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for the same reason its status is Default and Caveat Emptor... it hasnt kept up with its filings... i must say uve been working very hard to try to discredit me. but just like everythig els ive explained logically why ur wrong =). give u an A for effort and an F for reaosning and lack of DD. please dont post here anymore unless u have a question about a post i make that doesnt require 30seconds of DD. make sure to follow me instead of checking my board everyday! thanks in advance
Again, why didn't they REGISTER the shares like public companies do in the state they are REGISTERED in?
which now has ABVV in DEFAULT
Like I said.....no PREFFERED shares. thx
little background on the preffered stock
(b) Holders of Common Stock and Preferred Stock
As of April 9, 2008, there were 107,154,692 outstanding shares of common stock.
As of the date of this filing, there were approximately 26 holders of record of shares of the 63,562 outstanding shares of Abviva’s Class A Convertible Preferred Stock (“Class A Stock”), which is convertible into Common Stock on a one for one basis. During 2003, 1000 Class A Convertible Preferred Shares were converted into the same number of additional shares of Abviva’s Common Stock. No transactions with respect to the Class A Convertible Preferred Shares occurred in 2006.
All of the Class A Stock is restricted as to retransfer. There is no liquid market for the securities, nor is one expected to develop. In certain events relating to liquidation, dissolution, consolidation or winding up of Abviva, holders of the Class A Stock are entitled to receive an amount equal to the original purchase price per share for the Class A Stock plus an amount equal to all declared but unpaid dividends thereon (the “Preference Amount”). After the full liquidation preference on all outstanding shares of the Class A Stock has been paid, any remaining funds and assets of Abviva legally available for distribution to shareholders are distributed pro rata among the holders of the Class A Stock and the Common Stock on an “as-if-converted” basis. If Abviva has insufficient assets to permit payment of the Preference Amount in full to all the Class A Stock shareholders, then the holders of the Class A Stock will receive lesser payments in proportion to the Preference Amount each such holder would otherwise be entitled to receive, without any distribution to the holders of the Common Stock.
Abviva has rights to redeem all of the outstanding Class A Stock at any time. The redemption price is 110% of the initial purchase price of the Class A Stock plus all declared but unpaid dividends. Abviva has no plans to redeem any Class A Stock as of the time of this filing.
The holders of the Class A Stock have the right to convert their Class A Stock into shares of Common Stock at any time. The Conversion Rate is one share of Class A Stock for one share of Common Stock. The holders and the Class A Stock also have information rights, demand and piggy-back registration rights, which ensure such holders that, under certain circumstances, Abviva will be forced to register the underlying Common Stock for resale by the holders. All rights incident to a share of Class A Stock will terminate automatically upon any conversion of such share into Common Stock.
We also have 400 shares of Series C Convertible Preferred Stock authorized of which 170 shares of Series C Convertible Preferred Stock issued and outstanding as of December 31, 2007. Each share of Series C Stock shall be converted into a number of shares of Common Stock that equals one-tenth of a percent (0.1%) of the Company’s outstanding common stock immediately following the Conversion.
The Series C Stock shall have voting rights and voting will be on an as converted basis, with class votes for the election of directors, any transaction in which control of the Company is transferred in which the per share price consideration received by Purchaser is less than $50,000,000, the sale of the Company of all or substantially all of its assets, liquidation or winding up of the Company and any amendment to the Company’s by-laws or articles of incorporation in a manner adverse to Series C Stock.
--------------------------------------------------------------------------------
In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Company, Series C Stock shall have preferential rights to the Company’s common stock (the “Common Stock”) whereby Series C Stock shall get $12,500 per share prior to any distribution to common shareholders. Once Series C Stock has received its $12,500 then Series C Stock shall participate, on a pro rata basis, based on the number of shares of the Company’s common stock (the “Common Stock”) into which the Series C Stock are convertible at the time of the liquidation, distribution of assets, dissolution or winding-up.
ALL SHARES MUST BE REGISTERED......unless of course you think PUBLIC companies should keep shareholders in the dark.
ABVV hasn't filed a Q or K for some time.......
At some point those shares will have to be registered in order to be CURRENT.
just thinking before I type, as you suggested.....
here's a company registered in NV and they filed the PREFFRRED shares.
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=lmR0g7JA1CqVkDQL3W8btw%253d%253d&CorpName=VIASPACE+INC.
Designation
Document Number: 20100336568-94 # of Pages: 6
File Date: 5/14/2010 Effective Date:
SERIES A PREFERRED
gl
again just means they havnt kept up with their filings so theirs not enough info on the company. why it means buyer beware
obviously they dont report the voting control shares to the NV... u need to think before you type
I don't see PREFFERED SHARES registered in NV........
