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thx. md. I really appreciate it?
Will be looking into Dabbs, haven't forgot.
CSHD, AJW, SABRA DABBS, ... can anyone please show me a direct connection between Sabra Dabbs and Corey Ribotsky or 1 of his companies...AJW, N.I.R., Millenium, etc...
tia
I agree. Then he runs them into the ground where they have nothing left to do but change their name and "TRY" to get a fresh start but by then it's too late!
I suspect you are correct sir
Nice list, but Corey Ribotsky's crime is that he invests in clear scams and businesses that won't last. While he doesn't make them change their names, he does take a deliberate indifference with respect to what he invests in. Once the contract is signed, he doesn't care if it turns into a lemonade stand -- so long as he can print shares.
Unbelievable!! Almost ALL Corey's companies have had to change their name after he crushes them...
Corey S. Ribotsky” has been a Signatory for/with the following 77 Registrants:
* Actis Global Ventures Inc [ formerly Fem One Inc ]
* Admiralty Holding Co [ formerly Ruby Mining Co ]
* Advanced BioPhotonics Inc [ formerly Omnicorder Technologies Inc ]
* Airtech International Group Inc [ formerly Interactive Technologies Corp Inc ]
* Ajw Partners LLC
* Allied Security Innovations/Inc [ formerly Digital Descriptor Systems Inc ]
* Antares Pharma Inc [ formerly Antares Pharma Inc/MN ]
* 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 ]
* Cape Systems Group/Inc [ formerly Cape Systems Group/Inc ]
* Central Utilities Production Corp [ formerly Accord Advanced Technologies Inc ]
* Central Wireless Inc [ formerly Dryden Industries 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 ]
* Dynamic Leisure Corp [ formerly Dyneco Corp ]
* eDOORWAYS CORP [ formerly M Power Entertainment Inc ]
* Edulink Inc
* Egpi Firecreek/Inc [ formerly Energy Producers Inc ]
* Encompass Holdings/Inc [ formerly Nova Communications Ltd ]
* Energy Vision International/Inc [ formerly Demarco Energy Systems of America Inc ]
* Epicus Communications Group Inc [ formerly Phoenix International Industries Inc/FL ]
* Furia Organization Inc/DE
* Golden Patriot Corp [ formerly Boundaries Capital Inc ]
* Grant Life Sciences/Inc [ formerly Grant Ventures 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 ]
* Ingen Technologies/Inc [ formerly Creative Recycling Technologies Inc ]
* Innofone Com Inc
* Insynq Inc [ formerly Xcel Management Inc/UT ]
* Itronics Inc
* Juniper Group Inc [ formerly Juniper Features Ltd ]
* Luna Technologies International Inc
* Med Gen Inc
* 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 ]
* Netstaff Inc/IN [ formerly Mas Acquisition VIII Corp ]
* New Millennium Capital Partners II LLC
* Pacificap Entertainment Holdings Inc [ formerly Cavalcade of Sports Media Inc ]
* Palomar Enterprises Inc
* Paradigm Medical Industries Inc
* Peak Entertainment Holdings Inc [ formerly Palladium Communications Inc ]
* Pediatric Prosthetics Inc
* Protocall Technologies Inc [ formerly Quality Exchange Inc ]
* Reclamation Consulting & Applications Inc [ formerly Reclaimation Consulting & Applications Inc ]
* Ribotsky Corey [ Owner - Clickable Enterprises Inc ]
* Roanoke Technology Corp
* Roo Group Inc [ formerly Virilitec Industries Inc ]
* Safetek International Inc
* Sharp Holding Corp [ formerly Celebrity Entertainment Group Inc ]
* Sitestar Corp
* Skylynx Communications Inc [ formerly Starcom Wireless Networks Inc ]
* Sutura/Inc [ formerly Technology Visions Group Inc ]
* Tradequest International Inc [ formerly Ethika Corp ]
* Trezac International Corp [ formerly Trezac Corp ]
* Univec Inc
* Universe2u Inc [ formerly Paxton Mining Corp ]
