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On my L2 I noticed transaction under new ticker NCMV :
0.13 100 9.52:11
As shares are not delivered trough TA where thos one come from ?
in my account they are still under GWRX.
Glad I was able to keep picking up cheapies now the fun begins.
Sure, it should start trading under NCMV tomorrow but I've seen these things take up to a few days. I'm expecting a PR and or filings sometime after the name change. We can all keep posting here, I'll change the board name after the symbol changes in my account.
Zen, thanks for the info. Since the change is dated 5/27 I'm assuming this starts trading under the new symbol tomorrow even though minus a PR I'm wondering a bit? BTW, are you going to start a new NCMV board or just continue posting here?
so here we go for the ride.any filings out yet ?
No reverse split, new symbol NCMV:
13:25 5/27/2010 GWRX Geoworks Corporation Common Stock NCMV NCM Services Inc. Common Stock
http://www.otcbb.com/asp/dailylist_detail.asp?mkt_ctg=ALL&d=05/26/2010
thanks for chart zen.Summer is coming ?
Welcome aboard.
took a 'tiny tiny' taste today.. wanted more but keep getting outbid.. so i just tapped the ask a little
may add it bid starts getting action
Yes, I believe so.
That means 10K and 10Q for period 2005-2010 , or is there something more ?
SEC EDGAR filings. They will have to be updated and current when Schwarz launches this rocket.
zen, what filings exactly we're talking about.please explain.thanks.
"it's possible they're working on them now and will release them all at once" My thoughts exactly. I doubt Schwarz will tip his hand before the CUSIP and symbol change. Then again.....
wouldn't you think if a hedge fund was going public it'd have current filings and be ready to go?
i guess it's possible they're working on them now and will release them all at once......
Yes, I'm quite sure:
PROPOSAL 3
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO RESTRICT CERTAIN ACQUISITIONS
OF OUR SECURITIES IN ORDER TO HELP ASSURE THE PRESERVATION OF OUR TAX NET
OPERATING LOSS CARRYFORWARDS
INTRODUCTION
For the taxable year beginning April 1, 2003, the Company had available tax
operating loss carryforwards ("NOLs") of approximately $122.9 million to offset
taxable income recognized by the Company in the future. NOLs benefit the Company
by offsetting taxable income dollar-for-dollar by the amount of the NOLs,
thereby eliminating (subject to a relatively minor alternative minimum tax) the
federal corporate tax on such income. The benefit of the NOLs can be reduced or
eliminated if the Company undergoes an "ownership change" (as described below)
through transfers of stock by which stockholders or groups of stockholders, each
of whom owns at least 5% of the Company's stock, increase their ownership of the
Company's stock by more than 50 percentage points within a three year period.
The Board of Directors believes the best interests of the Company and its
stockholders will be served by adopting provisions (the "Transfer Restrictions")
in its Certificate of Incorporation that are designed to restrict direct and
indirect transfers of the Company's equity securities if the effect would be to
increase the ownership of stock by any person to 4.9% or more of the Company's
stock, would increase the percentage of stock owned by a person owning 4.9% or
more of the Company's stock or would create a new public group, whose ownership
of the Company's stock could give rise to an "ownership change". The Transfer
Restrictions will not, however, be applicable to the stock owned by any existing
5-percent stockholder (within the meaning of Section 382 of the Internal Revenue
Code of 1986, as amended (the "Code")), other than any direct public group, on
the date the Transfer Restrictions become effective, and do not apply to sales
of stock in the market by holders of less than 4.9% of the Company's stock to
persons who, taking the purchase into account, own less than 4.9% of the
Company's stock.
The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote thereon is required for approval of an amendment to the
Company's Certificate of Incorporation. The Transfer Restrictions would be
adopted as an amendment to the Certificate of Incorporation of the Company as
Article Ninth. STOCKHOLDERS ARE URGED TO READ CAREFULLY THE ACCOMPANYING EXHIBIT
A WHICH SETS FORTH THE TRANSFER RESTRICTIONS. The Transfer Restrictions have
been approved by the Board. The discussion set forth below is qualified in its
entirety by reference to the accompanying Exhibit A.
