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Any idea on how big the new company will be?
thanks I will look at it
true volakin just when you think you have the pattern down its broken. i will watch it this trip anyway.
I see you are also in aurc.You should be looking at
DGKO and their Clixme technology too.
it hasn't happened too many times,but you never know.
not sure..i traded this once and it seems whenever it gets near $1.00 it pops nice.
not much activity here..why?
Todays news could be hughe. Gambling in real time via cell phone. The aquisition is being aquired under favorable terms and will add 1m in net income. I will hold for big gains here imo
Ocean West Holding Corp. Announces Acquisition of InfoByPhone, Inc. [FDYWSMY]
NEW YORK--(Business Wire)--June 9, 2005--
Ocean West Holding Corp. ("OHWC") (OTCBB: OWHC) announced today that it had closed a Securities Exchange Agreement and Plan of Reorganization pursuant to which OWHC acquired all of the issued and outstanding shares of InfoByPhone, Inc. ("IBP") from the IBP shareholders in exchange for shares of OWHC.
In connection with the closing, all IBP shares exchanged for OWHC shares as well as the OWHC shares to be received by the IBP shareholders are being held in escrow under the condition that if at least $750,000 is not raised by July 15, 2005, the transaction shall be voided.
In connection with the transaction, OWHC spun out its sole operating company, Ocean West Enterprises, canceled its outstanding preferred stock and elected Darryl Cohen as chairman and chief executive officer.
IBP is a communications technology company, dedicated to optimizing the use of mobile cellular devices to improve individual productivity and efficiency, providing users with easier access to information regardless of location through our AskMeNow(TM) service (the "Service"). The Service is a brand new mobile information content service that provides the answer to virtually any question one can ask from anywhere and at any time. The Service presently enables users of any mobile device with text messaging/SMS or email capability, to call email, or text message (SMS) in questions. The accurate, detailed answer is text messaged or e-mailed back to the consumer's mobile device, usually within a matter of minutes. Unlike similar existing services, the Service provides users a nearly effortless means to getting one concise answer to almost any question they can ask from anywhere and at anytime.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in any such forward-looking statement include our ability to continue to lower our costs, our timely development and customers' acceptance of our products, including acceptance by key customers, pricing pressures, rapid technological changes in the industry, increased competition, our ability to attract and retain qualified personnel, our ability to identify and successfully consummate future acquisitions; adverse changes in general economic conditions in the U.S. and internationally, political and economic uncertainties associated with current world events. These and other risks are detailed from time to time in OWHC's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its report on Form 10-KSB for its fiscal year ended September 30, 2004.
Investor Contact: InfoByPhone Darryl Cohen, 772-492-0104 dcohen@infobyphone.com
Copyright Business Wire 2005 09Jun05 18:15 GMT
Symbols: us;OWHC
Source BW Business Wire
Categories: MST/I/TEL MST/L/EN MST/R/NME MST/R/US MST/R/US/NY TGT/BWB
This explains why GNET has been offering to Buy at .25-.30 for the past week: "Additionally, IBP is in the process of raising an equity investment among private investors in the aggregate minimum purchase amount of 2,500,000 shares at $.30 per share of common stock for an aggregate minimum purchase price of $750,000 and the aggregate maximum purchase amount of 6,666,666 shares at $.30 per share of common stock for an aggregate maximum purchase price of $2,000,000 (the “Offering”) and shall close the Offering prior to the Closing. As a result of the Offering and IBP’s issuance of up to 6,666,666 shares of its common stock in connection therewith, we will issue up to 6,666,666 additional shares of our common stock at the Closing to IBP stockholders which may result in a total share exchange of 12,666,666 shares of common stock at Closing. All of the foregoing is hereinafter referred to as the “Transaction”."
new 8-K
_______
Item 1.01 Entry into a Material Agreement
The Registrant entered into a Securities Exchange Agreement and Plan of Reorganization on April ___, 2005 (the “Exchange Agreement”), with InfoByPhone, Inc., a Delaware corporation (“InfoByPhone”), and the shareholders of InfoByPhone, pursuant to which the Registrant will acquire InfoByPhone as a wholly owned subsidiary. The Exchange Agreement provides for the issuance to the existing shareholders of InfoByPhone of 6,000,000 shares of Registrant’s Common Stock and bringing the total number of shares of Registrant to 11,586,104 on a fully diluted basis.Subject to completion of a private placement by InfoByPhone of shares of its common stock which may result in the issuance by InfoByPhone of up to an additional 6,666,666 shares of its common stock prior to the acquisition, the number of shares issued by Registrant pursuant to the Exchange Agreement might be increased by up to an additional 6,666,666 shares The Exchange Agreement is subject to the satisfaction of various closing conditions. No representation can be made that all of such conditions will be met or that the proposed transaction will close.
InfoByPhone, Inc. is a development stage communications technology company that provides users of handheld cellular devices with access to information regardless of location through its AskMeNow™ Service (the “Service”). The Service is a new mobile information content service users of any mobile device with text messaging/SMS or email capability, to call email, or text message (SMS) in questions. An answer is then text messaged or e-mailed back to the consumer’s mobile device, usually within a matter of minutes.
The Service is accessible anytime and anywhere, through every possible way that wireless technology allows people to communicate via a mobile device. Using proprietary software and proprietary methods to access third part data bases the Service has the research capability to answer virtually any information-based question, including current news & events, sports scores, historical statistics, weather, entertainment, stock quotes & market data, driving directions, travel schedules & availabilities, emergency disaster information, comparison shopping, restaurant information & reservations, directory assistance, and random trivia (literature, history, science, etc.). Once information is accessed from third party strategic partners, it is refined to a format suitable for easy reading on the screen of user’s mobile device and quickly emailed or text messaged back to the user.
Section 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 25, 2005
By: /s/ Wayne K. Bailey
Name: Wayne K. Bailey
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
PRE 14C
_______
OCEAN WEST HOLDING CORPORATION
TUSTIN, CALIFORNIA
INFORMATION STATEMENT
To the stockholders of Ocean West Holding Corporation:
Ocean West Holding Corporation, a Delaware corporation ( the “Company”, ”we”, ”us” or “our”), has obtained the written consent of the holder of more than a majority of our issued and outstanding shares of common stock on March 4, 2005, to (i) change our name to InfoByPhone, Inc, or AskMeNow, Inc. (ii) increase our authorized common stock to 100,000,000 shares and (iii) delete from the Certificate of Incorporation of the company the provisions allowing cumulative voting. In Addition, the Board of Directors of the Company has approved the spin off our operating subsidiary Ocean West Enterprises, Inc. (the “Subsidiary”).
The increase in authorized shares of common stock is not necessary to complete the transactions outlined in the information Statement. Such increase in being made solely to assure the availability of common stock for future transactions.
The foregoing proposals were approved by our Board of Directors as of March 4, 2005 and by the holder of more than a majority of our issued and outstanding shares of common stock in connection with the Securities Exchange Agreement and Plan of Reorganization, dated as of April 25, 2005 (the “Exchange Agreement”), by and among, the Company, InfoByPhone, Inc., a Delaware corporation (“IBP”), and the stockholders of IBP. Pursuant to the Exchange Agreement (i) the Company will acquire IBP, (ii) IBP will change its name to IBP, Inc. and (iii) the Company will changes its name to either InfoByPhone or AskMeNow.
The closing of the Exchange Agreement is to occur on or about May __, 2005 (the “Closing”). Effective at the Closing, (i) the Company will acquire of all of the issued and outstanding shares of the IBP in exchange for 6,000,000 shares of common stock of the Company, (ii) the officers and directors of the Company will resign and be replaced by the officers and directors of the IBP, (iii) neither the IBP nor the Company will have any debt or liabilities, and IBP will have no less than $750,000 cash or cash equivalents and (iv) IBP will become a wholly-owned subsidiary of the Company. Additionally, IBP is in the process of raising an equity investment among private investors and shall conclude such financing prior to the Closing. As a result of such financing by IBP and its issuance of up to 6,666,666 shares of its common stock in connection therewith, we will issue up to 6,666,666 additional shares of our common stock at the Closing to IBP stockholders which may result in a total share exchange of 12,666,666 shares of common stock at Closing. All of the foregoing is hereinafter referred to as the “Transaction”.
Prior to the closing of the Transaction, IBP is a privately-held company.
As a result of the Transaction, a change of control of the Company will occur with the existing stockholders of the Company being reduced from holding 100% of the issued and outstanding shares of common stock to holding less than 31% of issued and outstanding shares of common stock post Closing.
Our purpose in entering into the Transaction, changing our name to InfoByPhone or AskMeNow, and spinning off the Subsidiary is to allow us to comply with the terms of the Exchange Agreement. We believe that the Transaction will increase the total value of the Company to our investors.
Your consent is not required and is not being solicited in connection with this action. The accompanying Information Statement is furnished only to inform you of the action described above in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended. This Information Statement is being mailed to you on or about May [__], 2005.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
COMPLETION OF THE TRANSACTION WILL RESULT IN A CHANGE IN CONTROL OF THE COMPANY AND AN ASSUMPTION OF IBP’S ASSETS, LIABILITIES AND OPERATIONS.
PLEASE NOTE THAT THE HOLDER OF A MAJORITY OF THE COMPANY’S COMMON STOCK PRIOR TO THE CLOSING VOTED TO CHANGE THE NAME OF THE COMPANY TO INFOBYPHONE, INC. OR ASKMEKNOW, INC., TO ELLIMATE CUMATLIVE VOTING FROM THE CERTIFICATE OF INCORPATION, AND TO APPROVE THE SPIN OFF OF THE SUBSIDIARY. THE NUMBER OF VOTES HELD BY SUCH CONTROLLING STOCKHOLDER WERE SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT FOR THESE ACTIONS AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE TRANSACTIONS. PURSUANT TO SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW, YOU ARE HEREBY BEING PROVIDED WITH NOTICE OF THE APPROVAL BY LESS THAN UNANIMOUS WRITTEN CONSENT OF OUR STOCKHOLDERS OF THE AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND THE SPINOFF OF THE SUBSIDIARY.
