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I was a buyer today.
I made a bet that after the 1 for 10,and reverse merger that our new company will hold $.30.
Good bet?
...just in the short term... today is turning out to be slower... i was hoping people were taking notice...
good luck!
--c
Not even close its about 12.5 mil.
Buy Tex By: pql-r
18 Sep 2005, 01:06 PM EDT
Msg. 1212 of 1212
Jump to msg. #
this is not a typical cornell deal -- very important..
CD
cornell has a floor with the CD. if the market cap of TXP ever drops below $14.7M (about .15 post split, or .015 pre split), they are forced to pay the fixed amount. cornell NEVER does this. this is a lot of confidence in TXP. this was done in august 2004, so that leads me to believe that LAST YEAR they valued the company for their purposes at $15M. with everything essentially doubling this year, i think you can make a SAFE valuation of .30 post-split as the 'bottom' for this stock.
>>
Cornell Capital will have the right to convert the bridge debenture at its sole option and at any time into shares of TXP's common stock at a fixed conversion price equal to 100% of a post-money market capitalization of $14,787,500 divided by the total outstanding capital stock of TXP on a fully diluted basis as of the date TXP's common stock is first quoted on the OTCBB (the "Fixed Price").
SEDA
cornell getting NO discount. sometimes it's like 95% of the bid price. i've never seen at market before. notice that TXP has NOT TOUCHED THE SEDA.
>>The purchase price for the shares will be equal to 100% of the market price, which is defined as the lowest closing bid price of our common stock during the
five trading days following the notice date. A cash fee equal to five percent (5%) of the cash proceeds of the draw down is also payable at the time of funding. To date, TXP has not drawn down on the Standby Equity Distribution
Agreement.
cornell has a much bigger interest in TXP moving north. equate this to a nasdaq IPO and cornell is the underwriter. they dont want this thing to dive .. they are going to put one of the biggest campaigns on this stock from day one of trading.
people are comparing TXP to some pinkies and BB companies with a lousy business plan and using the financing simply to stay afloat.
MOBL and cornell have done fine. many companies and cornell have done fine -- but since many people down here (like myself) play subpennies.. we freak when cornell gets involved because, indeed, it usually does signal a problem.
but then again, if a stock is subpenny, there's already a problem. this deal cornell has with TXP is very different than most.
Stock Market Solutions, Inc. (OTC BB: SMKT) Reiterates Commitment to Merge With Texas Prototypes, Inc and Files Amended Preliminary 14A With SEC
NEW ORLEANS, LA -- (MARKET WIRE) -- 09/16/2005 -- Richard Smitten, CEO of Stock Market Solutions, Inc. (OTC BB: SMKT), and Michael Shores, CEO of Texas Prototypes, Inc, both reiterated their commitment to completing the merger between the two companies that was announced June 20, 2005. Both companies continue to work diligently in their efforts to close the merger as quickly as possible. On September 14, 2005, Stock Market Solutions, Inc. amended and re-filed their preliminary 14A with the SEC bringing it a step closer to completing the merger between the companies.
To view complete details of this filing, please click on the following link to the Security and Exchange Commission's Website: Preliminary 14A Filing
About TXP-Texas Prototypes
TXP-Texas Prototypes, based in Richardson, Texas, is a global provider of Pre-Manufacturing Services for the electronics industry, supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators. The Company excels in both design and supply chain solutions services for new product development which include prototyping and quick-turn electronic assembly, new product introduction, pilot production, material supply chain management as well as the transfer of product into production. TXP's core technology focus is on complex printed circuit board assemblies, photonics, optoelectronics, and advanced packaging solutions, while forging profitable business opportunities with well-positioned high speed, digital, analog, and RF technologies and industries that require complementary service requirements. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs. TXP has three operating divisions that build on its core Design for Manufacturability foundation: TXP-Texas Prototypes, TXP-Photonics, and TXP-Packaging. For more information visit www.texasprototypes.com, or contact Michael C. Shores, Tel: 214.575.9300.