PURPOSE OF THE TRANSFER RESTRICTIONS
The Transfer Restrictions are designed to restrict direct and indirect transfers
of the Company's stock that could result in the imposition of limitations on the
use by the Company, for federal income tax purposes, of the NOLs and other tax
attributes that are and will be available to the Company, as discussed more
fully below.
THE COMPANY'S NOLS AND SECTION 382
For the taxable year beginning April 1, 2003, the Company had available NOLs of
approximately $122.9 million to offset taxable income recognized by the Company
in the future. NOLs benefit the Company by offsetting taxable income
dollar-for-dollar by the amount of the NOLs, thereby eliminating (subject to a
relatively minor alternative minimum tax) the federal corporate tax on such
income. The maximum federal corporate tax rate is currently 35%.
The benefit of a corporation's NOLs can be reduced or eliminated under Section
382 of the Code if a corporation undergoes an "ownership change," as defined in
Section 382. Generally, an ownership change occurs if one or more stockholders,
each of whom owns 5% or more in value of a corporation's capital stock, increase
their aggregate percentage ownership by more than 50 percentage points over the
lowest percentage of stock owned by such stockholders at any time during the
preceding three-year period. For this purpose, all holders who each own less
than 5% of a corporation's capital stock are generally treated together as one
(or, in certain cases, more than one) 5-percent stockholder. Transactions in the
public markets among stockholders owning less than 5% of the equity securities
generally are not included in the calculation (but can be if a loss corporation
has more than one public group). In addition, certain constructive ownership
rules, which generally attribute ownership of stock owned by estates, trusts,
corporations, partnerships or other entities to the ultimate indirect individual
owner thereof, or to related individuals, are applied in determining the level
of stock ownership of a particular stockholder. Special rules, described below,
can result in the treatment of options (including warrants) or other similar
interests as having been exercised if such treatment would result in an
ownership change. All percentage determinations are based on the fair market
value of a corporation's capital stock, including any preferred stock that is
voting stock, is convertible stock or is stock which participates in corporate
growth.
If an ownership change of the Company were to occur, the amount of taxable
income in any year (or portion of a year) subsequent to the ownership change
that could be offset by NOLs or other carryovers prior to such ownership change
could not exceed the product obtained by multiplying (i) the aggregate value of
the Company's stock immediately prior to the ownership change (with certain
adjustments) by (ii) the then applicable federal long-term tax exempt rate (the
"Section 382 limitation"). In addition, to the extent the Company is determined
to have a net unrealized built-in loss (generally defined as the excess of the
tax basis of the Company's assets over their fair market value) which is greater
than the lesser of (i) 15 percent of the fair market value of the Company's
assets and (ii) $10 million, in the event of an ownership change, any net
unrealized built-in losses recognized within the five-year period beginning on
the date of the ownership change would be subject to the Section 382 limitation
(as if it were a pre-change NOL). The Company believes that it currently has a
substantial built-in loss with respect to its assets. Any portion of the annual
Section 382 limitation amount not utilized in any year may be carried forward
and increase the available Section 382 limitation amount for the succeeding tax
year. Thus, the effect of an ownership change could be to reduce significantly
the annual utilization of the Company's NOLs and to cause a very substantial
portion of the NOLs to expire prior to their use.
From the 14A filed OCTOBER 7, 2003
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=2525490
Proposal 3 passed. And then:
if we underwent an ownership change, the NOL carryforward
limitations would impose an annual limit on the amount of the taxable income
that may be offset by our NOL generated prior to the ownership change. If an
ownership change were to occur, we would be unable to use a significant portion
of our NOL to offset taxable income. In general, an ownership change occurs
when, as of any testing date, the aggregate of the increase in percentage points
of the total amount of a corporation's stock owned by "5-percent shareholders"
(within the meaning of the NOL carryforward limitations) whose percentage
ownership of the stock has increased as of such date over the lowest percentage
of the stock owned by each such "5-percent shareholder" at any time during the
three-year period preceding such date, is more than 50 percentage points. In
general, persons who own 5% or more of a corporation's stock are "5-percent
shareholders," and all other persons who own less than 5% of a corporation's
stock are treated, together, as a single, public group "5-percent shareholder,"
regardless of whether they own an aggregate of 5% of a corporation's stock.