By order of the Board of Directors,
Daryl S. Meddings, Executive Vice President and
Chief Executive Officer
Tustin, California
May __, 2005
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OCEAN WEST HOLDING CORPORATION
Tustin, California
INFORMATION STATEMENT PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
REGARDING
ACTION TAKEN BY WRITTEN CONSENT OF
MAJORITY OF STOCKHOLDERS
OCEAN WEST HOLDING CORPORATION., a Delaware corporation (“we”, “us”, “our” or the “Company”), is furnishing this Information Statement to you to provide you with information and a description of actions taken by written consent of our majority stockholder, on March 4, 2005, in accordance with the relevant sections of the Delaware General Corporation Law. These actions were taken by Consumer Direct of America, Inc., which on March 4, 2005 owned in excess of the majority of our outstanding common stock necessary for the adoption of the actions.
THIS INFORMATION STATEMENT IS BEING MAILED ON OR ABOUT APRIL 28, 2005 TO STOCKHOLDERS OF RECORD ON MARCH 4, 2005. THE INFORMATION STATEMENT IS BEING DELIVERED ONLY TO INFORM YOU OF THE CORPORATE ACTIONS DESCRIBED HEREIN IN ACCORDANCE WITH RULE 14C-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the common stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE NOTE THAT THE COMPANY’S CONTROLLING STOCKHOLDER HAS VOTED TO APPROVE THE CHANGE OF THE CORPORATION’S NAME TO INFOBYPHONE, INC. OR ASKMENOW, TO ELIMINATE CUMULATIVE VOTING FROM THE CERTIFICATE OF INCORPORATION AND TO SPIN OFF OF SUBSIDIARY. THE NUMBER OF VOTES HELD BY THE CONTROLLING STOCKHOLDER IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT PURSUANT TO THE DELAWARE GENERAL CORPORATION LAW FOR SUCH ACTIONS AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE ACTIONS.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by us with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference herein:
1. Report on Form 8K filed on February 04, 2005;
2. Quarterly Report on February 18, 2005;
3. Annual Report on Form 10-KSB filed on January 14, 2005; and
4. Report on Form 8-K filed on April 28, 2005.
THIS INFORMATION STATEMENT INCORPORATES BY REFERENCE DOCUMENTS RELATING TO US WHICH ARE NOT PRESENTED IN OR WITH THIS INFORMATION STATEMENT. DOCUMENTS RELATING TO US (OTHER THAN EXHIBITS TO THESE DOCUMENTS UNLESS THESE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY PERSON, INCLUDING
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ANY BENEFICIAL OWNER, TO WHOM THIS INFORMATION STATEMENT IS DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, BY WRITING TO US AT OCEAN WEST HOLDING CORP. 15991 REDHILL AVENUE, TUSTIN, CA., ATTENTION: CHIEF EXECUTIVE OFFICER, OR BY CALLING THE COMPANY AT (714) 544-5300 COPIES OF DOCUMENTS SO REQUESTED WILL BE SENT BY FIRST CLASS MAIL, POSTAGE PAID, WITHIN ONE BUSINESS DAY OF THE RECEIPT OF SUCH REQUEST.
GENERAL
Ocean West Holding Corporation, a Delaware corporation ( the “Company”, ”we”, ”us” or “our”), has obtained the written consent of the holder of more than a majority of our issued and outstanding shares of common stock of March 4, 2005, to (i) change our name to InfoByPhone, Inc. (ii) increase our authorized common stock to 100,000,000 shares and (iii) delete from the Certificate of Incorporation of the company the provisions allowing cumulative voting. In addition, the Board of Directors of the Company has approved the spin off our operating subsidiary Ocean West Enterprises, Inc. (the “Subsidiary”).
The increase in authorized shares of common stock is not necessary to complete the transactions outlined in the information Statement. Such increase in being made solely to assure the availability of common stock for future transactions
The foregoing proposals were approved by our Board of Directors as of March 4, 2005 and by the holder of more than a majority of our issued and outstanding shares of common stock in connection with the Securities Exchange Agreement and Plan of Reorganization, dated as of April 25, 2005 (the “Exchange Agreement”), by and among, the Company, InfoByPhone, Inc., a Delaware corporation (“IBP”), and the stockholders of IBP. Pursuant to the Exchange Agreement (i) the Company will acquire the IBP, (ii) IBP will change its name to IBP, Inc. and (iii) the Company will change its name to either InfoByPhone or AskMeNow.
The closing of the Exchange Agreement is to occur on or about May [__], 2005 (the “Closing”). Effective at the Closing, (i) the Company will acquire of all of the issued and outstanding shares of the IBP in exchange for 6,000,000 shares of common stock of the Company, (ii) the existing directors of the Company Marshall Stewart and Daryl Meddings will resign and be replaced by the directors of IBP (the “Designated Directors”), (iii) the existing officers of the Company will resign and be replaced by the officers of IBP, (iv) neither IBP nor the Company will have any debt or liabilities, and the IBP will have no less than $750,000 cash or cash equivalents and (v) IBP will become a wholly-owned subsidiary of the Company. Additionally, IBP is in the process of raising an equity investment among private investors in the aggregate minimum purchase amount of 2,500,000 shares at $.30 per share of common stock for an aggregate minimum purchase price of $750,000 and the aggregate maximum purchase amount of 6,666,666 shares at $.30 per share of common stock for an aggregate maximum purchase price of $2,000,000 (the “Offering”) and shall close the Offering prior to the Closing. As a result of the Offering and IBP’s issuance of up to 6,666,666 shares of its common stock in connection therewith, we will issue up to 6,666,666 additional shares of our common stock at the Closing to IBP stockholders which may result in a total share exchange of 12,666,666 shares of common stock at Closing. All of the foregoing is hereinafter referred to as the “Transaction”.
Prior to the closing of the Transaction, IBP is a privately-held company.
As a part of the Transaction, we will change our name to InfoByPhone, Inc. or AskMeNow, Inc. from Ocean West Holding Corporation and InfoByPhone, Inc., the acquired company, will change its name to IBP, Inc.
The following events will also occur in connection with the Transaction:
1. The Company will file a Certificate of Amendment to its Certificate of Incorporation to change its name to InfoByPhone , Inc. or AskMeNow, Inc. and increase its authorized common stock to 100,000,000 shares.
2. The Subsidiary will be spun off to the Company’s stockholders of record at March 4, 2005.
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3. The holders of all issued and outstanding shares of all series of the Company’s preferred stock will surrender all issued and outstanding shares of their stock to the Company for no consideration and such shares will be cancelled.
4. Immediately prior to the Closing of the Transaction, Marshall Stewart, President and a director, and Daryl Meddings, a Secretary and a director and Wayne K. Bailey, CFO will resign from such positions and will be replaced by the nominees of IBP:
The Transaction is expected to be treated as a tax-free reorganization for federal income tax purposes. A copy of the Exchange Agreement is attached hereto as Exhibit A. The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, which is incorporated herein by reference.
The Company will file a Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State at the time of the Closing. Other than the change of name , removal of cumlative voting and the increase in authorized common stock, the Transaction does not require stockholder approval. While the Transaction will have immediate effect as of May [__] 2005 and the Company’s change of name effective for all purposes on [_________], 2005, the increase in authorized shares of common stock and elimination of cumulative voting will only take effect twenty days after this Information Statement is first mailed to our stockholders.
InfoByPhone, Inc. is a development stage communications technology company that provides users of handheld cellular devices with access to information regardless of location through its AskMeNow™ Service (the “Service”). The Service is a new mobile information content service users of any mobile device with text messaging/SMS or email capability, to call email, or text message (SMS) in questions. An answer is then text messaged or e-mailed back to the consumer’s mobile device, usually within a matter of minutes.
The Service is accessible anytime and anywhere, through every possible way that wireless technology allows people to communicate via a mobile device. Using proprietary software and proprietary methods to access third part data bases the Service has the research capability to answer virtually any information-based question, including current news & events, sports scores, historical statistics, weather, entertainment, stock quotes & market data, driving directions, travel schedules & availabilities, emergency disaster information, comparison shopping, restaurant information & reservations, directory assistance, and random trivia (literature, history, science, etc.). Once information is accessed from third party strategic partners, it is refined to a format suitable for easy reading on the screen of user’s mobile device and quickly emailed or text messaged back to the user.
Voting Securities and Principal Holders Thereof
On the date hereof, there are 5,586,104 shares of our common stock issued and outstanding. As of the date hereof, (i) no shares of our common stock were reserved for issuance pursuant to option grants and (ii) no shares of our common stock were reserved for issuance pursuant to other securities exercisable for, or convertible into or exchangeable for, shares of our common stock. Each holder our common stock is entitled to cast one vote, in person or by proxy, for each share of our common stock held by such holder. Our common stock is the only capital stock outstanding as of the date hereof.
The following table sets forth certain information with respect to persons known by our management y to own beneficially more than five (5%) percent of our common stock as of the date hereof as well as our current officers and directors (based on 5,586,104 shares of common stock outstanding as of the date hereof).
The following table sets forth information as of March 4, 2005, (the “Record Date”), with respect to our Class A common stock, par value $0.01 per share , Class B common stock, par value $0.01 per share, and preferred stock, par value $0.01 per share, owned on March 4, 2005 by each person who beneficially owns more than five percent (5%) of our outstanding Class A common stock, and preferred stock, by each of our executive officers and directors and by all of our executive officers and directors as a group.
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Total Number of
Securities Owned Percent of
Name of Beneficial Owner Title of Class Beneficially Class (1)
Daryl S. Meddings (2)(4) Common Shares 0 —
Class B Common Shares 0 —
Series L Preferred 210 21.0 %
Marshall L. Stewart (2)(3) Common Shares 0 —
Class B Common Shares 0 —
Series L Preferred 205 20.5 %
Consumer Direct of America(5) Common Shares 4,900,000 87.7 %
Class B Common Shares 210,096 100 %
Series N Preferred Shares 2,250,000 100 %
Total number of shares Common Shares 0 —
owned by directors and Class B Common Shares 0 —
executive officers as a
group(2 persons) (6) Series L Preferred Shares 415 41.5 %
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(1) Our preferred stock consists of Series C, E, F, G, I, L and M. Series C and E are non voting stock and redeemable to the Company. Series F through M are voting stock as well as redeemable to the Company. Prior to the Closing, all shares of all classes of preferred stock which were issued and outstanding will be surrendered to the Company and cancelled.
(2) Except as otherwise indicated the mailing address of each person shown is c/o Ocean West Holding Corporation, 15991 Redhill Avenue, Tustin, California 92780.
(3) Includes 0 shares of Class A common stock, 0 shares of Class B common stock and 205 shares of Series L preferred stock.