* US Wireless Online Inc [ formerly Cach Foods Inc ]
* Valcom/Inc [ formerly Valcom Inc ]
* Veridicom International Inc [ formerly Alpha Virtual Inc/CA ]
* Vital Living Products Inc
* Wellstar International/Inc
* Whos Your Daddy Inc [ formerly Snocone Systems Inc ]
* Wi-Fi TV Inc [ formerly Kanakaris Wireless ]
“Corey S. Ribotsky” has/had a Signatory interest in the following 8 Registrants:
* Allied Security Innovations/Inc [ formerly Digital Descriptor Systems Inc ]
* Aventura Holdings Inc [ formerly Sun Network Group Inc ]
* Clickable Enterprises Inc [ formerly Achievement Tec Holdings Inc ]
* Collectible Concepts Group Inc
* Financial Systems Group Inc
* New Rock Technologies Inc
* Sitestar Corp
* Uncommon Media Group Inc [ formerly Ijc Ventures Corp ]
------------------------------------------------------------------
I KNOW THERE ARE MORE OUT THERE BUT THIS ALONE IS INCREDIBLE!
Extremely worse!!!
LOL, I think this reality is worse.
that would be interesting....I always check filings on any pennies I flip, to make sure he's NOT involved
yeah... you should! ...go watch it with Corey!
for some odd reason, everytime I pass this board, I feel like watching "Boiler Room"
It's hard, every time I start compiling my list, pictures of his Ferrari cross my mind and I wreck.
I did just update the IBOX with a list of his funds.
slacker!! LOL
MD...do you have the list ready yet?
We are interested in all of Corey Ribotsky's downward spiral programs. I'll add the other entities you located to the ibox.
major, are you just focused on AJW Offshore, or all the Ribotsky offshoots?
From a 2006 Rescon Tech SEC filing:
The selling stockholders are affiliates of each other because they are under common control. AJW Partners, LLC is a private investment fund that is owned by its investors and managed by SMS Group, LLC. SMS Group, LLC, of which Mr. Corey S. Ribotsky is the fund manager, has voting and investment control over the shares listed below owned by AJW Partners, LLC. AJW Offshore, Ltd., formerly known as AJW/New Millennium Offshore, Ltd., is a private investment fund that is owned by its investors and managed by First Street Manager II, LLC. First Street Manager II, LLC, of which Mr. Cory S. Ribotsky is the fund manager, has voting and investment control over the shares listed below owned by AJW Offshore, Ltd. AJW Qualified Investment Partners, LLC, formerly known as Pegasus Capital Partners, LLC, is a private investment fund that is owned by its investors and managed by AJW Manager, LLC. AJW Manger, LLC, of which Mr. Corey S. Ribotsky and Mr. Lloyd A. Groveman are the fund managers, has voting and investment control over the shares listed below owned by AJW Qualified Partners, LLC. New Millennium Capital Partners II, LLC, is a private investment fund that is owned by its investors and managed by First Street Manager II, LLC. First Street Manager II, LLC, of which Mr. Corey S. Ribotsky is the fund manager, has voting and investment control over the shares listed below owned by New Millennium Capital Partners II, LLC. We have been notified by the selling stockholders that they are not broker-dealers or affiliates of broker-dealers and that they believe that they are not required to be broker-dealers.
FROM NCVT board courtesy of lottoplayerslair:
Posted by: lottoplayerslair
In reply to: PRXT70000ft who wrote msg# 15130 Date:1/4/2008 11:18:56 PM
Post #of 15137
STOCKGATE TODAY
A newsletter reporting the issues of Securities Fraud
SEC Botches Another Case – January 3, 2008
David Patch
Federal Agencies typically try their best to not air dirty laundry but for the Securities and Exchange Commission the task is becoming rather difficult.