The Board of Directors adopted an amendment to the Companys' Shareholders Rights
Plan ("Rights Plan") which reduces the triggering of the Rights Plan from 15% of
the common stock to 5% of the common stock.
Any transfer restrictions will require any person attempting to acquire a
significant interest in the Company to seek the approval of our Board of
Directors. This may have an "anti-takeover" effect because our Board of
Directors may be able to prevent any future takeover. Similarly, any limits on
the amount of capital stock that a stockholder may own could have the effect of
making it more difficult for stockholders to replace current management.
PROVISION FOR INCOME TAXES
We account for income taxes in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Income tax expense consists of
foreign income tax withholding on foreign source royalties paid us. As of March
31, 2004, we had net operating loss carryforwards for U.S. federal income tax
purposes of approximately $123,000,000 and for U.K. income tax purposes of
approximately $3,860,000 and for state income tax purposes of approximately
$31,770,000. We also had research and development credit carryforwards for
federal income tax purposes of approximately $3,426,000 and for state income tax
purposes of approximately $1,506,000. Utilization of our U.S. net operating loss
and research credit carryforwards will be subject to annual limitations based on
the "change of ownership" provisions of the Tax Reform Act of 1986. These
limitations may result in the expiration of net operating loss and research
credit carryforwards before utilization.
From the 10K filed August 12, 2004
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3121797
NOL's still there and ready to be used.
Zen are you really sure about NOL ?
I found this on the subject in question.
I'm not sure if the hedge in question can use GWRX NOL
according to the explanation below.
* from shellstock review forum */
Following are some article on the subject:
======================================================
1.382-2T(a)(1) of the Income Tax Regulations.
"Section 382 of the tax code was created by Congress in 1986 to end what it considered an abuse of the tax system: companies sheltering their profits from taxation by acquiring shell companies whose only real value was the losses on their books. The firms would then use the acquired company's losses to offset their gains and avoid paying taxes."
http://www.washingtonpost.com/wp-dyn/content/article/2008/11/09/AR2008110902155_pf.html
"Generally, an ownership change occurs when, within a span of 36 months (or, if shorter, the period beginning the day after the most recent ownership change), there is an increase in the stock ownership by one or more shareholders of more than 50 percentage points. For example, if Shareholder A owned 25 percent of Corporation X, and within a space of three years, acquired another 51 percent, there would be an ownership change, triggering section 382."
http://www.pmstax.com/acqbasic/sec382.shtml
Section 382
http://www.taxalmanac.org/index.php/Sec._382._Limitation_on_net_operating_loss_carryforwards_and_certain_built-in_losses_following_ownership_change
Guidance to corporations whose instruments are acquired by the Treasury Department
http://www.treasury.gov/initiatives/eesa/docs/Notice%202008-100.pdf
Paper on the subject:
http://bednarski.us/irsNotice2008-83-final.pdf
G'Day. Sorry mate but you couldn't be more wrong. The NOL's are still there and intact. Obviously you have not even bothered to read their filings. If you had you would know that they spell it out very clearly, even go as far as amending their certificate of incorporation in order to assure the preservation of the tax loss carryforwards:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=2525490
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3121797
Mark Schwarz bought this shell back in May of 2003 for $325,000 for a very good reason and he still owns it. So I'm really not sure what rubbish you are talking about when you ask why other companies didn't buy this shell?
Please do a little more research before you start leveling charges like tax loss implausibility and why hasn't someone else bought this shell.
The shell is bought. Now it's just a matter of which mega profit making entity he chooses to put into it. The clue is in the new name of the company, NCM.
