Cyber Group Network (fka CGPN)

[XV19]

thanks :)

[Susie924]

I'm not sure I ever knew what the company did or does now. I was able to get out about even on it.

[XV19]

wassup with CGPN? Did they ever make that e-snitch thing, or is it a totally different company now?

[Casprs1]

By: mainlander
12 Oct 2005, 03:16 PM EDT
Msg. 140912 of 140915
(This msg. is a reply to 140908 by mainlander.)
Jump to msg. #
snake (part 2):
Under Section 242 of the Deleware Corporation Law an increase of "Authorized" or a "reverse split" requires an ammendamnet to the Certificate of Incorpoartion(or Charter),, such ammendments require either a "Annual Meeting vote" or a "Solicitation of Proxies" which apparently scott did not elect to do prior to the merger closing. he is doing you longs a favor , imo.
And no,, I did not arrive at this in consultation with Cramer or any other Insider. I may be wrong but I doubt it.
So the "covenant" (Article 8.2) I c/p to you in my last post tells me that a vote will occur sometime after the "merger closing" to increase the "Authorized". It did NOT allow for a reverse-split,, but an increase in the authorized,, to permit the transaction to be consumated to the 89.5% ownership intentions.
CGPN does not require a vote ,, right now to issue "Restricted Convertible Preferreds",, it is in their mandate under the Charter. IMO,, these preferred, although restricted, will have underlying voting privilages and a "post-effective" vote will be no problem for them. These "Preferreds" in and of them selves will not affect the "float" for quite some time unless the "register" them under a "SB-2" or similiar "Registration Statement",,, all of which takes considerable time
So too does the "notice" for a vote(A Schd. 14C or similiar) , plus the actual vote to increase the "Authorized",, something like 30+ days all inclusive I would imagine. The stock then trades as it is and probably after the vote as well, imo.
So "snake",, if you wanted some cash for a portion of your "Restricted Convertible Preferreds"(post-merger) and chose the "PP" exemption(still restricted and NOT free trading) path... at what price would you like the underlying commons to be? .006 like that shyster told you? No. The higher the common share price the more the Preferreds would be worth.
the will exist,, imo,, a window of opportuntity over the next weeks,, perhaps months where the common holders wilkl benefit from the release of "Skystar's" positive earnings financials and any other foreward looking "PRs" and material events of a positive nature(bird stuff,, dunno, maybe).
ALL OF THE ABOVE IN MY OPINION ONLY AND SHOULD BE TAKEN AS SUCH. NO FACTUAL PROMISES ARE INTENDED AND THE RESULTS OF THE MERGER MAY VARY GREATLY WITH MY OPINIONS.
Regards:
Mainlander

[Casprs1]

By: mainlander
12 Oct 2005, 02:49 PM EDT
Msg. 140908 of 140915
Jump to msg. #
Snake_eater:
here is the "key" covenant to the entire "merger agreement":

"8.2 Annual Meeting of Stockholders. CGPN shall use its reasonable best efforts to (a) hold its annual meeting of stockholders as soon as practicable following the Closing of the Acquisition, and (b) put forth, and have its board of directors recommend, a proposal to the stockholders to amend CGPN’s charter in order to increase the authorized number of shares of CGPN common stock to a number sufficient to allow conversion of all CGPN Shares into shares of common stock of CGPN. ". (source: recent 8-K by CGPN, Article 8).

Also "snake" it is important to recognize that under Article 9 (9.6 specifically) that the governing Law under which this merger agreement is authorized is : "The State of Deleware".....this too is important even though they are a "Nevada" registered Corp.

Futhermore,, all shares "issued" under a reverse merger are "Restricted" , unless an exemption from "Registartion" can be relied on. The exemption that I can find is only the resale of the "Preferreds" with thier undelrying "commons" under a "Private Placement" to ,, probably other "bone-fide" investors,, perhaps also Chinese. However,, any "Preferred" shares sold under a "PP" would also be restricted and fall under the Rule 144 selling restrictions.

In other words there should be little concern regarding major dilution by the selling of new shares. The trading float should remain soemwhere as it now is for the near future, imo.

This is called a "Preferred Stock solution" by "M and A" (Mergers and Acquisitions) specialists.
Right now,, there are not sufficent "Authorized" commons to permit the "Acquirers" the requisite 89.5% ownership of all shares outstanding.
Cont'd next post:
Mainlander

[Buckey]

and again today hard selling intio the bid at days end all gains from last few days gonzo as byuyers have taken a break

[Buckey]

LOL looks like someone hammeredthe bid

[Susie924]

I didn't do anything today because of the low volume. It just about tripled during the last 10 minutes and caught me off guard.