For the second time in barely 2 months the SEC has lost a case in federal court regarding illegal short sales associated with a Private Placement in Public Entity (PIPE) offering.
To start the New Year a federal judge in Manhattan threw out, with prejudice, the SEC's case against Gyrphon Partners brought forth by the Division of Enforcement. The SEC's case alleged that between 2001 and 2004 Gryphon Partners had defrauded PIPE issuers and violated securities-registration rules by shorting shares ahead of a PIPE placement and later covering their short position with the shares received in that placement.
Gryphon, on the other hand, contested that they legally "naked short" the stock through Canada where the US laws pertaining to a stock locate and borrow did not exist.
Apparently the federal judge has agreed with Gryphon and has terminated the SEC's case on those charges. The US Judge finding that the SEC based its claim on agency materials with "negligible support" for its view of the short sale regulations and that it quoted "selectively" and "misleadingly" from one of them to support their case. The judge allowed the charges of insider trading relative to those short sale trades to remain however.
It was last October that a federal judge in North Carolina dismissed the SEC's case against John Mangan for similar short sale activities in 2001 involving a PIPE deal with a small Maryland based Security and Protection company called Compudyne.
Why the difficulty in bringing enforcement cases of this nature to fruition?
Consider first that the loophole used by Gryphon Partners was no secret to those that commit this type of fraud. In 2000 the NASD recognized the loophole identified where shorts executed through Canada would fail settlement to the US purchasers of those trades. Unlike the US where a locate to borrow was required prior to the execution of a short sale, Canada had no such rules and thus allowed for short sales to trade without an equity share backing the trade.
In the exact years that Gryphon Partners was trading through the use of this loophole the SEC sat on the NASD proposed rule change to NASD Rule 3370. It was not until October 2003 that the SEC approved the NASD proposal with a delayed incorporation date of April 2004. By June 2004 the rule became obsolete under the SEC's newly released Regulation SHO.
The SEC has also had difficulties recognizing the damage the illegal short sale can have on the investing public and public issuer.
According to records, as early as 1995 the SEC, working with the federal agencies, provided immunity to short seller Anthony Elgindy for taking bribes to manipulate securities while working for boiler room operations. Instead of prosecution Elgindy was enlisted as an informant to aid the authorities on the identification of and enforcement against pump and dump operations.
As the SEC followed Elgindy's leads Elgindy continued to engage in illegal activities and was soon arrested by the federal authorities in May 2003 on charges of stock fraud, manipulation, and racketeering. Elgindy was using a private pay web site he set up to disseminate illegal information obtained and to enlist a group trading strategy to manipulate markets. Elgindy was later sentenced in 2006 to 9 years in a federal prison for his illegal acts.
Similarly John Fiero, with links to organized crime, money laundering, and short sale fraud was also an informant of securities regulators after being found guilty of fraud and manipulation.
In 1995 John Fiero colluded to drive down the price of 10 Nasdaq securities underwritten by now-defunct Hanover Sterling & Co. through illegal short selling of those securities. In 1998 the NASD brought Fiero up on enforcement charges and in January 2001 barred Fiero, fined him $1 Million, and expelled his firm Fiero Brothers (FSCO) from the industry.
But on October 1, 2001 Elgindy posted on his private web site, where Fiero was a paying member that “the NASD which barred and banned FSCO and fined him 1,000,000 bucks, gave him machines and room to trade from at their offices."
So Elgindy takes bribes to manipulate markets and is given immunity to become an informant and John Fiero illegally shorts stocks, puts a brokerage house Hanover Sterling out of business along with the clearing firm Adler Coleman and the NASD is setting him up an office in their facility.
Who were Fiero's working associates, beyond Elgindy that is?