Does anyone else find it implausible that, given the price of he shell, the 123 million tax loss carryforward is transferable?
I mean it has been years... 1000's of RMs have occurred while the PPS here has foundered. Why wouldn't one of those 1000's of companies have purchased this shell and used the 123 million for themselves over this time???
How about a $800,000,000 hedge fund reverse merging into a clean shell with $123,000,000 tax loss carryforwards. At least that's what I think it is. Please check out the iBox and read the past posts so you can decide for yourself.
again, thx man, i went to the website few mins before, but it requests to pay money for getting those information, thx for paying for us, great DD!
sorry, one more question, is the company a shell or it has real product/service? just curious becoz its name is changed, and it's a essential part for R/M if it's a shell
Well, I know for a fact the A/S hasn't changed, it's right on the Delaware Corp page:
I can only assume the O/S has remained the same as well from the looks of the chart. If the company was leaking shares for over 6 years with no filings or PR's to support it the share price would be sub-penny by now. As for the float, I believe the CEO has been accumulating it over the past 6 years. I don't know what the float is but it has to be pretty tight by the way it trades.
thx for the info, and do u have any reliable source indicating that the AS,OS and float didn't change lately? i could not find info online..
Looks like the NOL's are good until 2021: The net operating loss and the research and development tax credit
carryforwards expire in various years from 2005 through 2021.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3121797
Seems like Schwarz is gearing up to start taking advantage of all those tax credit carryforwards.
wow, it's 6 years ago
Nice Breakdown. I would fall on the side of NO R/S because current share structure is already well suited for his needs IMO
Zen, your point about any reverse split given the current O/S and overall situation with the share structure is well taken and makes perfect sense. In other words, I'm sure you're wrong. LOL Seriously, as a long time shareholder I've got my fingers (and even a few toes) crossed hoping that all your educated guesses and positive speculations eventually come to fruition.
zen you made a clear point ! I agree too ...
Okay, here is what I think is going on:
Yes, without a doubt he will want to uplist to a higher exchange. But understand, he doesn't have to change the share structure to accomplish this. Especially if he already owns the bulk of the O/S and I believe he does. It doesn't take a stock genius to see that the share price has been methodically manipulated over the past 6 years. Never letting the price go up very high and consistent volume every month year after year. The price channel is unmistakable. This to me looks like 6 or so years of well organized systematic accumulation. If someone wasn't buying all this time the pps would have been low sub-penny by now.
So yes, the price could rise considerably on massive buying when there is sufficient market awareness ie filings and or PR's to move to a higher exchange. Remember this stock ran 4700% just from his name being on the change of ownership filing!
Now to be fair, there is always a chance of a reverse split. But there are some very good arguments against that happening here.
So far Schwarz has been a play by the book, file every little thing sort of guy. He is widely known for being a shareholder friendly activist investor. There is no motive to "surprise attack" shareholders with a gottcha reverse split. With a simple share structure change filing no one gets hurt and he keeps his good image.
Also, if he didn't like the share structure before, why hasn't he changed it yet? He's had over 6 years to change it. Six years! I honestly don't believe there will be any changes to the share structure if he hasn't done so already.
So if my assumptions are correct, this is an $800,000,000 hedge fund going public. The Tangible Book Value Per Share with the current O/S (29,869,808) would put us at around $26.78 per share.
With that said, let's play some more what ifs out:
Assuming there is a 1 for 10 R/S. That would put the O/S at 2,986,980 and current share price (.115) to a post split price of $1.15 and would put the TBVPS at $267.80 per share.
I just don't see that. So just for fun, a 1 for 100 R/S would make the O/S only 298,698, post split price would be $11.50 but would make the TBVPS $2,678.00! Not to mention the stock would be illiquid because of the tight share structure. Can you see how this plays out? The more you try to R/S something with tangible book value the crazier things become.