Do you?
default status just means its hasnt kept up with filings. it doesnt matter at this point since they already exchanged the shares. its a for sure thing. this is what VPRS would need to do if it wanted to RM:
On May 19, 2011 the Registrant entered into a share exchange agreement with M.G. Shrimply’s wherein the Registrant issued 75 shares of Preferred Series D shares to Shrimply’s in exchange for all 1,000 shares of Shrimply. Each one Preferred Series D shares has a one percent voting equivalency to all other preferred and common shares which would be eligible to vote. The Series D shares have no priority conversion or liquidation value, are only exchangeable one for one for common shares of the Registrant. M.G. Shrimply is a private Texas Company in the development of an indoor natural shrimping business. A complete “super 8-k” is expected to be filed with the filing of the Registrant’s current and overdue reporting on forms 10QSB and 10KSB, which will be worked on as a priority by the Registrant under the new control
ABVV is overdue in NV as well........DEFAULT status
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=PG9Rnn410qqWt%252f4f0X6hAg%253d%253d&nt7=0
Thanks. Watching.
ABVV overdue for its "super 8K for a RM. keep on watch
Item 5.01 Changes in Control of Registrant.
On May 19, 2011 the Registrant entered into a share exchange agreement with M.G. Shrimply’s wherein the Registrant issued 75 shares of Preferred Series D shares to Shrimply’s in exchange for all 1,000 shares of Shrimply. Each one Preferred Series D shares has a one percent voting equivalency to all other preferred and common shares which would be eligible to vote. The Series D shares have no priority conversion or liquidation value, are only exchangeable one for one for common shares of the Registrant. M.G. Shrimply is a private Texas Company in the development of an indoor natural shrimping business. A complete “super 8-k” is expected to be filed with the filing of the Registrant’s current and overdue reporting on forms 10QSB and 10KSB, which will be worked on as a priority by the Registrant under the new control
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7982777
So the CEO is not going to sell shares based on Rainmaker's theory?........
like I said...........YIKES!
I wouldn't want to see the deal go down that way. The CEO could remain with the company.......BUT SHOW SOME LEADERSHIP!
Public companies are PUBLIC for a reason, and it gives SH's a VOTE!
Management CONTROLLED companies are Management CONTROLLED for a reason. The fact that the FIRST move is to take MORE CONTROL by HUGE DILUTION of the stock is a RED FLAG in my book.
That's why I like VPRS and the SS there MUCH better, but we'll see.
gl
LUXD from the last filing.......yikes!
As of July 8, 2011 the Company is in active negations with a party to do a reverse merger which will result in a change of control of the Company with a new, different and considerably larger business being vended into the Company, which shall result in substantial dilution to shareholders.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8036013
VPRS .064 sold for .10 per share......LINKS!
On April 25, 2011, pursuant to a Stock Purchase Agreement, the Reporting Person sold 35,000,000 shares of the Common Stock of the Issuer owned by him, constituting all of the shares beneficially owned by him, to Chimerica Capital, LLC ("Chimerica"). As such, the Reporting Person no longer owns any shares of Common Stock of the Issuer.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8070981
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8070975
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65818589
I guess the GURU was wrong, huh?...........
VPRS - Reverse Merger With MediPharm Biotech Pharmaceuticals Co. Ltd?
There is almost nothing more breathtaking in this penny stock market then watching a reverse merger type stock run farther and higher than anyone's most wildest expectations. One only has to go back to earlier this year when GWAY ran from $.01 to over $5.00 in the span of three trading days, to see the type of gains that these reverse mergers can provide.
If you recall the day GWAY's run first started, as I do, GWAY issued an 8-k before the market opened. Until the press release hit the wires, later on in the day, GWAY only traded up a few ticks from $.01 to $.03 a share as most traders ddn't bother to look at the 8k, or thought it was no big deal. Boy were they ever wrong. When the press release about the merger hit the wires GWAY exploded on a run that investors dream about. Up until the press release it seems only a few people had fully digested the 8k filing, which is what I see happening right now with VPRS.
Yesterday VPRS issued an 8k, a change of CEO and ownership. Essentially, judging from the 8k, the shell was purchased for 35 million shares of stock, at what price we do not know. What we do know is that the new CEO is also the CEO of MediPharm Biotech Pharmaceuticals and they expect to post significant revenues in the years ahead. I could be wrong, but putting two and two together here is not that difficult. Per a recent company profile MediPharm Biotech Pharmaceuticals is a private company. VPRS is a debt free SEC reporting shell stock with over $100k in cash on hand. It appears MediPharm Biotech Pharmaceuticals is reverse merging into VPRS and bringing value into the shell. This value is already starting to be reflected in the share price.