In September 2000 Richard H. Walker SEC's Director, Division of Enforcement testified before a House subcommittee about the involvement of Organized Crime on Wall Street. Walked specifically addressed Hanover Sterling stating "In May 1997, a FBI sting operation led to charges by the U.S. Attorney for the Eastern District of New York against Louis Malpeso, Jr., a reported Colombo crime family associate, for conspiring to commit securities fraud. The indictment alleged that Malpeso conspired with stock broker Joseph DiBella and Robert Cattogio, one of the heads of the Hanover Sterling brokerage firm, to inflate the price of a penny stock."
Hanover Sterling was a mobbed up brokerage and the firm Fiero executed his illegal trades through.
Could it be any clearer why the SEC couldn't get this issue straight in 2000 when the NASD first presented it and in 2008 as reforms continue to lack teeth?
Will the SEC learn from their mistakes and draft rule making that is less ambiguous and more straightforward? Not likely.
Present reforms to the latest short sale loophole, the Options Market Making exemption, has been out for public comment for near 18 months now covering two separate comment sessions. The SEC's offerings, beside the straightforward elimination, would require extensive tracking and complicated auditing to identify areas of abuse. The result will be more confusion, reason to claim ignorance when violations are identified, and compliance violation levels of enforcement instead of the premeditated fraud actions.
And this is exactly how the SEC likes it.
In October 2007, during a Q&A at the PIPES conference held in New York City by DealFlow Media, David Markowitz SEC's New York Bureau Asst. Director of Enforcement informed the audience of PIPE players that there were no strict guidelines on when a trade was legal or illegal relative to a PIPE contract. Markowitz claiming, each case needed to be looked at as a case-by-case basis relative to the circumstances surrounding the trading.
It was clear in an interview I had with Markowitz afterwards that the attorney was out of touch with the audience reactions to his case-by-case, attorney-by-attorney responses. Markowitz fully believed that the audience was in full understanding of the laws and the consistent application of the laws.
Since that speech two separate SEC cases for illegal PIPE trading practices have been tanked by two separate US Federal Judges who believe the SEC interpretations of the law do not comply with the interpretations as understood by the plaintiff nor the judge.
I suggest the SEC print up more get out of jail free cards to the crooks and criminals. The agency should stick to the small compliance violations that yield little resistance. Anything bigger than that and the SEC attorney's are outclassed and out lawyered by people who take this game much more seriously. Should they take me up on my suggestion there will be no need to worry, the collateral damage that will ensue are generally the ones that don't carry a voice in the markets anyway, they being be the silent retail investors and small business issuers.
For more on this issue please visit the Host site at www.investigatethesec.com
Copyright 2008
2005 message from http://www.kycnews.com/message_board_detail.asp?id=14620&page=1
Re: Owen Naccarato - Glenn Arbeitman and Corey Ribotsky
By Will It Ever Stop? on 1/22/2005 8:50:40 PM
E-mail: nospam@nospam.com
This guy should be known as "The Plumber" for all the off-shore convertible PIPEs he's connected to!
Here's a list of companies he's been involved with. Many of them also have involvement with a rogue's gallery of offshorters (Alpha Capital, Anstalt, AMRO, Balmore, Camden, Celeste, Domino, Filter, Longview, Roseworth, Standard Resources, etc.)