Anything can happen though of course. I'm looking at this as a mega-lotto play and I think the potential here is just awesome. The possibility of being able to own part of a 800 + million dollar hedge fund at these levels is a dream come true. By the way, that 800 million dollar figure is from September of 2008, NCM could very well be closer to a billion dollars by now. Whatever this becomes, knowing what I know about Mark Schwarz I'm excited about anything he folds into GWRX.
What the heck as long as I'm speculating, what if he rolled all his Newcastle funds into GWRX?
Zen, you're definitely keeping the board updated with as much info as would seem humanely possible, especially considering how "invisible" Geoworks has been to the investing world since their descent to the pink sheets years ago. Great job!
In regards to what might happen next, some thoughts derived from all my years playing penny stocks. If Mr. Schwarz does indeed turn GWRX into a publicly traded hedge fund, where would he like this stock to trade? Most assuredly not on the pinks, I would assume. OTC BB? Not likely. One of the three major exchanges? If he wants to legitimize everything he's doing, the obvious answer is yes. However, one big problem......the current share price.
I believe we're talking anything north of $1 for starters to qualify for one of the big boys, and to eliminate any immediate worries of an initial drop to back below $1 once you begin trading on the new exchange, a much higher price is most preferable. In other words, you'd probably want somewhere between a $5 and $10 starting point.
Having said all that, the dreaded words "reverse split" come into the picture under this hypothetical situation of what happens next. And at the current SP, something like a 1 for 50 or 1 for 100 would be needed to get the SP into NYSE-Nasdaq-AMEX range for acceptance. Ouch!
I've owned many penny stocks that have reverse split their shares. Mostly fly-by-night outfits that could care less about the common shareholder, and mostly companies that weren't worth the paper their shares were printed on. But in some cases, the r/s was needed to boost transparency and shareholder confidence going forward as legit companies looked to honestly create the best situation possible for long term success. Either way, it was not what I was looking or hoping for when I was accumulating all my hundreds of thousands of shares pre split.
So, obvious questions. Does Mr. Schwarz want to go NYSE-Nasdaq-Amex with what is still GWRX? If so, how soon (could the current SP rocket up on it's own via possible future PRs)? If a r/s, how severe? Then again, other than the recent name change, maybe nothing happens which would make all this moot. Thoughts? Speculations?
An Amendment filed in 2008 giving Schwarz & the B.O.D.s more control over GWRX, signed by Evan Stone of NCM.
http://www.zoominfo.com/Search/PersonDetail.aspx?PersonID=165726438
Mark Schwarz Bio from Businessweek:
http://investing.businessweek.com/businessweek/research/stocks/people/person.asp?personId=787715&ticker=HALL:US&previousCapId=249686&previousTitle=Hallmark%20Financial%20Services%20Inc.
Mr. Mark E. Schwarz is a General Partner at Newcastle Partners LP. He is serving at the firm since 1993. Mr. Schwarz is also the President, Chief Executive Officer, and Director at Geoworks Corp., since May 2003. He has been Hallmark Financial Services Inc.'s Chairman since October 2001, President and Chief Operating Officer since November 18, 2003, and Chief Executive Officer since January 1, 2003. Mr. Schwarz is also a Member of Executive Committee, Member of Stock ... Options Committee, Member of Compensation Committee, and Chairman of Executive Committee at Hallmark. From 1995 to September 1999, he served as a Vice President and Manager of Sandera Capital Management LLC. From May 1993 to 1996, Mr. Schwarz was a Securities Analyst and Portfolio Manager for SCM Advisors LLC. He has been a Director of Pizza Inn Inc. since December 19, 2002 and Chairman of the Board since February 12, 2004 and is a Director at Steel Partners LLC. Mr. Schwarz has been the Chairman of Bell Industries Inc. since September 23, 2004 and has been Director since 2000 and also serves as Member of Audit, Compensation, and Nominating Committees. He has been a Director of Nashua Corp. since 2001 and is a Member of its Compensation Committee. Mr. Schwarz serves as a Director of Web Financial Corp. and privately-held Pinnacle Frames and Accents Inc. He has been the Chairman of the Board and a Director of New Century Equity Holdings Corp. since June 2004. Mr. Schwarz has been a Director of SL Industries Inc. since January 24, 2002 and serves as a Member of its Executive, Audit, Compensation, and Nominating Committees. He has been a Director of WebFinancial Corp. (formerly Rose's Holdings Inc.) since July 2001. Mr. Schwarz served as a Director of Tandycrafts Inc. From October 1998 to April 1999, he served as a Director of Aydin Corp., a defense electronics manufacturer until its acquisition by L-3 Communications Corp. He is a Member of Board of Directors of MedQuist Inc.