Here is the good stuff:
MediPharm plans to invest in Radiation-Protective Fa-cilities (RPFs) in 150 China Tier 3 hospitals, with each hospital requiring investment of $75,000 for a total of $11.3 million. Vivatuxin® is expected to generate $45.1 million revenue and $13.8 million net profit in 2011, $92.8 million revenue and $36.1 million net profit in 2012, and $143.3 million revenue and $52.1 million net profit in 2013.
Also:
Through a strategic marketing collaboration study with the Ministry of Health of China currently covering 101 hospitals, the company has agreements to supply 20,000 doses of Vivatuxin®, priced at $3,000 each, used for the treatment of advanced lung cancer patients, who have previously failed at least one course of chemotherapy, and is negotiating collaboration with additional 50 hospitals.
These numbers were put together less than a year ago, and now we find this company going public. This has not been pr'd yet and if this news does get pr'd... well we saw what happened when the pr for GWAy came out. Right now anyone that hasn't read the 8K has no idea what is going on with VPRS. I think the reverse merger is certainly what is happening here and could propel the stock to much higher levels. With the current share structure and financial projections, VPRS is a stock that could really surprise going forward.
These reverse merger stocks are some of the most explosive out there. Right now we have little to go by other than some recent financial projections. A lawsuit that comes up when you search the company and CTL was resolved favorably in 2009, so that is not an issue.
Speculating on just how big this could be is the fun part. We've seen stocks like GWAY and TMSH run far beyond our wildest expectations. Could VPRS post a similar type move? Absolutely. We've already seen this year that anything is possible. Right now we have some nice information to nibble on which has peaked our interest. Judging from the revenue projections MediPharm Biotech Pharmaceuticals Co. should bring tremendous value into VPRS and this stock should be added to your watchlist going forward.
http://pennystockgurus.blogspot.com/2011/05/vprs-reverse-merger-with-medipharm.html
RM's and RTO's can be TRICKY.....glad I can come here for advice!
later
ohhh MAN this is a SWEET board ! we should hang out here more often !~
LOL
Your vote and my vote EQUALS a majority.......
added to the 35MM.......lol
LUXD has operations, yet said they were looking to do a RM......
what gives?
thx
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Plan of Operation and Liquidity
As of May 31, 2011 the Company believes it has sufficient cash resources available to fund its primary operations for the next twelve (12) months absent any extraordinary events. The Company is engaged in negotiations to do a reverse merger with a larger Company operating in a different field. If successfully completed the transaction would create greater liquidity for the new Company. The Company has no current off balance sheet arrangements and no agreements with its shareholders, officer or director to provide funds for operations in the future.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8036013
Ummh let's think about that........The old company has NO REVS and NO OPERATIONS, right?
So what could they do........let's see........hmmmmm
How 'bout a SHAREHOLDER vote?..........wow!
All shareholders that wish to see NO REVS on the balance sheet raise your hands.............
All shareholders that want to see VPRS got to the NASDAQ by a RM with the NEW CEO's private company, due mainly in sales from a LUNG CANCER drug..........RAISE YOUR HANDS........
wtfreak do you think the OUTCOME would be?
thx in advance
LOL no u need to look again...
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The X is telling you that it is NOT a shell. i cant make it any clearer then showing u evidence from the SEC. if u think its a RM play fine then go ahead and play it. CC LLC didnt even buy up 50% of the commonstock how can they take it over if they dont have a majority of the stock? w.e i dont care
The most recent filings CONFIRM it.......
4 new officers replace 1........
The new CEO is also CEO of a biotech.......
Shares held in ESCROW.......
no brainer!
You need to look again.......
NO REVS
NO OPERATIONS
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7848412
VPRS is a REVERSE MERGER in progress! No doubt about it!
as of 2.28.11 the told the SEC they are not a shell. there is no SEC filing to date contradicting this filing. it is not shell
The filings are dated AFTER the one you linked.......please explain.
thx
btw, from the LAST 10Q filed......
Exploration Stage
The Company is currently in the exploration stage and has no significant operations.
Results of Operations
Revenues
We have had no revenues since our inception.
Revenue Recognition
Revenue is recognized on an accrual basis as earned under contract terms. The Company has had no revenue to date.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7848412
not even a shell
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 000-52782
Viper Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada 26-2113613
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
Uptown Center
2100 West Loop South, Suite 900
Houston, Texas 77027
(Address of principal executive offices)
(832) 476-8941
(Registrant’s telephone number, including area code)
(Former Name, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of April 5, 2011 there were 81,116,214 shares of the issuer’s common stock, par value $0.00001, outstanding.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7848412
You posted the same thing on the VPRS board, but when asked to explain recent SEC filings, you never did.