AMANDA CO INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=0001000266&filenum=&State=&SIC=&owner=include&action=getcompany
AQUATIC CELLULOSE INT'L
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=0001081242&filenum=&State=&SIC=&owner=include&action=getcompany
ARMITEC INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=000723619&filenum=&State=&SIC=&owner=include&action=getcompany
BRAVO FOODS INT'L
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=0001061029&filenum=&State=&SIC=&owner=include&action=getcompany
CALYPTE BIOMEDICAL CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=000899426&filenum=&State=&SIC=&owner=include&action=getcompany
COMPUTERIZED THERMAL
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1021853&filenum=&State=&SIC=&owner=include&action=getcompany
CORRIDOR COMMUNICATIONS
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1069389&filenum=&State=&SIC=&owner=include&action=getcompany
DALRADA FINANCIAL CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=000725394&filenum=&State=&SIC=&owner=include&action=getcompany
DATASCENSION INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=000795824&filenum=&State=&SIC=&owner=include&action=getcompany
DIAMOND ENTERTAINMENT CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=000847420&filenum=&State=&SIC=&owner=include&action=getcompany
DIGITAL DESCRIPTOR SYS
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=000927454&filenum=&State=&SIC=&owner=include&action=getcompany
EDGETECH SERVICES INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1088211&filenum=&State=&SIC=&owner=include&action=getcompany
ESYNCH CORP/CA
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=859915&filenum=&State=&SIC=&owner=include&action=getcompany
FAMILY ROOM ENTERTAINMENT
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=49444&filenum=&State=&SIC=&owner=include&action=getcompany
FINANCIALCONTENT INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1100360&filenum=&State=&SIC=&owner=include&action=getcompany
GREENLAND CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=852127&filenum=&State=&SIC=&owner=include&action=getcompany
I2CORP COM
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1096025&filenum=&State=&SIC=&owner=include&action=getcompany
INVESTCO INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1075907&filenum=&State=&SIC=&owner=include&action=getcompany
KAIRE HOLDINGS INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=822997&filenum=&State=&SIC=&owner=include&action=getcompany
KANAKARIS WIRELESS
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1066624&filenum=&State=&SIC=&owner=include&action=getcompany
MILLENNIUM PLASTICS CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=8504&filenum=&State=&SIC=&owner=include&action=getcompany
N U PIZZA HOLDING CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=879124&filenum=&State=&SIC=&owner=include&action=getcompany
OBJECTSOFT CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=896145&filenum=&State=&SIC=&owner=include&action=getcompany
ORDERPRO LOGISTICS INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1116884&filenum=&State=&SIC=&owner=include&action=getcompany
REDOX TECHNOLOGY CORP
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=833083&filenum=&State=&SIC=&owner=include&action=getcompany
STEREO VISION ENTERTAINMENT
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1099814&filenum=&State=&SIC=&owner=include&action=getcompany
THINKPATH INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1070630&filenum=&State=&SIC=&owner=include&action=getcompany
ULTRA MOTORCYCLE CO
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=805907&filenum=&State=&SIC=&owner=include&action=getcompany
VICTOR INDUSTRIES INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1056598&filenum=&State=&SIC=&owner=include&action=getcompany
WARNING MODEL MANAGEMENT
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=1052706&filenum=&State=&SIC=&owner=include&action=getcompany
WASATCH PHARMACEUTICAL INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=37848&filenum=&State=&SIC=&owner=include&action=getcompany
XECHEM INTERNATIONAL INC
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=919611&filenum=&State=&SIC=&owner=include&action=getcompany
Please advise me of blatant scams that Corey Ribotsky financed. I need a list, gotta check it twice, and find out which companies he knew were naughty not nice.
"MBI: Announces $1B PIPE; Common @ $31.00/Share + Warrants"
SHORT THE SHIT OUT OF IT!!!
Message from Lottoplayerslair:
OT:SOMEBODY REPOST THIS IN THE COREY RIBOTZKY MESSAGE BOARD.