Thanks for the chart.... been watching this one.
In with a starter here... taking a flyer... just to much of a coincidence to not throw some funds at it! Just the NOLs are worth it IMO.
30MM OS $120MM NOL... That works for a $.13 stock!
This excerpt about Mark Schwarz was taken from an article written about 5 years ago.
"Schwarz, 44, founded Newcastle 12 years ago with an investment philosophy based on the intrinsic value of assets. Basically, Schwarz and his Newcastle partners find a small, publicly traded company that isn't performing well. That's step one. Step two: buy a controlling interest. Step three: insinuate yourself onto the board of directors, clean house, and get the company to perform to its potential. Step four: profit. Philosophy is good; results matter. Newcastle boasts a 12-year annualized return of about 27 percent."
So far, I like what I've read about Mr. Schwarz.
From PRE 14A 10/07/2003
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock as of October 10, 2003,
by (a) each stockholder who is known by the Company to beneficially own more
than 5% of the Common Stock, (b) the Company's Chief Executive Officer and the
Named Executive Officers listed in "Executive Compensation" on page 7 who were
serving as executive officers at the end of the Last Fiscal Year, (c) each
director/nominee of the Company, and (d) all current directors and executive
officers of the Company as a group. To the Company's knowledge, except as
otherwise indicated in the footnotes to this table, each person has sole voting
and investment power with respect to all shares shown as beneficially owned by
them, subject to community property laws where applicable. A person is deemed to
be the beneficial owner of voting securities that can be acquired by such person
within 60 days after the Record Date upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership under the
column entitled "Percentage of Common Stock Outstanding" is based on
[29,869,808] shares of Common Stock issued and outstanding as of the Record
Date, plus shares issuable upon the exercise of options, warrants or convertible
securities (exercisable within 60 days after the Record Date) that are held by
such person, but not those held by any other persons.
Shares Beneficially Percentage of Common Stock
------------------- --------------------------
Beneficial Owner Owned Outstanding
---------------- ----- -----------
Newcastle Partners, L.P. (1) 3,788,952 12.68%
Mark E. Schwarz (2) 7,477,905 25.03%
James Given (3) 400,000 1.32%
Steve W. Mitchell (4) 650,000 2.13%
Timothy J. Toppin (5) 0 0
Steven J. Pully (6) 0 0
John P. Murray (6) 0 0
All directors and executive 8,527,905 27.58%
officers as a group (4 persons)
(7)
(1) Newcastle Capital Management, L.P. (NCM) is the general partner of
Newcastle Partners, L.P. and Newcastle Capital Group, L.L.C. (NCG) is the
general partner of NCM. NCM and NCG disclaim beneficial ownership of the
shares held by Newcastle Partners, L.P. except to the extent of their
pecuniary interest therein.
(2) Includes 3,788,952 shares owned by Newcastle Partners, L.P., for which Mr.
Schwarz disclaims beneficial ownership except to the extent of his
pecuniary interest therein. Mr. Schwarz is the sole general partner of
Newcastle Partners, L.P., directly or indirectly through entities he
controls.
(3) Consists of 400,000 shares issuable upon the exercise of options that were
exercisable as of October 10, 2003. On April 30, 2003 Mr. Given resigned
as the Vice President and General Counsel of the Company but continues to
work on a contract basis for the Company.
(4) Consists of 650,000 shares issuable upon the exercise of options that were
exercisable as of October 10, 2003.