(4) Includes 0 shares of Class A common stock, 0 shares of Class B common stock and 210 shares of Series L preferred stock.
(5) The mailing address is, 6330 South Sandhill Road, Las Vegas, NV.
(6) Includes 0 shares of Class A common stock, 0 shares of Class B common stock and 415 shares of Series L preferred stock.
It is anticipated that immediately after the Closing of the Transaction there will be 18,666,666 shares of our common stock issued and outstanding assuming that the maximum amount of shares were sold in the Offering by InfoByPhone.
After giving effect to the Closing of the Transaction we do not know whether there will be any persons known by management of the Company to own beneficially more than five (5%) percent of our common stock outstanding immediately after the Closing of the Transaction. The following table sets forth the number of shares of our common stock owned by officers and directors of the Company based on 18,666,666 shares of our common stock issued and outstanding after the Closing of the Transaction assuming that the maximum amount of shares were sold in the Offering.
Total Number of
Securities Owned
Name of Beneficial Owner Title of Class Beneficially Percent of Class (1)
Darryl Cohen Common Stock 1,212,667 1 6.49 %
Alan Smith Common Stock 0
Sandro Sordi Common Stock 733,334 3.93 %
Total number of shares owned by directors and executive officers as a group(_____3____) Common Stock
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1 Does not include shares underlying 20,000 warrants exercisable at 2.00 per share.
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Change In Control
Pursuant to the terms and conditions of the Exchange Agreement, upon the Closing, the stockholders of IBP will exchange their interest therein for shares of our common stock, as a result of which IBP will become our wholly-owned subsidiary. As a result of the Transaction, a change of control of the Company will occur with the existing stockholders of the Company being reduced from holding 100% of the issued and outstanding shares of common stock to holding less than 31% of the issued and outstanding shares of common stock post closing..
Due to the issuance of the shares of our common stock and the change in our officers and
directors, which will occur at the Closing, a change in control of the Company will occur.
Directors And Executive Officers And Nominees For Directors
Current Directors and Executive Officers
Name Position with Ocean West(1) Position with Ocean West Enterprises
Marshall L. Stewart President, Chief Executive Officer, Director President, Chief Executive Officer, Director
Daryl S. Meddings Executive Vice President,
Secretary/Treasurer, Director Executive Vice President, Chief Financial
Officer, Secretary/Treasurer, Director
Wayne K. Bailey Chief Financial Officer, Director —
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(1) All persons listed were appointed to such positions in 2000, except for Mr. Bailey who was appointed in September of 2004.
Marshall J. Stewart , 47, has worked in the mortgage industry since 1982. He was founder of Ocean West Enterprises and has been President, a director and a shareholder since 1988 until he sold his shares in exchange for shares in Consumer Direct of America (“CDA”) on July 15, 2004. Prior to founding Ocean West Enterprises, from 1986 to 1988, Mr. Stewart was a Vice President of Westport Savings Bank in Laguna Beach, California. His responsibilities included overseeing the mortgage banking department, secondary marketing and the Laguna Bank Savings branch. Prior to joining Westport Savings Bank, from 1984 to 1986, he was Production Manager of Irvine City Savings in Newport Beach, California and had the responsibilities of staffing and training the loan origination department and overseeing production, underwriting, funding, shipping and the sale of funded loans to institutional investors such as FNMA and FHLMC. Mr. Stewart received his B.A. in English with a minor in Business Administration from California State University in Fullerton, California in 1980.
Daryl S. Meddings , 39, was also a founder of Ocean West Enterprises and has been Executive Vice President, Chief Financial Officer, Secretary/Treasurer and a director and a shareholder since 1988 until he sold his shares in exchange for shares in Consumer Direct of America on July 15, 2004. As Chief Financial Officer at Ocean West Enterprises, Mr. Meddings implemented and monitors accounting and financial reporting system. Other duties include budget planning, expense control, commercial banking relationships and oversight of quality control, loan servicing and loss mitigation. From late 1987 to 1988, Mr. Meddings was a production manager with Westport Savings Bank in Laguna Beach, California. His duties included establishing both retail and wholesale production departments and recruiting, hiring and training mortgage origination personnel. Prior to that, he began his career in mortgage banking in 1986 as a loan officer at Pro Mortgage Services in Diamond Bar, California and worked his way up to top producer at Irvine City Savings in Irvine, California. Mr. Meddings received his B.S. in Finance, Real Estate and Insurance with a concentration in Real Estate from California Polytechnic State University-Pomona in 1987.
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Wayne K. Bailey , 55, has been appointed to the position of Chief Financial Officer and Director since September 28, 2004. Mr. Bailey currently also holds the position of President/CFO of CDA since the fall of 2002. CDA currently holds 87.7% of the common stock Company. From January 1990 to the fall of 2002 he was Chief Operating Officer and Chief Financial Officer of a network of companies in the Aerospace, steel processing, Specialty Rebar, and metal forming industries. These companies grew to employ over 350 people with revenues in excess of $35 million. All of these companies were acquired from financially troubled situations and became very profitable after being restructured. This restructuring included the debt both secured and unsecured, installing information systems, and management systems. During this time Mr. Bailey also served as a consultant to companies in the Mortgage business, wood laminating, bottled water, bookbinding, wholesale siding, cabinet manufacturing and plastics industries. Mr. Bailey attended the University of Utah, Henager College of Business and LDS Business College earning degrees in
Accounting and Business.
Executive Officers and Director Nominees Commencing at the Closing
None of our existing officers, directors of employees will continue as such following the Closing of the Transaction. Following the Closing of the Transaction, the IBP executive officers, directors and director nominees shall be the executive officers, directors and director nominees as listed below. The following are the existing IBP executive officers, directors and director-nominees and their respective ages and positions as of the date hereof:
Names Ages Position
Darryl Cohen 51 Chairman, Chief Executive Officer and Director
Alan Smith 52 Director
Sandro Sordi 45 Director
Darryl Cohen (51) Mr. Cohen has been chairman chief executive officer and a Director of InfoByPhone since April, 2005. Prior to that, Darryl Cohen served as chairman and chief executive officer of Ramp Corp. (RCO-Amex), a company that through its wholly-owned subsidiaries provides Internet-based communication, data integration, and transaction processing technologies designed to provide access to safer and better healthcare from September 2002 through April 2004.
Prior to becoming Ramp’s chairman and chief executive officer in September 2002, Cohen invested in public and private companies, frequently working with management in the areas of marketing strategy and financing.
Before that, he was president of DCNL Incorporated, a privately held beauty supply manufacturer and distributor he founded in 1988 and sold to Helen of Troy in 1998. Cohen’s innovative business strategies launched DCNL to success and have since become industry standards in creating effective marketing strategies and distribution channels. DCNL brought numerous products to market through national television advertising campaigns, specifically infomercials and short form direct response spots. DCNL products were distributed in mass merchandisers, drug stores, and grocery stores. During his tenure as president of DCNL, Cohen was also co-owner and president of Basics Beauty Supply Stores, a chain of retail stores in California, from 1985 -1999. He has also owned businesses in the food-services and gift industries, and holds a BA in Political Science from the University of California at Berkeley.
Alan Smith (52) Mr. Smith has been a director of InfoByPhone since April, 2005. For the past two years, Mr. Smith has been involved in personal investments and new investment opportunities. Prior to this period, he was the owner/president of Aaron Kamhi Inc., an apparel manufacturing company specializing in private label products for chain and department stores. Mr. Smith worked at Aaron Kamhi, Inc. for 25 years, at the peak of the business the company did $128,000,000 manufacturing overseas and domestically. He was involved in all aspects of the business. Mr. Smith has been actively involved in Community programs working with youth for the past 20 years.
Sandro Sordi (45) Mr. Sordi currently serves as the General Counsel for the RS Group of Companies, Inc., a holding company for a group of insurance and finance related businesses and affinity program managers. Mr. Sordi joined the RS Group in 2003 where, as its General Counsel and a Director, he has a taken leading role in developing the company’s growth strategy and engaging in negotiations of all types. Prior thereto Mr. Sordi was engaged in the private practice of law. Mr. Sordi has been a member of the Florida Bar since 1990, having earned his Juris Doctor from the University of Miami, Florida and his B.A. (Honors) from York University in Toronto, Canada.
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After admission to the bar, from 1990 through 2002, Mr. Sordi practiced law exclusively as a sole practitioner in addition to being involved in certain investment projects.
Board of Directors Committees and Meetings
Currently, our Board of Directors has no separate audit, nominating and corporate governance or compensation committees and acts as such as an entire board. Promptly following the Closing, we intend to form an audit committee, a nominating and corporate governance committee and a compensation committee. It is anticipated that Messers. Alan Smith will be members of the audit committee, Messers. Sandro Sordi will be the members of the nominating and corporate governance committee and Messers. Daryl Cohen and Sandro Sordi will be the members of the compensation committee.
During the year ended December 31, 2004, our board of directors took action by written consent on 8 occasions. During the period from January 1, 2005 through the date of this Information Statement, our board of 8 directors took action by written consent on 5 occasions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, officers and persons who beneficially own more than 10% of the shares of our common stock (each, a “Reporting Person”) to file reports of ownership and changes of ownership with the SEC. Copies of all filed reports are required to be furnished to the company pursuant to the Exchange Act. Based solely upon a review of the forms and amendments thereto furnished to the Company during the six month period ended September 30, 2002 (for which reports were first due after August 12, 2002), we believe that each Reporting Person complied with all applicable filing requirements during such fiscal year, except that their initial filings after the effective date of the registration statement were late.
Certain Relationships and Related Transactions
On July 15, 2004, Marshall L. Stewart, Daryl S. Meddings, Enfo Loan Corporation, Kingsley and Nancy Cannon and Dale and Suzanne Delmege agreed to sell 4,921,930 of their shares of common stock of the Company to Consumer Direct of America in exchange for 622,388 shares of CDA (the “Transfer”) for an approximate value of $1,178,802, based on the average trading prices of the respective stocks for the month of June 2004. The Transfer constitutes a change in control of the Company.
Executive Compensation
Summary Compensation Table
The following table sets forth the compensation of the President (the Chief Executive Officer) , the Executive Vice President and the Chief Financial Officer paid by the Subsidiary for the year ended September 30, 2004, the year ended September 30, 2003, the six month period ended September 30, 2002 and the fiscal years ending March 31, 2002. We have not paid any compensation.