Corey Ribotsky's N.I.R. Group AJW Funds Downward Spiral Convertible Notes (LOSE)
REPOST THIS ON THE ABOVE BOARD
PIPE FLOW
KAD: Filed New Form 424B2, Rule 424-b2 Prospectus
PHPG: Filed New Form POS AM, Post-Effective Registration Amend
ARE: Filed New Form 424B7, Rule 424-b7 Prospectus
MBI: Announces $1B PIPE; Common @ $31.00/Share + Warrants
EROC: Filed New Form S-1/A, Basic Registration Statement
ENEI: Filed New Form 424B3, Rule 424-b3 Prospectus
PRU: Filed New Form 424B3, Rule 424-b3 Prospectus
FMFK: Closes $2M PIPE; Convertible Promissory Note
UGSI: Closes $12.5M PIPE; Common @ $0.22 Per Share
CAGC: Filed New Form 424B3, Rule 424-b3 Prospectus
CAPS: Closes $4.7M PIPE; Conv Preferred + Warrants
OISI: Filed New Form 424B3, Rule 424-b3 Prospectus
TITAF: Closes $1.275M PIPE; Common @ $0.42/Share + Warrants
GWDC: Filed New Form 424B3, Rule 424-b3 Prospectus
XCHC: Closes $1.8M PIPE; Convertible Notes + Warrants
ICBM: Signs MOU for $12.5M Equity Investment
CPSO: Filed New Form 424B3, Rule 424-b3 Prospectus
GORX: Filed New Form 424B3, Rule 424-b3 Prospectus
NSMSF: Announces Intention to Raise $1.5M
CAPS: $4.7M Private Placement of Preferred Shares
FNVRF: Announces Financing and Restructures the BoD
UGSI: Completes $12.5M Private Placement
HLOSF: Increases the Size of Private Placement from $2M to $3.6M
XCHC: Closes $3.6M Financing
TITAF: Closes $1.2M Private Placement of Units
FGOC: Filed New Form SB-2/A, SB ‘Shares for Cash’ Registration
MCVI: Filed New Form 424B3, Rule 424-b3 Prospectus
CFW: PIPE-Related Registration Statement Declared Effective
API: PIPE-Related Registration Statement Declared Effective
CAGC: PIPE-Related Registration Statement Declared Effective
GWDC: PIPE-Related Registration Statement Declared Effective
GORX: PIPE-Related Registration Statement Declared Effective
WTVN: PIPE COREY RIBOTZKY
-----------------------------------------------------------------------------
Here's a message about PFMS's SB-2 with Corey Ribotsky being the beneficiary.
http://investorshub.advfn.com/boards/read_msg.asp?message_id=25150947
Trying to warn them but we now how that always goes over on the momo stocks.
I thought I was a tool. Didn't you tell me that once? Tell me why the Ribotsky notes won't hurt this company.
Anyone buying into a Corey Ribotsky PIPE should think twice. The NIR Group is like gravity, always bringing things down to the ground.
You are a tool chartlan.
DLAV.. it's a Corey PIPE.. big pump going on right now and lots of "promoters" touting it right now.
I am sure of 1 thing!
it means more dilution!!!!
seems to me it is showing CYDF was trying to get around having to payout the conversion shares and not having to give out all those dividend shares. I'm not really sure ...but it looks like they were being proactive but Cory (nir) was not going to cut them any slack whatsoever.
I am not sure I understand exactly what that says, but it's pretty interesting stuff. At least they're doing it legally through an SB-2, unlike Corey's demands for conversions when he's a control person and has non-public information.
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=5313784
Date of Report: December 3, 2007
Item 8.01 Other Events
On October 22, 2007, Cyber Defense Systems, Inc. (the “Registrant”) and its wholly owned subsidiary Techsphere Systems International, Inc. (“TSI”) issued a press release a copy of the press release is attached hereto as Exhibit 99.1. relating to the proposed dividend and spin out of Techsphere shares, that stated until the SB 2 is effective for Techsphere no new shares of Cyber Defense will be issued in street name eliminating any further dilution to the current public float. The record date only applied to Cyber Defense stock registered with the company's transfer agent. Stock in street name which is purchased in the open market will be eligible to receive the dividend up to the ex-dividend date. The total shares issued and outstanding which are eligible for the dividend were at that time approximately 121,441,014 and Techsphere was expected to have approximately 30,360,253 shares issued and outstanding following the payment of the dividend and these shares will distributed to the Cyber Defense shareholders in a ratio of one Techsphere share for every four Cyber shares held.
Techsphere still intends to file a registration statement with the U.S. Securities and Exchange Commission to cover the payment of the Cyber Defense dividend and the redistribution of its shares by Proxity, Inc. The effective date of the registration statement and the subsequent payment date of the dividend still cannot be estimated at this time.