About Stock Market Solutions
Stock Market Solutions assists professional mutual and hedge fund traders and managers, as well as individual investors, to more skillfully trade the stock market. The Company uses proprietary computer software systems based on the "Jesse Livermore methodology," to enable these traders and investors to more successfully trade the stock market. Stock Market Solutions, Inc. (OTC BB: SMKT) Investor Relations (772) 334-7129 or visit our website: www.stockmarketsolutions.org
Any insight re: the terms with Cornell?
Do we expect the company to reverse merge, then do a reverse stock split?
Just curious. It seems that I'd heard a rumor of the reverse split somewhere in the past.
Thanks again for the update. I've got a long term outlook here also and still tucking away shares when it dips. I can wait, cause I see a future here.
Posted by: ken0966nys
In reply to: None
Date:9/9/2005 7:22:04 AM
Post #of 386415
SMKT Very interesting from Tim PQL
Here is the long awaited update regarding the
TXP/SMKT merger. The CEO of TXP, Michael Shores, gave me about twenty
minutes on the phone yesterday evening. I am sending this as
a 'special notice' for maximum exposure to our group.
Here's what I took from the call:
a) The company was indeed asked to provide a much more heavily
detailed PRER14a statement, and three sets of lawyers (TXP, SMKT,
and the SEC) are now scrutinizing the newly compiled version, line by
line. Mr. Shores stated that this filing will contain 'everything we
want to know', which I believe will include revenue and earnings
figures. I did not ask him for any revenue or earnings figures.
b) Last week was a bad week. With the hurricane and the end of the
summer, it was just very difficult getting everyone together on all
the necessary sides to go forward. He said that "we're very very
close" and just said to keep watching for that amended PRER14A to be
released.
c) I asked him how many current employees he had. He stated "about
40 or 41". The August 2004 Supply Chain Champion article stated the
company had 31 employees. While most companies are cutting staff,
TXP seems to have added 33% more.
d) I asked him what his margins were, so I could formulate some
internal projections of my own. His answer surprised me - "Depending
on the project we can do anywhere from 20-60%". This is absolutely
phenomenal, even on the low end. Many tech companies operate in
razor-thin margins, yet TXP seems more than comfy. Apparently TXP
is pricier than some of their lower-cost peers in the industry, but
they can do much greater yields and their manufacturing quality is
far superior.
e) Mr. Shores agreed that there are likely a lot of institutions
watching the company. He cautioned that the company will be far too
small for any major firm to purchase stock anytime soon, but he
believes there will be many eyes on how much TXP is earning as well
as if TXP is able to execute and continue its rapid growth.
Personally, I wouldnt be surprised to see some tech fund managers
who, by policy, can't buy an OTCBB stock, pick up some TXP
personally for their own portfolio.
f) I asked if Texas Instruments was a client, as someone on
ragingbull had posted a recent positive release about their outlook.
He responded "Yeah, we do some work for TI. We do some work for some
of their groups".
--
Wow. Incredible margins, employee growth, and yet another top-name
technology client we're able to confirm. Does it get any better than
this? I will let the SEC take its time in scrutinizing TXP and its
filings and in the meantime I will try to pick up as much stock as
reasonable - this is going to be a very exciting company.
Thanks for the info - Great- Getting anxious about the RM
SMKT UPDATE,Good afternoon members. I received a half dozen emails today seeking
an update regarding the status of the SMKT/TXP merger.
The last solid information I received from Mr. Shores directly said
that we should expect to see the appropriate filings completed by
the 'middle of next week at the latest'. This is consistent with
what I've read on message boards and through emails I've received by
others who have spoken to Mr. Shores.
The last two Fridays have been very exciting in the stock, and by
the close today we might see another nice move again tomorrow.
I want to reiterate that this isn't going to be a 'pump and dump'
event in my opinion. It is my belief there is significant capital
waiting to invest in Texas Prototypes when they are in fact
officially public, and that investors in SMKT prior to the merger
should reap significant rewards. This is not to say that TXP wont
have down days in the stock (let's be realistic), but this will be a
company you can sleep easy with holding overnight.
I am not alone in believing TXP will be a nasdaq company in a few
years. Many of us wish we found cisco ten years ago or dropped a few
hundred bucks into yahoo before the internet boom - but I'd like to
go on a limb and say this may be a situation we'll remember in time.
Why? Because most the major, expensive, household tech names we wish
we bought years ago are TXP CLIENTS. That's got to be a good sign.
