits they (AJW et al)have won and lost. Then you will need to put all the mentioned SEC law numbers related to why AJW activities are illegal in the IBOX for investor guidance.
IGTG
According to the terms of the loan, IGTG is in default to Ribotsky. Company claims Ribotsky's gonna let it slide! ROTFL
March 15, 2007 Securities Purchase Agreement ($450,000 Convertible Debt)
On March 15, 2007, we entered into a Securities Purchase Agreement with New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC (the "Investors") and agreed to issue and sell (i)
callable secured convertible notes up to $450,000, and (ii) warrants to acquire
an aggregate of 9 million shares of our common stock.
---snip----
We agreed to file a registration statement for the shares underlying the notes
and the warrants within thirty days of closing, to be declared effective within
120 days of closing. We filed an SB-2 registration statement with the Securities
and Exchange Commission ("SEC") on August 25, 2006 for the securities underlying
the agreement; however, we requested withdrawal of this statement on October 31,
2006. We intend to file a new SB-2 to register the underlying shares of these
convertible notes and 6 million additional shares once we have cured our
delinquent filings with the SEC. Because the required registration statement was
not effective by the due date, we may be declared to be in default under the
agreement. Further, per the agreement, we are subject to liquidated damages in
the amount of 0.02% of the outstanding principal amount of the notes per month,
payable in cash or common stock, until the registration is effective.
---snip----
EVENTS OF DEFAULT UNDER NOTE AGREEMENTS
The Company has committed various acts which constitute events of default under
its Securities Agreements dated July 25, 2006, and March 15, 2007 (and the notes
thereunder with a total principal balances of $2,060,000). The Company has
received assurance from counsel for the investors that the investors have not
placed the Company in default under the notes and therefore the Company does not
consider itself in default. There can be no assurance that the investors will
not declare a default in the future. Should such notice of default be received
by the Company, its liabilities would increase dramatically due to the
penalties, reset provisions, and other damages specified in the transaction
documents. The increase in liabilities attributed to a notice of default under
the transaction documents could exceed the Company's current market
capitalization and affect negatively on its financial condition by $7-13 million
dollars. The debentures are collateralized by the Company's assets and, in the
event if the Company is unable to repay or restructure these debentures when
required, there is no assurance that the holders of the debentures will not
institute legal proceedings to recover the amounts owed including foreclosure on
the Company's assets.
http://www.sec.gov/Archives/edgar/data/861058/000101968707003589/ingen_10qsb-082107.txt
mAjOr dAmAgE, interesting topic;
TRBY was successful in negotiating with AJW. The CYBL one is fairly cut and dry IMO. CYBL issued the SB-2. Stock price went up. They withdrew the SB-2 and issued another one with the higher PPS and better terms. Stock price went down. SB-2 withdrawn and new one was never issued. PPS declined and CYBL defaults as there is not enough stock available to pay AJW back on $$$ already received. AJW sends default notice. CYBL puts out a revenues PR the same day. CYBL sues with the argument that they did not know what they were signing even though they did it several times. CYBL puts out a PR about Government product sales and PPS skyrockets. Hopefully you can add to this story. Let us know what you find out.
Good luck.
that'll be in the ibox tomorrow. thanks for the link.
Thank you, that's a good start for us.
I wanted to have the ibox updated this weekend, but weather problems prevented me from getting home.
Please do, I'm especially interested in pinkies that I can't find the info from SEC filings.
No, but tell us about it.
Here you go, this should keep you busy.