Other Annual
Name Year Salary ($) Bonus ($) Compensation ($)
Marshall L. Stewart 9/30/2004 180,000 0 0
President, Chief Executive Officer 9/30/2003 170,000 0 0
9/30/2002 84,375 0 24,988
3/31/2002 180,000 0 0
9
--------------------------------------------------------------------------------
Other Annual
Name Year Salary ($) Bonus ($) Compensation ($)
Daryl S. Meddings 9/30/2004 180,000 0 0
Executive Vice President and 9/30/2003 170,000 0 44,779
Chief Financial Officer 9/30/2002 77,133 0 3,575
3/31/2002 180,000 0 0
Wayne K. Bailey 9/30/2004 0 0 0
Chief Financial Officer 9/30/2003 0 0 0
Of Parent Ocean West Holding Corp. 9/30/2002 0 0 0
3/31/2002 0 0 0
Employment Agreements
On September 1, 2004, the Subsidiary entered into employment agreements with its President/CEO and its Executive Vice President (collectively, the “Employees”). These agreements provide for an annual base salary of not less than $180,000 each for a three-year term plus certain additional benefits. Also, the agreements call for Executive will receive additional compensation in the form of shares of common stock of Consumer Direct of America based on the Subsidiary’s financial performance during the three year period commencing on the date of this Agreement (the “Performance Period”). The Performance Period will not start until the warehouse line capacity of Ocean West Enterprises reaches $40 million.
No amounts are accrued for the deferred compensation as the Company has had no pre-tax profits.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
For all years referenced in the Summary Compensation Table, two former shareholders of the Subsidiary, Mark Stewart and Daryl Meddings, determined executive compensation. On July 15, 2004 Both Mr. Stewart and Mr. Meddings sold their common stock in the Company. The Company has not paid any compensation to date and does not expect to pay any in the near future.
Legal Proceedings
No current officer, director, affiliate or person known to us to be the record or beneficial owners of in excess of 5% of our common stock, or any person known to be an associate of any of the foregoing, is a party adverse to us or has a material interest in any material pending legal proceeding.
No current officer, director, affiliate or person known to IBP to be the record beneficial owner of in excess of 5% beneficial ownership of IBP, or any person known to be an associate of any of the foregoing, is a party adverse to IBP or has a material interest in any material pending legal proceeding.
PURPOSE OF THE TRANSACTION
Our Board of Directors believes the Transaction will enhance the total value of the Company to our investors.
PROCEDURE FOR APPROVAL OF ACTION; VOTING
The Delaware General Corporation Law provides that any action which may be taken at a meeting of the stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote.
On March 4, 2005, the record date for determination of the stockholders entitled to receive this Information Statement, there were 5,586,104 shares of common stock outstanding. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders. We needed the affirmative vote of at least a majority of the outstanding shares of our common stock to approve a change in the name of the corporation to InfoByphone, Inc. or AskMeNow, Inc., the elimination of cumulative voting and the authorized common stock from 30,000,000 shares to 100,000,000 shares. Our Board, by its unanimous written consent, adopted resolutions approving a change in the name of the corporation to InfoByPhone, Inc. or AskMeNow, Inc. effective upon the Transaction, the elimination of cumulative voting the increase in authorized
10
--------------------------------------------------------------------------------
common stock, and the spin off of the Subsidiary to stockholders of record as of March 4, 2005. The Board also authorized the filing of the Certificate of Amendment to Certificate of Incorporation with respect to the change of name with the Secretary of State of Delaware simultaneously with the Closing.. By action by written consent, dated March 4, 2005, Consumer Direct of America, Inc, the owner of 4,900,000 shares, or approximately 87.7% of the issued and outstanding shares of our common stock at the time, approved a change in the name of the corporation to either InfoByPhone, Inc, or Askemenow, Inc., elimination of cumulative voting and the increase in authorized common stock, and elimination of cumulative voting and the filing of the Certificate of Amendment to Certificate of Incorporation with the Delaware Secretary of State.
The increase in authorized shares of common stock is not necessary to complete the transactions outlined in the information Statement. Such increase in being made solely to assure the availability of common stock for future transactions
EFFECT ON CERTIFICATES EVIDENCING SHARES OF OCEAN WEST HOLDING CORPORATION
The change in the name of Ocean West Holding Corporation to either InfoByPhone, Inc. will be reflected in its stock records by book-entry in the Company’s records. For those stockholders that hold physical certificates, please do not destroy them or send them to InfoByPhone, Inc. Those certificates will remain valid for the number of shares shown thereon, and should be carefully preserved by you.
By order of the Board of Directors
President, Chief Executive Officer and Director
11
Scruffy,
Thanks for posting both versions...
I have some very negative things to say about this
entire sordid business, but will refrain from stating them in a public forum.
SEC filing should be interesting to read (sarcasm intended)...
s-f
WED 7/21/04 PR - 2 versions
#1
http://www.knobias.com/individual/public/news.htm?eid=3.1.da9289f4d0ffd930f1fb436ac24cdd86ab71bf718f...
Wednesday, July 21, 2004 08:38 ET
Consumer Direct of America (CSUA) announced that it has executed an agreement to acquire, for a combination of stock and cash, Ocean West Holding Corp. (OWHC). Closing of the acquisition is valued at approximately $5 million. Both organizations have combined mortgage loan production that tops $150 million monthly. Ocean West is now a banking subsidiary of Consumer Direct of America, and will continue to do business under its current name and from its current locations.
#2
http://www.knobias.com/individual/public/news.htm?eid=3.1.ddbcb7c7a81085960d95b8764f6efc80dbeb5d50a4...
Wednesday, July 21, 2004 08:00 ET
LAS VEGAS, Jul 21, 2004 (PRIMEZONE via COMTEX) -- Consumer Direct of America (OTCBB:CSUA) (CDA), a fast-growing mortgage provider, today announced that it has executed an agreement to acquire for a combination of stock and cash Tustin, CA-based Ocean West Holding Corp. (OTCBB:OWHC), a mortgage banking enterprise licensed as a mortgage bank in 38 states, and writing approximately $1.1 billion in mortgages in 2003. Closing of the acquisition, valued at approximately $5 million, is a milestone for both organizations whose combined mortgage loan production tops $150 million monthly.
Chairman & CEO Michael A. Barron said, "We have been working for some months on this business combination, and believe strongly that the synergies create a powerful marketing and funding force in the mortgage industry. On a combined basis, we now have loan volume in excess of $150 million per month with over 76 branch locations. We have over 750 employees, and are able to expand our banking products into many more geographic markets. We anticipate that together we will be generating significant revenue and profits by the end of 2004."
Mark Stewart, Chairman and CEO of Ocean West stated, "Together we will greatly expand our mortgage banking profit center by adding additional warehouse banking capacity -- which in turn will give us more than enough room to double our revenue over the next six months. We expect to be banking $80 million per month later this year, which should yield between 1% -- 2% of that volume in additional revenue per month."
For 2003 CDA had closed-loan volume of $815 million, which generated $8.9 million of revenue; Ocean West had closed-loan volume of $1.1 billion, which generated revenue of $14 million. The new Consumer Direct of America would account on a pro forma basis for over 8,000 loan transactions in 2003.
Ocean West is now a banking subsidiary of Consumer Direct of America, and will continue to do business under its current name and from its current locations, although both companies will examine redundancies to maximize the effects of consolidating the two businesses. Barron will remain Chairman and CEO of Consumer Direct of America; Stewart will continue as President of Ocean West and will join CDA's Board of Directors.
About Ocean West................
(1) Closing of the acquisition, valued at approximately $5 million...
(2) Under the terms of the agreement, CDA will acquire all of the outstanding common stock of Ocean West Holding Corp. and each Ocean West shareholder will receive approximately one share of CDA stock (the "Exchange Rate") for each ten Ocean West shares held. Based on the Exchange Ratio, CDA expects to issue approximately 1,250,000 new shares of restricted common stock.
I still can't figure out the actual deal -- I'll have to wait till they file an SEC statement with the exact particulars. The wording of the above two statements leaves some wiggle room...
First, the preferred share structure of OWHC is incredibly convoluted, not to mention they can issue different classes (with any terms they see fit) of preferred w/o shareholder approval. So I have no idea how many preferred shares exist, or what the terms are, conversion, etc.
Second, there are/were only 5.586M OS OWHC as stated in the last 10Q. This would imply, w/ the 10-1 conversion, only 559k new shares -- the other 1,250-559 = 691k new shares implies an total OWHC OS of 12.5M. Somehow these extra common shares, 12.5M - 5.59M = 6.91M, must represent preferred share conversions.
Third, this valued at $5M statement, this must include paying off OWHC's debt, but who know's what it is now?
The (2) insiders, Stewart and Meddings, own 3.9M of the 5.59M OS (70%), and all the preferred (as far as I can tell).
I would call them, but, I know they would say "we can't discuss the particulars...blah, blah, blah", and the only question that I could ask would be: "So when are you going to file an SEC statement w/ the particulars of the deal?" And they would say: "blah, blah, blah...we'll file when we feel
like it...and why are you lowly common shareholders bothering us when we're so busy running the company into the ground, and lining our pockets with preferred dividends, and sucking out what cash is left, and...blah, blah, blah..."
There are (2) other significant common share holders,
Agape Foundation Trust(5) Common Shares 553,224 9.9% and
Cheyenne Properties, Inc.(6) Common Shares 480,000 8.6%.
Thus us lil' guys only have 657k of the Titanic...and we're going down w/ the ship.
Some probable hype from the New Titanic:
Consumer Direct of America Loans Closed Exceed $552 Million for First Half of 2004
Monday July 19, 9:00 pm ET
LAS VEGAS, July 19, 2004 (PRIMEZONE) -- Consumer Direct of America (OTC BB:CSUA.OB - News) (CDA), a leading consolidator of the growing mortgage brokerage business, today announced that its mortgage subsidiaries, closed mortgage loans totaling in excess of $552 million in the Company's first half of 2004. This represents approximately a 254% growth rate over the $140 million in closed loan volume for the first half of 2003.
ADVERTISEMENT
``We have completed the first half of the year with a considerable increase in the number and dollar volume of closed loans over the same period last year,'' said Michael Barron, Consumer Direct of America Chairman and Chief Executive Officer. ``We expect this strong growth in closed loans to continue through the remainder of the year and anticipate a significant increase in volume during the rest of the year.'' The open pipeline is a forward indication of how well the Company is doing, added Barron.