Because this action in effect creates a condition of default with the N.I.R. Group the Registrant was informed that it would have to continue to honor conversion into its shares to pay down the debt of N.I. R. Group. The board voted to revise the original spin out plan and the Registrant agreed it will honor these conversions on a timely basis and maintain the original disclosed ratio, based on the total outstanding shares on the dividend date of one share of Techsphere for every four shares of Cyber Defense owned. The Registrant also is exploring options to redeem the outstanding N.I.R. Group debt. Until the ex dividend date, all shares of the Registrant purchased in the open market will receive the proposed dividend. The Registrant cannot estimate at this time the total number of shares that will be outstanding and paid out in the dividend until the ex date is set.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following document is included as an exhibit to the Form 8-K.
Exhibit
Number Description
99.1 Press release issued by Cyber Defense, Inc., dated October 22, 2007, entitled “Cyber
Defense Announces Details of then Techsphere Dividend Spin Out and Proxity, Inc.
Announces it will Dividend Out its Shares In Techsphere and Cyber”
Underwriting policies changed-- what he kept financing fraudsters and RICOs? Now what's he want to finance, real companies? LOL.
UNDERSTATEMENT!
YOU CAN SAY THAT AGAIN!!!
September 10, 2007
EXCERPTS FROM PREVIOUS POST...
“The amount of companies looking for PIPE financing or PIPE-like financing has increased somewhat as other secondary and follow-on offerings have been stalled on Wall Street,” said Corey Ribotsky of NIR Group, an investor in PIPEs.
Mr. Ribotsky of NIR Group said his firm looks at 1,200 to 1,500 companies seeking PIPE financing each year. NIR did about 50 transactions in 2006 and 68 already this year.
But pricing terms have also tightened. “The pricing on some deals has definitely changed, and underwriting standards of certain investors have sharpened,” Mr. Ribotsky said, adding that his firm’s investments have been fine but that “some deals have been impacted” at competitors, although he declined to comment further.
" . . . since the deals put them <shareholders> at something of a disadvantage to a PIPE’s owners.
understatment of the decade...
"The PIPEs are smoking again"[/B]
Debt strain unclogs PIPEs
Bank of America’s $2 billion investment in Countrywide marks the return of private investments in public equity
By Marine Cole
September 10, 2007
The PIPEs are smoking again. With the cost of credit rising, companies struggling to raise cash in either the debt or equity markets have been increasingly looking for alternative financing through private investments in public equity, also known as PIPEs, turbocharging an already booming market.
While the pricing terms for PIPEs may have tightened for some companies over the summer, most of those seeking funding are still able to rely on abundant cash from investors, typically private equity firms and hedge funds.
“When debt is cut off as a financing option, it certainly opens the door for PIPEs,” said Robert Kyle, executive vice president of Sagient Research Systems, a provider of research and data on the PIPE market. “It’s hard to price debt right now.”
For mortgage-related companies, which have been hit hard by losses in subprime loans, and for some small-cap companies, access to bank loans has become more difficult too, and repercussions from the credit turmoil have spilled over into the equity market. “The amount of companies looking for PIPE financing or PIPE-like financing has increased somewhat as other secondary and follow-on offerings have been stalled on Wall Street,” said Corey Ribotsky of NIR Group, an investor in PIPEs.
The most visible, if unacknowledged, PIPE transaction this year took place less than three weeks ago: Bank of America’s $2 billion investment in convertible preferreds of mortgage lender Countrywide Financial on Aug. 22. The deal, in which Bank of America bought preferred stock that can be converted into common shares at $18 and in the meantime yields 7.25% annually, was struck as Countrywide’s access to capital was being squeezed and rumors began to fly that it might have to file for bankruptcy.
Enlarge
To be sure, Bank of America’s investment isn’t a typical PIPE transaction. Companies commonly raised an average of $20 million in PIPE financing in 2006, and the typical PIPE candidate has a market capitalization under $1 billion, far from Countrywide’s $12 billion or so. But the transaction clearly shows that the PIPE market is soaring.