“AJW Manager, LLC” has been a Signatory for/with the following
95 Registrants:
ACI Global CORP
Actis Global Ventures Inc [ formerly Fem One Inc ]
Addison Davis Diagnostics [ formerly QT 5 Inc ]
Admiralty Holding Co [ formerly Ruby Mining Co ]
Advanced BioPhotonics Inc [ formerly Omnicorder Technologies Inc ]
American Racing Capital/Inc [ formerly Altrimega Health Corp ]
Aquatic Cellulose International Corp
Astrata Group Inc [ formerly Cetalon Corp ]
Aventura Holdings Inc [ formerly Sun Network Group Inc ]
Avitar Inc/DE [ formerly Avitar Technologies Inc ]
Avvaa World Health Care Products Inc [ formerly Sierra Gigante Resources Inc ]
Banyan Corp/OR
Calbatech Inc [ formerly Traffic Technology Inc ]
Cape Systems Group/Inc [ formerly Cape Systems Group/Inc ]
Central Wireless Inc [ formerly Dryden Industries Inc ]
China Premium Lifestyle Enterprise/Inc [ formerly Xact Aid Inc ]
Clickable Enterprises Inc [ formerly Achievement Tec Holdings Inc ]
Collectible Concepts Group Inc
Conectisys Corp [ formerly BDR Industries Inc ]
Cross Atlantic Commodities/Inc
Cyber Defense Systems Inc [ formerly E Citysoftware Inc ]
Cyberlux Corp
DealerAdvance/Inc [ formerly Stronghold Technologies Inc ]
Digital Descriptor Systems Inc
Dynamic Leisure Corp [ formerly Dyneco Corp ]
Edulink Inc
Egpi Firecreek/Inc [ formerly Energy Producers Inc ]
Encompass Holdings/Inc [ formerly Nova Communications Ltd ]
Ep Global Communications Inc [ formerly East Coast Airlines Inc ]
Epicus Communications Group Inc [ formerly Phoenix International Industries Inc/FL ]
Fullcircle Registry Inc [ formerly Excel Publishing Inc ]
Furia Organization Inc/DE
Globalnet Corp [ formerly Idial Networks Inc ]
Golden Patriot Corp [ formerly Boundaries Capital Inc ]
GPS Industries/Inc [ formerly Inforetech Wireless Technology Inc ]
Greens Worldwide Inc [ formerly Sedona Worldwide Inc ]
Healthcare Business Services Groups/Inc [ formerly Winfield Financial Group Inc ]
Ibiz Technology Corp
IGIA/Inc [ formerly Diva Entertainment Inc ]
Infe Human Resources Inc
Ingen Technologies/Inc [ formerly Creative Recycling Technologies Inc ]
Innofone Com Inc
Insynq Inc [ formerly Xcel Management Inc/UT ]
Itronics Inc
Jackson Rivers Co
Juniper Group Inc [ formerly Juniper Features Ltd ]
Kiwa Bio-Tech Products Group Corp [ formerly Tintic Gold Mining Co ]
Luna Technologies International Inc
M Power Entertainment Inc [ formerly GK Intelligent Systems Inc ]
Med Gen Inc
MidMark Capital II/L/P
Midnight Holdings Group Inc [ formerly Redox Technology Corp ]
Millenia Hope Inc
Modern Technology Corp
Monarch Staffing/Inc [ formerly MT Ultimate Healthcare Corp ]
MotivNation/Inc [ formerly Aberdeen Idaho Mining Co ]
Msgi Security Solutions/Inc [ formerly Media Services Group Inc ]
Nayna Networks/Inc [ formerly Rescon Technology Corp ]
New Millennium Capital Partners II LLC
Optigenex Inc [ formerly Vibrant Health International ]
Pacificap Entertainment Holdings Inc [ formerly Cavalcade of Sports Media Inc ]
Palomar Enterprises Inc
Paradigm Medical Industries Inc
Peabodys Coffee Inc/NV [ formerly Mine A Max Corp ]
Peak Entertainment Holdings Inc [ formerly Palladium Communications Inc ]
Pediatric Prosthetics Inc
Positron Corp
Powerlinx Inc [ formerly Seaview Video Technology Inc ]
Protocall Technologies Inc [ formerly Quality Exchange Inc ]
Reclamation Consulting & Applications Inc [ formerly Reclaimation Consulting & Applications Inc ]
RG Global Lifestyles Inc [ formerly Knickerbocker L L Co Inc ]
Roanoke Technology Corp
Rockelle Corp [ formerly Serie Inc ]
Roo Group Inc [ formerly Virilitec Industries Inc ]
Safeguard Security Holdings/Inc
Safetek International Inc
SBD International/Inc [ formerly SiteWorks Building & Development Co ]
Sew Cal Logo Inc
Sharp Holding Corp [ formerly Celebrity Entertainment Group Inc ]
Shearson Financial Network Inc [ formerly Consumer Direct of America ]
SKRM Interactive/Inc [ formerly Skreem Entertainment Corp ]
Skylynx Communications Inc [ formerly Starcom Wireless Networks Inc ]
SportsQuest/Inc [ formerly Air Brook Airport Express Inc ]
Standard Management Corp
Sti Group Inc
Systems Evolution/Inc [ formerly Systems Evolution Inc ]
Torbay Holdings Inc [ formerly Torbay Acquisition Corp ]
Tradequest International Inc [ formerly Ethika Corp ]
Trezac International Corp [ formerly Trezac Corp ]
US Wireless Online Inc [ formerly Cach Foods Inc ]
Valcom/Inc [ formerly Valcom Inc ]
Veridicom International Inc [ formerly Alpha Virtual Inc/CA ]
Wellstar International/Inc
Whos Your Daddy Inc [ formerly Snocone Systems Inc ]
Wi-Fi TV Inc [ formerly Kanakaris Wireless ]
nice Board. I wait for in suspense of the Lawsuite regarding CYBL vs N.I.R
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