Regards and Best of Luck,
Tim / PQL Research
Some of Michael Shores (TXP) thoughts on the business
(08/01/2004 10:00 AM EST)
Michael Shores likes to describe his company as a manufacturing laboratory--two words that typically do not go together.
A curious blend of engineer-scientists and manufacturing-process experts, Shores' 27 employees at Texas Prototypes Inc. are involved in the electronics industry's version of genetic engineering, a discipline whose purveyors predetermine how a product will look and eliminate defects before production.
Using a test-tubelike setting, TXP employees vet electronics designs for flaws, simulate several stages of the supply chain, including component selection, and then switch on a mini-production plant in the latest evolutionary step of the design-for-manufacturability process.
"Boards are carried through here like babies--one at a time," said Shores, co-founder and general manager of TXP, a small contract shop with roots in the EMS arena. "You won't get this type of service in a factory. But we figure if we can build it at 90 or 95 percent yield, the factory should be able to maintain it at 80 or 85 percent."
Though the term ordinarily conjures images of pc-board yield analysis, that somewhat limited concept of DFM is changing as factors such as the growing complexity of designs, shrinking product life cycles and environmental requirements put new strains on the system at all levels of development, from the IC on up to the chassis.
Where once the chief concern was screening out me-
chanical defects before production--weak solder joints or missing components, for instance--now metrics are being developed around everything from testability to quality, serviceability, supply chain, cost, time-to-market and environment. DFM has evolved into DFX: design-for-excellence.
TXP is right in the thick of this evolution. The Richardson, Texas, company is acting as a bridge between design engineers and process engineers, two groups that, even within the confines of a single company, rarely communicate with or understand each other.
Yet their collaboration is at the heart of DFM.
"Typically, engineering picks the parts and crams them down manufacturing's throat," Shores said. "We know we've done our job well when engineers ask us, 'Which connector would you rather see?' "
As evidence of a growing need for TXP's brand of specialization, Shores offers this: Since becoming an independent entity in 2002, the company has seen its revenue double and its customer list grow to more than 40 OEMs, including the top names in the consumer, industrial, communications, photonics and military markets.
Like an increasing number of OEMs today, most of TXP's customers will send the design to an offshore EMS provider for high- volume manufacturing, and this makes design integrity that much more crucial.
"When the design leaves us, it goes right to show time," said Shores. "We mimic the production environment, so when we hand off the supply chain, we know it can be produced in China, or anywhere in the world we send it."
This should of been the second web site down on the last post
http://www.reed-electronics.com/electronicnews/article/CA490308.html?industryid=21366
http://smt.pennnet.com/Articles/Article_Display.cfm?Section=OnlineArticles&SubSection=Display&am...
Looks like TXP Ceo Michael Shores was picked as a finialist for the Ernst& Young's Entrepreneur of the year - Southwest area 2005. Must have impressed someone :)
http://www.ey.com/global/content.nsf/US/EGCS_-_EOY_-_Regional_Programs_-_SWA_-_Overview
This has my interest with the expansion of 2500' clean room and the access to over 100million worth of test equipment. Looks like some new tech in the making.
http://www.ey.com/global/content.nsf/US/EGCS_-_EOY_-_Regional_Programs_-_SWA_-_Overview
John Bennett a engineer with TXP listed on IPC Designers council
http://www.ey.com/global/content.nsf/US/EGCS_-_EOY_-_Regional_Programs_-_SWA_-_Overview
TXP news
http://www.reed-electronics.com/electronicnews/article/CA490308.html?industryid=21366
And wow look at this write-up. Dependability/timely delivery - responsiveness and value. The winner and tied for manufacturing quaility award
http://www.reed-electronics.com/electronicnews/article/CA490308.html?industryid=21366
2004 Supply & Design Chain Champions - Look who's on the same stage Cisco, EMC, NEC - Scroll down for a write - up and photo op of Michael Shores
Can you say NASDAQ
I think most of us were in from 1-2 cents and have likey left with the 2-3 bagger...
But I agree there looks to be much more coming...
Texas Proto. a great co!
Tree
Whats up guys? Seeing alot of chatter about this one around, but this board staying quiet. Seems on the verge of a breakout.