U.S. corporations have raised more than $35 billion using PIPEs so far this year, already surpassing last year’s $28.3 billion, according to Sagient Research. Mr. Kyle said he anticipates the total for the year could reach just under $50 billion. The average size of transactions has mushroomed too, doubling to about $40 billion so far this year over 2006.
Mr. Ribotsky of NIR Group said his firm looks at 1,200 to 1,500 companies seeking PIPE financing each year. NIR did about 50 transactions in 2006 and 68 already this year.
Still, financial executives should be aware that PIPEs aren’t without risk. Existing shareholders could sell a company’s securities if they know a PIPE is pending, since the deals put them at something of a disadvantage to a PIPE’s owners. CFOs should also remember that PIPE investors could be looking to sell their stock short. At the very least, they’ll want to avoid deals that require them to issue more stock as the price falls. But most new deals are considered less risky than the ones that gave PIPEs a bad name in the late 1990s, thanks in part to the Securities and Exchange Commission’s efforts to curtail short-selling abuses.
“People are getting more comfortable with the PIPE structure,” Mr. Kyle said. “The secondary offering process is more cumbersome.”
But pricing terms have also tightened. “The pricing on some deals has definitely changed, and underwriting standards of certain investors have sharpened,” Mr. Ribotsky said, adding that his firm’s investments have been fine but that “some deals have been impacted” at competitors, although he declined to comment further.
Although the PIPE market has become more competitive, financial executives looking to raise PIPE financing will still find firms willing to invest.
Hedge funds and private equity shops, typical PIPE investors, have been raising large sums of money in the past couple of years, and as opportunities to invest in leveraged buyouts and high-yield bonds and loans have dried up, they will have to find other places to invest. PIPEs are an obvious target.
“There’s a lot of money out there,” said Steven Siesser, chairman of the specialty finance group at law firm Lowenstein Sandler. “The money still out there needs to be put to work. That’s their only choice,” he added, referring to PIPEs.
http://financialweek.com/apps/pbcs.dll/article?AID=/20070910/REG/70907014/1036
Excellent doc. retrieval work MD.
thanks for the updates...we are watching!
NETCO INVESTMENTS Case
http://clerkofcourt.info/NCVT/2007-11-13.Opening_Brief.pdf
UPDATED CYBERLUX DOCUMENTS
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
Reply memorandum in support of motion to dismiss filed by AJW
http://clerkofcourt.info/CYBL/2007-11-04.Reply_Memo_by_AJW.pdf
Reply Post Declaration filed by AJW
http://clerkofcourt.info/CYBL/2007-11-04.Reply_Post_Dec.pdf
RELATED STATE COURT LAWSUIT FILED AGAINST CYBERLUX BY AJW
Lawsuit filed in State Court (NOTE: This was removed to federal court by Cyberlux)
http://clerkofcourt.info/CYBL/2007-09-18.State_Court_Lawsuit_Against_Cyberlux_by_AJW.pdf
AJW's reply in support of its request to remand the case to state court
http://clerkofcourt.info/CYBL/2007-10-20.AJW_Reply_in_Support_Remand_to_State_Court.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
md. can you give us an overveiw till i have time to read the complet doc.?
A bit rambling, IMHO, but... related to Corey in the Netco NCVT matter
http://clerkofcourt.info/NCVT/2007-11-13.Opening_Brief.pdf
If it's up, he's not having a big day. He bidwhacks and brings it down so he can convert more at the lowest price of the week. Although I must say if he has a convertible at 25% of the lowest price, and the stock fluctuates say between .01 and .05, he makes a killing picking up stocks he can sell at .05 for .0025. Gotta love the guy.
Your buddy is having a big day with EPGL, up 100% on heavy volume.
http://investorshub.advfn.com/boards/read_msg.asp?message_id=24540764
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