[sweetpepperjam]

Slow day trading. Level II was pretty strong towards the end of the day. .016 x .0176... 3 MM's away from .02 on the Ask. Then a few decided to exit near the close of the market. I see that Wang mentioned he exited for a 3 bagger.

I decided to hold out and see how tomorrow plays out. IMO, even with the low volume through out the day the Ask was still shaping up for this to run to the .02 range. Hoping this bounces back up tomorrow.

GL2U

[Susie924]

What just happened the last 10 minutes?

[Buckey]

ah yes Im gonna take another swing at sub penny on GZFX

[growacet]

That doesn't happen til the ratz are leaving the ship

[Casprs1]

I like it as well. I also like the fact that it isn't being pumped all over the boards.

[Buckey]

Nice to see minimal spamming of this one 14.4x16 last at 15 on 4 buys at the ask

[growacet]

Slow and steady, fast and furious...who cares

Gains is gains just hit 'em where they're pitched....it's an otc stock.

[WANG]

LOL..Yeah you are right !! I need to get some rest!! LOL
oh boy

[Susie924]

OT

Game 2: at LAA - Preview
Wed, Oct 5 - 10:05 pm EDT
TV: ESPN
C. Wang vs. J. Lackey

[Susie924]

Sounds like a plan!

[Casprs1]

Would love to have one of them ones that come out with some major news and it shoots up to xxxx.xx you name the price. LOL

[WANG]

[Casprs1]

Yup... don't miss the bus. LOL

[Susie924]

Fingers are crossed!

[WANG]

uhmm...am I ?

[Casprs1]

Be very well thanks.... CGPN has been on a few scans for about 2 weeks. If the Chinese things go through by the 11th this could be a winner. : )

[Susie924]

I'm good and you?

CGPN came up in a scan again tonight. Hopefully that's a good thing!

[Susie924]

Aren't you pitching for the Yankees tonight?????

Get some rest!

[Casprs1]

Hey Susie... how u be?

[WANG]

LOL...hello Susie

[WANG]

DITTO! forget the gap...nice and slow!

[Susie924]

Hey now!

[WANG]

we traders change our mind 100x more than women!!!!!

ha!!

CGPN..looking mighty goooood!

[Capt_Nemo]

Their pretty stout over there buckey hehe

[Capt_Nemo]

Thanks caspers!!!!!! and weeeeeeeeeeee I won't order that spendy chit till you give me the OK!!!!!!!!Just found out, I might have this whole month off, Not sure I will know what to do haaaaaaaaa

[Buckey]

and only 3 Million shares traded to get it there. to HOY close. Id say that is good. Cheers trying to catch the KID's first NHL game ever ( Sidney Crosby ). The irony is that the Russian rookie may actually be better

[Buckey]

actually the way it has moved the last few days I would not even expect much of a gap but be just as happy with a continued slow upward movement

[Casprs1]

Hey now... you better thank me dude! BTW, still working on the wife and if this goes gang busters it's a done deal. : )

[Casprs1]

It's already gapped.... just before the close it went to .0123x.0124 Going to be a nice week.

[Casprs1]

Welcome aboard Buck.... I'm a relative newbie to CGPN but this has potential IMO

[Capt_Nemo]

Yes it is HOY buckey!!! sumpin is up!! thansk man!!!

[growacet]

I'm betting she gaps up at the open tomorrow....

1 PR sent it to almost 2 cents back on Sept. 21....another would be nice

[Buckey]

CGPM looks good IMHO - up on low volume to as best as I can figure the highest close of the tyear

[Casprs1]

Definately interesting.... the r/m is suppose to close by next Tue so I'm guessing it's going to be an interesting week. Could be a strong runner.

[growacet]

Not only women....

Guys can change their minds too....looking very interesting again.

[growacet]

I'm out of CGPN now...but thanks

[Capt_Nemo]

Could be a nice run up??

[Casprs1]

My first R/M play.... seen quite a few but never been in one.... Oct 11th is suppose to be the date so this will be interesting.

[Capt_Nemo]

Good, I be watchin caspers, Good job!!!

[Casprs1]

Updated CGPN board if you're interested.....

[Casprs1]

CGPN... now that things are heating up the board is updated....

[Capt_Nemo]

Thats the way it looks ledrog!!!