The mortgage group of Consumer Direct of America employs over 200 mortgage professionals. The Company operates branch offices in Southern Nevada, Northern and Southern California, and Colorado, and plans to expand its mortgage system across the Western United States this year through acquisition of independent mortgage brokerage companies.
About Consumer Direct of America, Inc.
Consumer Direct of America is a leading consolidator of the growing mortgage brokerage business. The company currently employs over 350 people, 200 of which are residential mortgage real estate brokerage professionals who have closed loan volume of over $815 million and $50 million in real estate sales for the year ended Dec. 31, 2003. Consumer Direct operates a total of 54,000 sq. ft. of telesales and branch office space. Emerging as a national leader in mortgage brokerage and ancillary services, the company plans to have 10 regional hubs across the United States by the end of 2005. The company's core competence in direct-to-consumer marketing technologies and methods results in efficiency rates that are up to 150 percent higher than industry averages. Consumer Direct also leverages its direct marketing expertise to provide third-party direct marketing services to clients. For more information, visit the company's Web site at http://www.cdofamerica.com.
Statements in this press release other than statements of historical fact, including statements regarding the company's plans, beliefs, and estimates as to projected market size are ``forward-looking statements.'' Such statements are subject to certain risks and uncertainties, including factors listed from time to time in the company's SEC filings, and actual results could differ materially from expected results. These forward-looking statements represent the company's judgment as of the date of this release. The company disclaims, however, any intent or obligation to update these forward-looking statements.
CSUA acquires OWHC.........
We get one of theirs for every 10 of ours. Their current Bid/Ask: $1.50/$1.75(Bid went up to $1.65 before editing this)
Thursday , June 24, 2004 09:00 ET
LAS VEGAS, Jun 24, 2004 (PRIMEZONE via COMTEX) -- Consumer Direct of America (OTCBB:CSUA) (CDA), a fast-growing mortgage provider, today announced that it has executed a letter of intent to acquire for a combination of stock and cash Tustin, CA-based Ocean West Holding Corp. (OTCBB:OWHC), a mortgage banking enterprise licensed as a mortgage bank in 38 states, and writing approximately $1 billion in mortgages annually. Closing of the acquisition, valued at approximately $5 million, is subject to the approval of the shareholders of each company, as well as other customary closing conditions for a transaction of this kind.
Chairman & CEO Michael A. Barron said, "We have been working for some months on this business combination, and believe strongly that the synergies will create a powerful marketing and funding force in the mortgage industry. On a combined basis, we will have loan volume in excess of $150 million per month with over 76 branch locations. We will have over 750 employees, and will be able to expand our banking products into many more geographic markets. We anticipate that together we will be generating cash and profits by the end of 2004."
Mark Stewart, Chairman and CEO of Ocean West stated, "Together we will greatly expand our mortgage banking profit center by adding additional warehouse banking capacity -- which in turn will give us more than enough room to double our revenue over the next six months. We expect to be banking $80 million per month later this year, which should yield between 1% -- 2% of that volume in additional revenue per month."
For 2003 CDA had closed-loan volume of $815 million, which generated $8.9 million of revenue; Ocean West had closed-loan volume of $1.1 billion, which generated revenue of $14 million. The new Consumer Direct of America would account on a pro forma basis for over 8,000 loan transactions in 2003.
Subsequent to the acquisition, Ocean West will be a wholly-owned banking subsidiary of Consumer Direct of America, and will continue to do business under its current name and from its current locations, although both companies will examine redundancies to maximize the effects of consolidating the two businesses. Barron will remain Chairman and CEO of Consumer Direct of America; Stewart will continue as President of Ocean West and will join CDA's Board of Directors.
Under the terms of the agreement, CDA will acquire all of the outstanding common stock of Ocean West Holding Corp. and each Ocean West shareholder will receive approximately one share of CDA stock (the "Exchange Rate") for each ten Ocean West shares held. Based on the Exchange Ratio, CDA expects to issue approximately 1,250,000 new shares of restricted common stock.
About Ocean West
Ocean West Holding Corp. (OTCBB:OWHC) is a wholesale and retail mortgage banking company primarily engaged in the business of originating and selling loans secured by real property with one to four units. The company offers a wide range of products and historically, targeted high quality, low risk borrowers. The company recently expanded into the higher risk sub-prime market to assist in efforts to diversify lending practices. Income is generated from loan origination fees and from gains from sales of mortgage loans on the secondary mortgage market and to private investors. Ocean West closed $1.1 billion in loans in 2003.
About Consumer Direct of America
Consumer Direct of America (OTCBB:CSUA) is a fast-growing provider of residential mortgages. It employs over 300 people, 150 of whom are residential mortgage real estate brokerage professionals who have closed loan volume of over $815 million and $50 million in real estate sales for the year ended December 31, 2003. Consumer Direct operates 54,000 sq. ft. of telesales and branch office space. Emerging as a national leader in mortgage banking/ brokerage and ancillary services, the company plans to have 10 regional hubs across the United States by the end of 2005. The company's core competence in direct-to-consumer marketing technologies and methods results in efficiency rates that are up to 150 percent higher than industry averages. Consumer Direct also leverages its direct marketing expertise to provide third-party direct marketing services to clients. For more information, please visit the company's website at www.cdofamerica.com.
Statements in this press release other than statements of historical fact, including statements regarding the company's plans, beliefs, and estimates as to projected results and market size are "forward-looking statements." Such statements are subject to certain risks and uncertainties, including factors listed from time to time in the company's SEC filings, and actual results could differ materially. These forward-looking statements represent the company's judgment as of the date of this release. The company disclaims, however, any intent of obligation to update these forward-looking statements.
SOURCE: Consumer Direct of America
Q ending 3/31/04
another loss...looks like a sinking ship, and I'm the bartender on this Titanic cruise.
"Ocean West had a net loss of $395,000 for the quarter ended March 31, 2004 compared to a net income of $23,095 for the same quarter of 2003. The significant decrease in income for the March 31, 2004 quarter was due to a decrease in loan volume partially offset by a decrease in general and administrative expenses."
http://www.sec.gov/Archives/edgar/data/1104538/000095012904003409/a99165ntnt10vq.htm
"During the quarter ended March 31, 2004, in anticipation of completing the agreement with Freedom, the Company transferred its loan origination operations to Freedom. All revenues and expenses associated with the transferred operations were considered to be Freedom’s. Upon termination of the agreement the loan operations were transferred back.
During the quarter ended March 31, 2004, Ocean West Enterprises funded 770 loans with an aggregate dollar value of approximately $134 million compared to 1,169 loans with an aggregate dollar value of approximately $215 million in the quarter ended March 31, 2003. The average loan size for the quarter ended March 31, 2004 was approximately $175,000, which was an decrease from an average loan size of $185,000 for the quarter ended March 31, 2003.
Net revenues from origination and/or sale of loans decreased to $1.6 million for the quarter ended March 31, 2004 from $3.1 million for the quarter ended March 31, 2003. The decrease in revenues can be attributed to the loan production to Freedom, which then paid expenses relating to such.
Total operating expenses decreased by $1.0 million to $2.0 million for the quarter ended March 31, 2004 from $3.0 million for the quarter ended March 31, 2003. Salary, wages and payroll taxes were $736,000 for the quarter ended March 31, 2004 compared to $1.6 million for the March 31, 2003. The decrease of $633,000 was primarily due to the transfer of loan production to Freedom. Other general and administrative expenses were primarily made up of rent, advertising services, fees for professional services, insurance and office expenses. These expenses decreased $191,000 to $1.3 million for the quarter ended March 31, 2004 from $1.4 million for the same period in 2003.
Ocean West had a net loss of $395,000 for the quarter ended March 31, 2004 compared to a net income of $23,095 for the same quarter of 2003. The significant decrease in income for the March 31, 2004 quarter was due to a decrease in loan volume partially offset by a decrease in general and administrative expenses."
El Cra$o
Item 5. Other Events and Required FD Disclosure
On February 20, 2004, Registrant, Freedom Mortgage Corporation and First Fidelity Capital Markets mutually terminated their agreement. The agreement was originally filed as an exhibit to Form 8K on January 20, 2004.
http://www.sec.gov/Archives/edgar/data/1104538/000095015004000304/a97136e8vk.htm
Q ending 12/32/03: loss of .095 ps (-529k)
Three Months Ended December 31, 2003 Compared to Three Months Ended December 31,
During the quarter ended December 31, 2003, we funded 1,177 loans with an aggregate dollar value of approximately $211 million compared to 1,222 loans with an aggregate dollar value of approximately $206 million in the quarter ended December 31, 2002. This decrease was due to less favorable market conditions. The average loan size for the quarter ended December 31, 2003 was approximately $179,000, which was a decrease from an average loan size of $169,000 for the quarter ended December 31, 2002. As the Company continues to increase its originations in markets outside California, the average loan size decreases due to lower home prices in much of the rest of the nation.
Net revenues from origination and/or sale of loans decreased to $3.1 million for the quarter ended December 31, 2003 from $3.3 million for the quarter ended December 31, 2002. The decrease in revenues can be attributed to the fact that the Company was unable to fund loan production due to the loss of warehouse line capacity.
Total operating expenses increased by $694,000 to $3.6 million for the quarter ended December 31, 2003 from $2.9 million for the quarter ended December 31, 2002. Salaries, wages and payroll taxes were $1.6 million for the quarter ended December 31, 2003 compared to $1.5 million for the December 31, 2002. The increase in salaries, wages and payroll taxes was primarily due to an increase in staff personnel at the branch offices. Other general and administrative expenses consist primarily of rent, advertising services, and fees for professional services, insurance and office expenses. These expenses increased $601,000 to $2.0 million for the quarter ended December 31, 2003 from $1.4 million for the same period in 2002. Rent, insurance and related office expenses increased as more branch officers were added as we continued to move from primarily originating loans through independent brokers to originating loans primarily though our employees.
We had a net loss of $529,566 for the quarter ended December 31, 2003 compared to net income of $337,008 for the same quarter of 2002. The significant decrease in income for the December 31, 2003 quarter was due to a decrease in loan volume and an increase in general and administrative expenses.
http://www.sec.gov/Archives/edgar/data/1104538/000095015004000261/a96605e10qsb.htm
Scruf
Been getting fills on the Bid today:
Bought 2500 OWHC at 0.15 ZOZ Details 02/09/04 09:45 am EST
Bought 2500 OWHC at 0.15 CPR Details 02/09/04 2:17 pm EST
No idea who's selling...