(5) On April 30, 2003, Mr. Toppin resigned from his position as the Vice
President and Chief Financial Officer of the Company.
(6) Excludes 3,788,952 shares owned by Newcastle Partners, L.P., for which
each of Mr. Pully and Mr. Murray disclaims beneficial ownership except to
the extent of their pecuniary interest therein. Messrs. Pully and Murray
are affiliates of Newcastle.
(7) Includes 650,000 shares issuable upon exercise of options that were
exercisable as of October 10, 2003. Includes 3,788,952 shares owned by
Newcastle Partners, L.P., for which each of Mr. Murray, Mr. Pully and Mr.
Schwarz disclaims beneficial ownership except to the extent of their
pecuniary interest therein.
This might be huge.If there is $800+ mio USD hedge involved, if/when the deal is closed and filing are updated the PPS should be at least 3$ in start.IMO.
That is correct, but the A/S and O/S are still the same. The only change would be the Float, and I'd bet dimes to donuts it has shrunk by quite a bit.
so the SS you just gave is from 2004?
The Delaware name change filing is from 5/6/2010
The last 10k they filed before they went dark with the 15-12G was dated August 12, 2004.
Zen how current is the filing?
Share structure:
A/S: 82,000,000
O/S: 29,869,808
As of August 2, 2004 insiders owned 7,977,905 and judging by the manipulation of this stock price for the past 6+ years they have been accumulating for quite some time. Float should be very tight by now.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3121797
zen what is the basic share structure :AS OS and public float.
Please post, it seems that nice game will unfold.
There are signs that hedge funds are shedding the characteristics
and principles they are best know for, namely privacy, secrecy and
exclusivity, to probe the public markets in order to attract permanent
capital, public kudos, top talent and favourable exits.
The regulators’ point of view: generally positive
In March 2007, the SEC Commissioner Roel c. Campos shared
his enthusiasm before a round-table: “…I would not be surprised if 2007
witnessed the advent of several other hedge fund managers entering our
public markets, and I would welcome such a development. If hedge fund
managers are willing to provide the transparency required of all public
companies to its investors, I have no objections to them tapping the
deepest and most liquid capital markets in the world. Moreover,
these public offerings can also benefit investors by offering them yet a
different way of getting a piece of the “hedge fund action.” Investors who
wish to share in some of the gains (as well as losses) of publicly offered
hedge fund managers would be able to do so without the high minimums,
fees, and long lock-up periods that would typically be required to invest
in the manager’s hedge funds.”
The expert’s view: the way to go
“Over the last 6 months we have continued to see more public
transactions and… I anticipate it to continue going forward,” Brian
Sniger, senior vice president of the Hennessee Group said to Opalesque.
“The big issue is about what fund managers believe they can get in the
public markets; if the valuations are not what they hoped to realise then
they won’t go public. As a benchmark a lot of them are being valued at
30% of AUM. How profitable these organisations are will ultimately
determinate their valuation. In terms of the credit crunch, some hedge
funds have exposure to credit but there are a lot of hedge funds that are
doing very well in this environment as well…. Hedge funds are very
different from private equities in that there are a lot of different ways
of managing a hedge fund. I suspect hedge fund IPOs will continue as
long as valuations are strong. There is a strong desire amongst hedge funds
to acquire permanent capital and by going public. The larger groups are the
more likely ones.”
“(With regards to the transparency issue), there already are requirements
in the U.S.; for instance a hedge fund has to file reports with the SEC for
every equity investment that they have made in the U.S. I don’t see the
different requirements when going public really exceeding the existing
ones a whole lot.”
“A lot of hedge funds are trying to diversify their business, like Citadel,
which is more than a hedge fund manager now, and I think that it is
going to continue.
Charles Gradante, co-founder of the same group, had made similar
predictions in Februray 07: “Large hedge funds are evolving into small
investment banks and ultimately I see them doing an IPO to monetize
equity interest” and thereby accelerate the already existent competition with
larger investment houses. (Forbes).
http://www.opalesque.com/files/HFIPOs.pdf
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