Sure would like an explanation........
thx in advance
VPRS in ESCROW........link!
Exhibit 1 -- Stock Purchase Agreement dated as of April 25, 2011, among the Reporting Person, Chimerica Capital, LLC and Gottbetter & Partners, LLP, as Escrow Agent
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8070975
VPRS .064, shell sold for .10 per share......
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8070981
VPRS HUGE RM PLAY.......READ!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65818589
not a rm...
ASYTQ going to 0.02c
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65815037
Will do. Thanks.
Keep ACRO INC on RM watch
TICKER: ACRI
reinstated 7.22.11 http://www.nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=OvMEcAJ2saK3H5%252bpDoQifg%253d%253d&CorpName=ACRO+INC.
+
http://www.nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=OvMEcAJ2saK3H5%252bpDoQifg%253d%253d
All existing officers stepped down and were replaced a.o 7.28.11
"July 28, 2011, Gadi Aner and Dan Einathan resigned as directors of ACRO, Inc., and Asaf Porat and Boris Mitsengendler were appointed as directors until the next annual shareholders meeting. On July 28, 2011, Gabby Klausner resigned as Chief Financial Officer and treasurer, and Gadi Aner resigned as President and Chief Executive Officer, and Asaf Porat was appointed Chief Executive Officer and President, and Chief Financial Officer. Mr. Porat is an affiliate of Top Alpha Capital, a new controlling shareholder of ACRO, Inc"
8K - http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8064473
Top Alpha Capital has a 49.9% stake in ACRO and "Top Alpha Capital specializes at Reverse Mergers, capital raising, Investment Banking activities and Direct Investments"
http://il.linkedin.com/pub/asaf-porat/4/640/300
PSRU .0005 Merger play.
PureSpectrum (PSRU)
Tomorrows Lighting and enerSave Sign Letter of Intent to Further Discussions on Combining Two Companies
Date : 07/26/2011 @ 1:15PM
http://ih.advfn.com/p.php?pid=nmona&article=48576360
Tomorrows Lighting, Inc., a subsidiary of PureSpectrum, Inc. (PINKSHEETS: PSRU), has been engaged in discussions with enerSave, a New York-based company, which has culminated in the signing of a letter of intent to for Tomorrow's Lighting to acquire enerSave.
The objective of the proposed combination would be to capitalize on commonalities in each company's product development strategies and complementary product lines. This will allow maximum market penetration in the energy efficient lighting sector. With the signing of the letter of intent, the two companies have agreed to more formally explore the benefits to be achieved through the proposed combination. Closing of the transaction will be subject to the execution of a definitive agreement which will more fully set forth the terms and conditions of the transaction.
Tomorrows Lighting is marketing and selling residential and commercial dimmable energy efficient lighting. enerSave has developed innovative energy-efficient technology-driven lighting solutions for commercial and industrial lighting. The two companies share a commitment to creating, identifying and introducing energy efficient lighting products and solutions which satisfy consumer demand while providing superior performance.
"A combination of Tomorrows Lighting market position and enerSave's ability to offer low-cost lighting solutions, we feel that Tomorrows Lighting will see an immediate advantage and increased short term opportunities," said PureSpectrum CEO Gregory Clements. "In addition the people within the enerSave organization bring decades of lighting experience and contacts that we have never had access to before."
Shareholders will be able to follow updates regarding Tomorrow's Lighting at www.tomorrowslighting.com
Purespectrum, Inc. (PSRU)
http://investorshub.advfn.com/boards/board.aspx?board_id=19567
UIBT thin.....waiting for news on that one.......et z
thanks! right back at u. if u have a RM play dont hesitate to post it. looking forward to some of ur plays
The shell must have kept up with its filings and needs to have publicly expressed to want to do some type of acquisition.
Please see the iBox for stock to be eligible to be posted on this board.
Thanks all!
Good Morning Essence, thx for the PM >
( I don't have it )
....and thx for all your help with posting charts and pics.
Wondering if I could get your help this morning, with getting the word out on our A*S*Y*T*Q > on the "Pretty Girl Picks" Board.
Big Potential with this !
R/M Play stock > Target of 0.36c ( CashPerShareValue) minimum, and $1.00 to $6.00, on R/M announcement.
Also, have S*U*G*O, D*T*T*O, and D*Y*A*P (Merger Play ) on watch.
MY S*U*G*O target 0.035c first, then 0.10c > will happen over next few days.
Board marked and got you #11 Caerus
Thanks for the invte. Gave this a boardmark.
lol =) should prob change that to meRger.thats man!
Board Marked. "Reverse Merger Corner". . . one to watch for good alerts of R/M stocks.
Person Mark #10 for you "Caerus".
Will watch LUXD, HRID, UIBT, DTTO
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