:(
Float = 656.2k
from the latest 10K...
===================================================
5,586,104 common shares = OS
(1) Daryl S. Meddings, Executive Vice President & CFO
Common Shares 1,954,340 35.0%
(2) Marshall L. Stewart, President & CEO
Common Shares 1,942,340 34.8%
(3) Agape Foundation Trust
Common Shares 553,224 9.9%
(4) Cheyenne Properties, Inc.
Common Shares 480,000 8.6%
===================================================
5,586,104 - 4,929,904 = 656,200 shares "float"
Hey Scruf...
Thanks for posting the PR, you beat me to the punch. I like
the part, from the 1/21/04 PR, that states:
"It is anticipated that the increased loan production will enable Ocean West to maximize its shareholder value by achieving sustained profits and increase its presence in the Mortgage banking industry."
But, as per usual, it's falling on deaf ears...
1/28/04 PR
Maybe something is finally going to happen with these guys(?)
Ocean West Begins Integration With Freedom Mortgage [DDPGVMW]
Business Editors/Real Estate Writers
TUSTIN, Calif.--(BUSINESS WIRE)--Jan. 28, 2004--Ocean West Holding
Corp. (OTCBB:OWHC), announced today that its integration with Freedom
Mortgage Corp. of New Jersey is underway. As previously announced,
Ocean West and Freedom Mortgage have entered into an agreement whereby
Ocean West will manage a new division for Freedom Mortgage. Under the
agreement, Ocean West will transfer its "net branch" network, its
Wholesale Broker Division, and its Retail Branch Operations to Freedom
Mortgage. Upon consummation of the agreement, Ocean West will continue
to manage the transferred operations and seek to notably increase the
current levels of production. As stated in the agreement, Ocean West
will receive 45% of the net profits generated from such operations.
Ocean West's CFO, Daryl Meddings, said, "By entering into this
agreement with Freedom, Ocean West greatly enhances its earning
potential by gaining access to large warehouse lines. This arrangement
will enable the division to bank its production instead of being
forced to broker it to outside institutions. Banking the production
significantly increases the earnings potential on each individual
loan, as well as the entire operation. We have been working towards
establishing a relationship like this for a long time and we are very
excited about the opportunity it brings."
Mark Stewart and Daryl Meddings, Ocean West's current executive
officers will receive new compensation packages from Freedom Mortgage
that are commensurate with their current compensation levels.
The final approval of this transaction is subject to Ocean West
obtaining stockholder approval of the agreement. Ocean West currently
expects the transaction to close on or around March 31, 2004.
About Ocean West
Ocean West Holding is a publicly traded mortgage banking company
(OTCBB:OWHC). Ocean West Enterprises, its operating subsidiary, was
founded in 1988, and shares of Ocean West Holding Corp. have been
publicly traded since 2002. Ocean West currently operates over 90
branch offices and is licensed to do business in 42 states. In fiscal
2003, the company funded over $1,000,000,000 mortgage loans. For more
information about the company, visit Ocean West's Web site at
www.oceanwest.com.
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Investors are cautioned that these forward-looking statements involve
uncertainties and risks that could cause actual performance and
results of operations to differ materially from those anticipated by
these forward-looking statements. These risks and uncertainties
include issues related to the ability to: obtain sufficient funding to
continue operations, maintain adequate cash flow, profitably exploit
new production, and the unpredictable nature of interest rates; and
other risks detailed in documents filed by the Company with the
Securities and Exchange Commission from time to time. The
forward-looking statements contained herein represent the Company's
judgment as of the date of this release and the Company cautions
readers not to place undue reliance on such statements. Words like
"believe," "expect," "anticipate," "promise," "plan," and other
expressions or words of similar meanings, as well as future or
conditional verbs such as "will," "would," "should," "could," or "may"
are generally intended to identify forward-looking statements. The
Company assumes no obligation to update the statements contained in
this release.
--30--JE/np*
CONTACT: Ocean West Holding Corp., Tustin
Mark Stewart, 714/247-4228
KEYWORD: NEW JERSEY CALIFORNIA
INDUSTRY KEYWORD: BUILDING/CONSTRUCTION REAL ESTATE BANKING
MARKETING AGREEMENTS
1/21/2004 PR
Ocean West Announces Agreement With Freedom Mortgage
http://biz.yahoo.com/bw/040121/215728_1.html
Wednesday January 21, 1:59 pm ET
TUSTIN, Calif.--(BUSINESS WIRE)--Jan. 21, 2004--Ocean West Holding Corp. (OTCBB:OWHC - News), through its subsidiary Ocean West Enterprises, Inc., a Mortgage Banking Company, has entered into an agreement with Freedom Mortgage Corp. of New Jersey. Under the new agreement Ocean West will manage a "new division" of Freedom Mortgage. The agreement enables both Ocean West and Freedom to increase their loan originations by utilizing Freedom Mortgage Corp.'s warehouse lines. Ocean West has agreed to split the net profits of this new division with Freedom Mortgage Corp. for the use of Freedom's warehouse lending facilities. Freedom Mortgage currently has approximately $240 million in warehouse lending capacity.
Ocean West's CEO, Mark Stewart, stated, "This agreement will give Ocean West the ability to increase its loan production to levels it currently could not achieve. It is anticipated that the increased loan production will enable Ocean West to maximize its shareholder value by achieving sustained profits and increase its presence in the Mortgage banking industry."
Freedom Mortgage Corp. CEO, Stanley Middleman, said, "With our roots as a retail loan origination shop, this exciting relationship gives us the opportunity to diversify into other areas of the mortgage banking business."
About Ocean West
Ocean West Holding is a publicly traded mortgage banking company (OTCBB:OWHC - News). Ocean West Enterprises, its operating subsidiary, was founded in 1988, and shares of Ocean West Holding Corp. have been publicly traded since 2002. Ocean West currently operates over 90 branch offices and is licensed to do business in 42 states. In fiscal 2003, the company funded over $1,000,000,000 mortgage loans. For more information about the company, visit Ocean West's Web site at www.oceanwest.com.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that these forward-looking statements involve uncertainties and risks that could cause actual performance and results of operations to differ materially from those anticipated by these forward-looking statements. These risks and uncertainties include issues related to the ability to: obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new production, and the unpredictable nature of interest rates; and other risks detailed in documents filed by the Company with the Securities and Exchange Commission from time to time. The forward-looking statements contained herein represent the Company's judgment as of the date of this release and the Company cautions readers not to place undue reliance on such statements. Words like "believe," "expect," "anticipate," "promise," "plan," and other expressions or words of similar meanings, as well as future or conditional verbs such as "will," "would," "should," "could," or "may" are generally intended to identify forward-looking statements. The Company assumes no obligation to update the statements contained in this release.
--------------------------------------------------------------------------------
Contact:
Ocean West Holding Corp., Tustin
Mark Stewart, 714/247-4228
--------------------------------------------------------------------------------
Source: Ocean West Holding Corp.
1/13/2004 -- 10K out
http://www.sec.gov/cgi-bin/browse-edgar?company=ocean+west&CIK=&filenum=&State=&SIC=...
looks like a loss of -284k for last Q (ending Sept.)
Amended 8-K
changes that I can detect:
--slight wording change on Item 4.(a)(2): see text after "March 31, 2001"
--letter from Stonefield is now dated Nov. 7th and references
agreeing with "Item 4 (a) through (4)"; the original letter, dated Oct. reads "Item 4".
============================
Item 4. Changes in Registrant’s Certifying Accountant
Items 4(a) and 7(c) of our Current Report on Form 8-K as filed with the Commission on November 4, 2003, are hereby amended and restated in their entirety as follows:
(a) Previous independent accountants
1. On October 29, 2003, Stonefield Josephson LLC, the independent accountant previously engaged as the principal accountant to audit the financial statements of Ocean West Holding Corporation (“OWHC”), was dismissed.
2. The reports of Stonefield Josephson LLC on OWHC’s consolidated financial statements for the six month period ending September 30, 2002 and fiscal years ending March 31, 2002 and March 31, 2001 included explanatory paragraphs related to OWHC’s ability to continue as a going concern, but were not otherwise qualified or modified as to audit scope or accounting principles.
3. During OWHC’s six month period ending September 30, 2002 and fiscal years ending March 31, 2002 and March 31, 2001 and the subsequent interim period through October 29, 2003, there have been no disagreements with Stonefield Josephson LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedure, which disagreements, if not resolved to the satisfaction of Stonefield Josephson LLC, would have caused Stonefield Josephson LLC to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years.
4. OWHC has requested that Stonefield Josephson LLC furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter, dated November 7, 2003 is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
On October 29, 2003 OWHC engaged Hein + Associates LLP as the independent accountant to act as the principal accountant to audit OWHC’s financial statements. OWHC did not consult with Hein + Associates LLP on the application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on OWHC’s financial statements or any disagreements or a reportable event.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Exhibits
16.1 Letter from Stonefield Josephson LLC dated November 7, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
Date: November 7, 2003
OCEAN WEST HOLDING CORPORATION
By: /s/ DARYL S. MEDDINGS
--------------------------------------------------------------------------------
Daryl S. Meddings
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
http://www.sec.gov/Archives/edgar/data/1104538/000119312503077405/d8ka.htm
New 8-K
could be bad...don't know--too late for me, i'm holding
100k shares.
http://www.sec.gov/cgi-bin/browse-edgar?company=ocean+west&CIK=&filenum=&State=&SIC=....
===========================================================
OCEAN WEST HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 71-0876952
(State or jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
15991 Redhill Avenue, Suite 110
Tustin, California 92780
(Address of principal executive offices, including zip code)
(714) 247-4200
(Registrant’s telephone number, including area code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OCEAN WEST HOLDING CORPORATION
Item 4. Changes in Registrant’s Certifying Accountant
(a) Previous independent accountants
1. On October 29, 2003, Stonefield Josephson LLC, the independent accountant previously engaged as the principal accountant to audit the financial statements of Ocean West Holding Corporation (“OWHC”), was dismissed.
2. The reports of Stonefield Josephson LLC on OWHC’s consolidated financial statements for the six month period ending September 30, 2002 and fiscal years ending March 31, 2002 and March 31, 2001 were subject to going concern qualifications, but were not otherwise qualified or modified as to audit scope or accounting principles.