Stock Market Solutions, Inc. (OTC BB: SMKT) Introduces TXP-Texas Prototype’s Pre-Merger Executive Management Team
Aug 8, 2005 9:07:00 AM
NEW ORLEANS, LA -- (MARKET WIRE) -- 08/08/05 -- Stock Market Solutions (OTC BB: SMKT) introduces Texas Prototypes, Inc. pre-merger executive management team. TXP-Texas Prototypes, Inc. is a global provider of pre-manufacturing services for the electronics industry, supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators. The executive management team includes:
Michael C. Shores, President & Chief Executive Officer (CEO)
Mr. Shores, who founded Texas Prototypes, Inc., is an accomplished entrepreneur with a background in high-tech manufacturing. He started his career in the investment banking arena with Merrill Lynch & Lehman Brothers. Over the last decade, he has been successfully involved in helping launch new high-tech products into the consumer, medical, military, networking, and telecommunications markets. Prior to founding TXP in 2001, Mr. Shores started a New Product Introduction center (NPI) for Flextronics in Richardson, Texas, and then went on to help launch their photonics division.
Robert Bruce, CPA, Chief Financial Officer (CFO)
Mr. Bruce has a diversified financial management experience in the technology industry with both Fortune 1000 and Public Accounting Firms. He is a Certified Public Accountant and Certified Information Systems Auditor. Before joining TXP he was Director of Finance and Controller at The viaLink Company for 5 years. Prior to that he was Controller for Fujitsu ICL. He has a B.A in Mathematics and Economics and a Masters of Science in Accounting from the University of Texas at Dallas.
Leo Goldfeld, Vice President Business Development
Mr. Goldfeld has an extensive entrepreneurial and managerial background in Electronics Pre-Manufacturing Services. His technology expertise includes Homeland Security, Wireless Data Networks, Global Engineering, R&D, Design & Development, International Technology Collaboration, and Cross Border Investments. Prior to joining TXP, he established technology intensive companies in Europe & China‘s emerging markets, which include Eurocom Technologies, Iseco and HTC Engineering.
Wayne Morin-MBA, Vice President Photonics
Mr. Morin has a vast amount of experience in the photonics industry. Before joining TXP, he was Senior Director Optics sourcing at Alcatel, USA for three years and prior to that he was senior director of strategic supply for JDSU. He has a BSEE from University of Arizona and an MBA from Santa Clara University.
Nam Seong KIM, Ph.D., President - Texas Prototypes, Inc - Asia
Dr. Kim has over 18 years experience in Photonics, system design, and optical engineering. He was recently the System Design and Optical Pilot Production Center Leader at the Korea Photonics Technology Institute. Prior, he worked for Nortel Networks as a senior System Designer and for Samsung Electronics. He has a Ph.D. and a M.S. in Laser Engineering from the Korean Advanced Institute of Science and Technology and a B.S. from Seoul National University.
Ryan Savage, Director, Prototyping Services
Mr. Savage has over 10 years of experience in advanced electronics assembly and manufacturing. Previously he worked for the Texas Program Management Group of Flextronics International located in Richardson and Plano, Texas. Career highlights include assignments at K-Tec and Benchmark Electronics. He earned a BA in Accounting from Texas A&M University.
Paul S. Potter, MBA, Director, Marketing & Corporate Strategy
Mr. Potter, having served in a variety of executive and director positions, brings a vast amount of technology marketing experience to TXP. During his career he has been awarded major assignments at Hitachi, Matsushita, Panasonic, Photronics, and TI. He has attended executive educational programs at Southern Methodist University and the University of Pennsylvania and holds BS degree in Business Management and a Masters of Business Administration.
“Texas Prototypes' Executive Management Team has the bench strength to oversee all matters related to the healthy growth and future success in the Pre-Manufacturing Services industry sector,” stated Richard Smitten, the president of SMKT. "The merger between the two companies is progressing as expected.”