3. During OWHC’s six month period ending September 30, 2002 and fiscal years ending March 31, 2002 and March 31, 2001 and the subsequent interim period through October 29, 2003, there have been no disagreements with Stonefield Josephson LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedure, which disagreements, if not resolved to the satisfaction of Stonefield Josephson LLC, would have caused Stonefield Josephson LLC to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years.
4. OWHC has requested that Stonefield Josephson LLC furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter, dated October 29, 2003 is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
On October 29, 2003 OWHC engaged Hein + Associates LLP as the independent accountant to act as the principal accountant to audit OWHC’s financial statements. OWHC did not consult with Hein + Associates LLP on the application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on OWHC’s financial statements or any disagreements or a reportable event.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Exhibits
16.1
Letter from Stonefield Josephson LLC dated October 29, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
Date: October 29, 2003
OCEAN WEST HOLDING CORPORATION
By: /s/ Daryl S. Meddings
--------------------------------------------------------------------------------
Daryl S. Meddings
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Thanks Scruffy
I was just reading that release. It looks like my prediction for loan production was correct, but the revenue generated was much lower than I anticipated. I'll have a better idea of what's going on after I read the 10Q.
Notice the wild trading excitement today?
:(
sf
OWHC PR
Ocean West Reports Record 9-Month Results [CXSPDMC]
Business Editors
TUSTIN, Calif.--(BUSINESS WIRE)--Aug. 12, 2003--Ocean West Holding
Corporation (OTCBB:OWHC), a mortgage banking company, reported record
results for the 9-month period ending June 30, 2003.
During the 3-month period ended June 30, 2003, the Company funded
1,521 loans with an aggregate dollar value of approximately $287
million, compared to 993 loans with an aggregate dollar value of
approximately $151 million in the quarter ended June 30, 2002.
Net revenues from origination and/or sale of loans increased to
$3.3 million for the quarter ended June 30, 2003, from $2.6 million
for the quarter ended June 30, 2002 -- an increase of 27%. The
increased revenues are attributed to increased loan volume, which is
attributed to the continued growth of Ocean West's branch system.
Net income was $239,152 for the quarter ended June 30, 2003,
compared to a net loss of $282,794 for the same quarter of 2002. The
significant increase in income for the June 30, 2003, quarter was due
to increased loan production.
During the 9 months ended June 30, 2003, the Company made 3,912
loans with an aggregate dollar value of approximately $708 million,
compared to 3,479 loans with an aggregate dollar value of
approximately $548 million in the 9 months ended June 30, 2002.
Net revenues from origination and/or sale of loans increased to
$9.7 million for the 9 months ended June 30, 2003, from $7.3 million
for the 9 months ended June 30, 2002.
Ocean West had net income of $606,334 for the 9-month period ended
June 30, 2003, compared to a net loss of $1,003,752 for the same
period of 2002.
-0-
*T
OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
3 Months 3 Months 9 Months 9 Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
Revenues:
Revenues from
origination and sale
of mortgage loans,
net $3,337,055 $2,583,037 $9,691,084 $ 7,266,306
--------- --------- --------- ---------
Operating expenses:
Salaries and wages 1,337,229 1,353,902 3,975,918 4,038,206
Payroll taxes 221,788 179,766 663,158 557,168
Other general and
administrative
expenses 1,501,278 1,297,353 4,345,793 3,577,903
Depreciation &
amortization 37,608 34,810 99,881 96,781
--------- --------- --------- ---------
Total operating expenses 3,097,903 2,865,831 9,084,750 8,270,058
--------- --------- --------- ---------
Income (loss) from
operations 239,152 (282,794) 606,334 (1,003,752)
--------- --------- --------- ---------
Provision for income
taxes -- -- -- --
--------- --------- --------- ---------
Net income (loss) 239,152 (282,794) 606,334 (1,003,752)
Dividends on preferred
shares 49,082 45,193 159,536 149,457
--------- --------- --------- ---------
Net (loss) income
applicable to common
shareholders $ 190,070 $ (327,987) $ 446,798 $(1,153,209)
========= ========= ========= =========
Net income (loss)
applicable to common
shareholders per
common share
basic and diluted $ 0.03 $ (0.06) $ 0.08 $ (0.24)
Weighted average
common shares
outstanding
basic and diluted 5,795,409 5,406,400 5,795,270 4,762,646
========= ========= ========= =========
*T
About Ocean West
Ocean West Holding is a publicly traded mortgage banking company
(OTCBB:OWHC). Ocean West Enterprises, its operating subsidiary, was
founded in 1988, and shares of Ocean West Holding Corporation have
been publicly traded since 2002. Ocean West currently operates over
100 branch offices and is licensed to do business in 42 states. In
fiscal 2002, the Company funded over $669 million in mortgage loans.
For more information about the Company, visit Ocean West's Web site at
www.oceanwest.com.
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Investors are cautioned that these forward-looking statements involve
uncertainties and risks that could cause actual performance and
results of operations to differ materially from those anticipated by
these forward-looking statements. These risks and uncertainties
include issues related to the ability to: obtain sufficient funding to
continue operations, maintain adequate cash flow, profitably exploit
new production, and the unpredictable nature of interest rates; and
other risks detailed in documents filed by the Company with the
Securities and Exchange Commission from time to time. The
forward-looking statements contained herein represent the Company's
judgment as of the date of this release and the Company cautions
readers not to place undue reliance on such statements. Words like
"believe," "expect," "anticipate," "promise," "plan," and other
expressions or words of similar meanings, as well as future or
conditional verbs such as "will," "would," "should," "could," or "may"
are generally intended to identify forward-looking statements. The
Company assumes no obligation to update the statements contained in
this release.
--30--AR/se*
CONTACT: Shareholder Relations
Laurie Roop, 435-652-3884
laurie@shareholder-relations.net
scruffy in Maine
Yeah, same problem here as TFN--excellent earnings, but in an environment of increasing govt. debt yields (i.e. increasing mortgage rates). The 30-yr fixed: it took almost a year to drop below 6%, to the local minimum last June, but only 3-4 weeks to get back to 6%!
By the time earnings are announced, perhaps the rate will have stabilized: 6-6.5% is still very low.
oh well...
Yeah...but will it be recognized by the market?
No Surprise Here
======================
Ocean West Continues Its String Of Record Funding
Wednesday July 30, 9:05 am ET
TUSTIN, Calif.--(BUSINESS WIRE)--July 30, 2003--Ocean West Holding Corporation (OTCBB:OWHC - News), a mortgage banking company, reported its third month in a row of record funding with $103.9 million in mortgage loans funded in June 2003 (an increase of 10% over the prior month) compared to $94.1 million in May 2003 (an increase of 3.5% over the prior month) and $90.9 million in April 2003. Year-to-date funding through June 2003 was a record $518.2 million compared to $321.9 million for the first six months of the prior year.
Ocean West's CEO, Mark Stewart, said, "It is a significant achievement to see our company break the $100 million mark in monthly funding. More importantly, the increase for June was higher both in terms of whole number as well as percentage increase over the prior month. This string of three consecutive monthly records is encouraging and is a positive sign for our shareholders."
About Ocean West
Ocean West Holding is a publicly traded mortgage banking company (OTCBB:OWHC - News). Ocean West Enterprises, its operating subsidiary, was founded in 1988, and shares of Ocean West Holding Corporation have been publicly traded since 2002. Ocean West currently operates over 100 branch offices and is licensed to do business in 42 states. In fiscal 2002, the Company funded over $669 million in mortgage loans. For more information about the Company, visit Ocean West's website at www.oceanwest.com.
Owhc lacks promotion as if this stock was ever promoted it could really fly high.
Goodluck with it as the spread is big
What you say makes sense...Doing my own buzzing as well...
Actually, pretty typical...
The float is low, so they put a "lock-down" on trading.
http://www.otcbb.com/asp/mp_quotes.asp?Sort=4&Quotes=owhc&Board.x=25&Board.y=5
The MMs did the same thing to ENFN.OB after they released a nice PR.
http://www.otcbb.com/asp/mp_quotes.asp?Sort=4&Quotes=enfn&Board.x=36&Board.y=8
Next Q's earnings are still "mysterious" enough to keep speculators from paying .51, so, like spiders, they will just sit back and wait for shares to come to them at .30
If we get stellar earnings next month, then we'll see some trading, otherwise they'll just keep it on "lock-down".
This "fly" intends to keep buzzing around their web! :)
Its weird how the MMs refuse to make a market in this stock... The Spread is prohibitive and they are very stingy with filling "tweeners"...I wonder what gives...
Good question TFN
Perhaps the reasons are
(1) it's an OTC-BB stock: hard to believe much that goes on
at the Wild-West-Trading-Post (aka OTC-BB)!
(2) Revenues for the past two quarters were basically
"break-even":
___________________rev______oper._expense
Q1 Oct-Dec 2000___3.291M____2.961M
Q2 Jan-Mar 2003___3.055M____3.031M
Q3 Apr-Jun 2003___<4.2M?>___<3.2M?>
There's also some extra "overhead", ~60k a Q being
paid to preferred shareholders. This last PR, if true,
implies another Transnational revenue breakout.
Have you seen all the PRs for the past six months? Yahoo!
only carries the last (3) PRs. You can find all the PRs at
bigcharts:
http://bigcharts.marketwatch.com/quickchart/quickchart.asp?symb=owhc
For example, on 3/12/03:
=================
Ocean West Hires Lewis To Expand Branch Operations
WEDNESDAY, MARCH 12, 2003 9:02 AM
- BusinessWire
TUSTIN, Calif., Mar 12, 2003 (BUSINESS WIRE) -- Ocean West Holding Corporation (OWHC) a mortgage banking company, has hired John Lewis in order to extend its branch mortgage operations.
As the founder of Allied Investment Mortgage or AIM, one of the original "net branch" companies, John Lewis has 19 years of experience in the mortgage banking and net branch business. During his career, Mr. Lewis has successfully guided the market efforts of many institutions ranging from traditional savings and loans to stand alone mortgage and mortgage banking operations. Recent assignments for Mr. Lewis credit him with increasing mortgage volumes by 500% or more.
John Lewis, Director, Ocean West Branch Recruitment, said, "Ocean West is an ideal opportunity for me. They have a substantial established base of over 100 offices, licensed in 42 states. Ocean West already employs Robert Brandolino, another highly regarded net branch pioneer. Robert and I have been friendly competitors for years and this opportunity to work with him and Ocean West is exciting. Between Robert and I, we expect to springboard the Company to record sales levels. Our goal is to grow the 100 branches we now have to over 200 branches by year end 2003."
Ocean West CEO, Mr. Mark Stewart, said, "John Lewis is exactly the type of entrepreneurial marketing manager that we have been seeking. The future of our company is in marketing and the expansion of our branch mortgage operations. We have the top two guys in the Net Branch business. With Mr. Lewis and Mr. Brandolino our growth potential is unlimited. This is an exciting time for Ocean West. Mr. Lewis is a perfect fit as we grow our branch business. He is the right man to get the job done."
About Ocean West
Ocean West Holdings is a publicly traded mortgage company (symbol: OWHC traded OTC BB, Web site: oceanwest.com). Ocean West Enterprises was founded in 1988, and its public entity, Ocean West Holdings, was formed in 2000. Ocean West currently operates 116 branch offices and is licensed to do business in 42 states. Last fiscal year the Company funded $669 million in mortgage loans.
================
best regards
sf
Hello Slow feet...
I like your numbers but to be honest I looked at this PR and price and simply took a small flyer. I am not even sure I believe the numbers. How can they be trading so low?
As I learn I may add more...
TFN
Should be "Earnings Projection for Q3 03 (7/9/2003)"
For us humans, there are always typos...
OWHC uses
Q2 Jan.-March
Q3 April-June
Q4 July-Sept.
Q1 Oct.-Dec.
sf
n.b. probably a typo here somewhere...
Earnings Projection for Q2 03 (7/9/2003)
Welcome TFN! Here's my projection for next Q. Please give me your feedback, thanks.
Using the last (2) PRs (appended at the bottom of this post) one can do a projection for a possible earnings result for the second quarter (Apr.1 - June 30).
Q1 2003: 215M loan funding w/ 3.1M revenue implies 3.1/215 = .0144
Q1 2002: 160M loan funding w/ 1.8M revenue implies 1.8/160 = .01125
This quarter:
April 2003: 90.9M
May 2003: 94.15M
June 2003: <94.15M> (conservative projection)
=> a Q2 2003 projection of ~280M loan funding w/ ~4.2M revenue (280*.015 = 4.2).
Here, I assumed a slightly better run company when using .015 instead of .0144.
Total operating expenses for Q1 were 3.03M, so I will project 3.2M for Q2. This implies
an income of 4.2M - 3.2M = 1M or 1M/5.585M = .18 cents per share.
The projected variables are (1) 94.15M for June, (2) .015 (a 1.5% revenue from loan funding ), and a (3) 3.2M operating expense. Tweaking all (3) variables gives a rough 50% error. My projection is therefore .09-.27 cents per share with .18 as the average.
best regards
sf
http://biz.yahoo.com/bw/030707/75253_1.html
Ocean West Achieves Record Funding
Monday July 7, 9:07 am ET
TUSTIN, Calif.--(BUSINESS WIRE)--July 7, 2003--Ocean West Holding Corporation (OTCBB:OWHC - News), a mortgage banking company, reported funding a record $94,153,951 in mortgage loans in (May 2003), nearly double the May 2002 amount of $54 million.
The Company funded mortgage loans of $90,948,714 in April 2003, the second highest funding in the Company's operating history. (Year-to-date fundings have surpassed $410,446,332 million for the five months ended May 31, 2003, as compared to $268,383,542 million in fundings for the five months ended May 31, 2002.)
Ocean West's CEO, Mark Stewart, said, "I am pleased to report this solid progress to our shareholders. The Company will continue its efforts to achieve increases in loan production at such levels, which has outperformed managements' prior expectations. I believe our new business plan is being validated by our results."
About Ocean West
Ocean West Holding is a publicly traded mortgage banking company (OTCBB:OWHC - News). Ocean West Enterprises, its operating subsidiary, was founded in 1988, and shares of Ocean West Holding Corporation have been publicly traded since 2002. Ocean West currently operates over 100 branch offices and is licensed to do business in 42 states. In fiscal 2002, the Company funded over $669 million in mortgage loans. For more information about the Company, visit Ocean West's website at www.oceanwest.com.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that these forward-looking statements involve uncertainties and risks that could cause actual performance and results of operations to differ materially from those anticipated by these forward-looking statements. These risks and uncertainties include issues related to the ability to: obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new production, and the unpredictable nature of interest rates; and other risks detailed in documents filed by the Company with the Securities and Exchange Commission from time to time. The forward-looking statements contained herein represent the Company's judgment as of the date of this release and the Company cautions readers not to place undue reliance on such statements. Words like "believe," "expect," "anticipate," "promise," "plan," and other expressions or words of similar meanings, as well as future or conditional verbs such as "will," "would," "should," "could," or "may" are generally intended to identify forward-looking statements. The Company assumes no obligation to update the statements contained in this release.
Contact:
Shareholder Relations
Laurie Roop, 435/652-3884
laurie@shareholder-relations.net
http://biz.yahoo.com/bw/030521/215350_1.html
Ocean West Reports Second Profitable Quarterly Results
Wednesday May 21, 9:41 am ET
TUSTIN, Calif.--(BUSINESS WIRE)--May 21, 2003--Ocean West Holding Corporation (OTCBB:OWHC - News) a mortgage banking company, reported net income of $23,095 for the quarter ended March 31, 2003 compared to a net loss of $773,007 for the same quarter of 2002.
During the quarter ended March 31, 2003, Ocean West funded 1,169 loans with an aggregate dollar value of approximately $215 million compared to 953 loans with an aggregate dollar value of approximately $160 million in the comparable quarter.
Net revenues from origination and/or sale of loans increased to $3.1 million for the quarter ended March 31, 2003 from $1.8 million for the quarter ended March 31, 2002.
Ocean West CEO, Mr. Mark Stewart, said, "The jump in revenues are attributed to increased loan volume from the growth of the Company's branch system and favorable market conditions."
OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Revenues from
origination
and sale
of mortgage
loans, net $3,055,379 $1,805,062 $6,354,029 $4,683,269
---------- ---------- ---------- ----------
Operating expenses:
Salaries and wages 1,306,253 1,218,836 2,638,689 2,684,304
Payroll taxes 262,805 194,582 441,370 377,402
Other general and
administrative
expenses 1,446,580 1,137,688 2,844,515 2,280,545
Depreciation &
amortization 15,646 26,963 62,273 61,976
---------- ---------- ---------- ----------
Total operating
expenses 3,031,284 2,578,069 5,986,847 5,404,227
---------- ---------- ---------- ----------
Income (Loss)
from operations 23,895 (773,007) 367,232 (720,958)
---------- ---------- ---------- ----------
Provision for
income taxes 0 0 0 0
---------- ---------- ---------- ----------
Net income (loss) 23,095 (773,007) 367,182 (720,958)
Dividends on
preferred shares 50,010 49,526 110,454 104,264
---------- ---------- ---------- ----------
Net (loss) income
applicable to common
shareholders $(26,915) $(822,533) $256,728 $(825,222)
========== ========== ========== ==========
Net income (loss)
applicable to common
shareholders per
common share
basic and diluted $ 0.00 $ (0.18) $ 0.05 $ (0.19)
========== ========== ========== ==========
Weighted average
number of common
shares outstanding
basic and diluted 5,585,104 4,507,204 5,585,104 4,444,314
========== ========== ========== ==========
About Ocean West
Ocean West Holdings is a publicly traded mortgage company (symbol: OWHC traded OTC BB, Web site: oceanwest.com). Ocean West Enterprises was founded in 1988, and its public entity, Ocean West Holdings, was formed in 2000. Ocean West currently operates over 100 branch offices and is licensed to do business in 42 states. Last fiscal year the Company funded $669 million in mortgage loans.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that these forward-looking statements involve uncertainties and risks that could cause actual performance and results of operations to differ materially from those anticipated by these forward-looking statements. These risks and uncertainties include issues related to the ability to: obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new production, and the unpredictable nature of interest rates; as well as other factors set forth in the Company's most recently filed Form 10-KSB and Form 10-QSB reports. The forward-looking statements contained herein represent the Company's judgment as of the date of this release and it cautions readers not to place undue reliance on such statements. The Company assumes no obligation to update the statements contained in this release.
Contact:
Ocean West Holdings
Shareholder Relations
Laurie Roop, 435/652-3884
laurie@shareholder-relations.net
I am trying to get a taste....Won't fill me yet...
Float? Seems to be a problem here.
IR says 300k, but some excellent detective work by Mr. Bill points to the float being 1.67M or 667K.
see:
http://www.investorshub.com/boards/read_msg.asp?message_id=1178035
on the "Golden Lists" board.
Hopefully, in the near future-time-cone, I'll figure out what
the "float" is.
best regards
sf
Float: 300k shares
According to Shareholder Relations [Laurie Roop, 435/652-3884 laurie@shareholder-relations.net], the float is 300k shares and
the OS is 5.585M
7/7/03--Ocean West Achieves Record Funding
Monday July 7, 9:07 am ET
TUSTIN, Calif.--(BUSINESS WIRE)--July 7, 2003--Ocean West Holding Corporation (OTCBB:OWHC - News), a mortgage banking company, reported funding a record $94,153,951 in mortgage loans in (May 2003), nearly double the May 2002 amount of $54 million.
The Company funded mortgage loans of $90,948,714 in April 2003, the second highest funding in the Company's operating history. (Year-to-date fundings have surpassed $410,446,332 million for the five months ended May 31, 2003, as compared to $268,383,542 million in fundings for the five months ended May 31, 2002.)
Ocean West's CEO, Mark Stewart, said, "I am pleased to report this solid progress to our shareholders. The Company will continue its efforts to achieve increases in loan production at such levels, which has outperformed managements' prior expectations. I believe our new business plan is being validated by our results."
About Ocean West
Ocean West Holding is a publicly traded mortgage banking company (OTCBB:OWHC - News). Ocean West Enterprises, its operating subsidiary, was founded in 1988, and shares of Ocean West Holding Corporation have been publicly traded since 2002. Ocean West currently operates over 100 branch offices and is licensed to do business in 42 states. In fiscal 2002, the Company funded over $669 million in mortgage loans. For more information about the Company, visit Ocean West's website at www.oceanwest.com.
Contact:
Shareholder Relations
Laurie Roop, 435/652-3884
laurie@shareholder-relations.net
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