About TXP-Texas Prototypes
TXP-Texas Prototypes, based in Richardson, Texas, is a global provider of Pre-Manufacturing Services for the electronics industry, supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators. The Company excels in both design and supply chain solutions services for new product development which include prototyping and quick-turn electronic assembly, new product introduction, pilot production, material supply chain management as well as the transfer of product into production. TXP's core technology focus is on complex printed circuit board assemblies, photonics, optoelectronics, and advanced packaging solutions, while forging profitable business opportunities with well-positioned high-speed, digital, analog, and RF technologies and industries that require complementary service requirements. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs. TXP has three operating divisions that build on its core Design for Manufacturability foundation: TXP-Texas Prototypes, TXP-Photonics, and TXP-Packaging. For more information visit www.texasprototypes.com, or contact Michael C. Shores, Tel: 214.575.9300
About Stock Market Solutions
Stock Market Solutions, the acquiring company, assists professional mutual and hedge fund traders and managers, as well as individual investors, to more skillfully trade the stock market. The Company uses proprietary computer software systems based on the "Jesse Livermore methodology," to enable these traders and investors to more successfully trade the stock market. Stock Market Solutions Inc. (OTC BB: SMKT) Investor Relations 1 (504) 561 1104 or visit our website: www.stockmarketsolutions.org
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this press release are "forward-looking statements" that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the company's filings with the Securities and Exchange Commission which may cause actual results, performance and achievements of the company to be materially different from any future results, performance or achievements expressed or implied.
Contact:
Stock Market Solutions, Inc.
Richard Smitten
(504) 561-1104
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN REQUEST FOR PROXIES
SCHEDULE 14A INFORMATION
REQUEST FOR PROXIES PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/X/ Preliminary Request for proxies
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Request for proxies
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Section 240.14a-12
STOCK MARKET SOLUTIONS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Request for written consent via proxy if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
<PAGE>
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11( a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE>
STOCK MARKET SOLUTIONS, INC.
108 Royal Street
New Orleans, Louisiana 70130
504-598-4877
July ___, 2005
Dear Stockholder:
We are requesting that you give your written consent via proxy under Nevada law
to the following one Proposal (the "Proposal"):
1. To approve a reverse stock split of 1 share for every 10 shares owned.
We do not intend to and are not required to have a special meeting to
consider the Proposal under the following provisions of Nevada law:
Nevada Revised Statutes Section 78.320 (2) and (3). - Stockholders'
meetings: Consent for actions taken without meeting.
2. Unless otherwise provided in the articles of incorporation
or the bylaws, any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if,
before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power, except
that if a different proportion of voting power is required for such
an action at a meeting, then that proportion of written consents is
required.
3. In no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given.
There is nothing in our articles of incorporation or bylaws that prevents
securing votes for the Proposal by written consent via proxy only.
Under the above provisions of Nevada law, the Proposal must be approved by
shareholders owning a majority of our issued and outstanding common stock. We
currently have 50,019,000 shares of common stock issued and outstanding.
Therefore, we need to secure written consent via proxies of shareholders owning
in excess of 25,009,500 shares of our common stock for the Proposal to be
adopted.
All voting matters are described in further detail in the accompanying request
for written consent via proxy.
After careful consideration, our board of directors has determined that the
foregoing Proposal is in the best interest of our company and has unanimously
recommended that our stockholders vote "FOR" the Proposal described in the
accompanying request for written consent via proxy.
<PAGE>
Please read the accompanying request for written consent via proxy carefully.
You can ensure that your shares are represented and voted by promptly
completing, signing, dating and returning the enclosed written consent via
proxy. You may revoke your written consent via proxy in the manner described in
the request this written consent via proxy at any time before written consent
via proxies have been received from shareholders owning in excess of 25,009,500
shares of our common stock.
Sincerely,
/s/ Richard Smitten
-------------------
Richard Smitten,
President
<PAGE>
This request for written consent via proxy is first being mailed to our
stockholders on or about July ___, 2005.
STOCK MARKET SOLUTIONS, INC.
REQUEST FOR WRITTEN CONSENT VIA PROXY
To the Stockholders of Stock Market Solutions, Inc.:
We are requesting that you give your written consent via proxy under Nevada law
to the following one Proposal (the "Proposal"):
1. To approve a reverse stock split of 1 share for every 10 shares owned.
We do not intend to and are not required to have a special meeting to consider
the Proposal under the following provisions of Nevada law:
Nevada Revised Statutes Section 78.320 (2) and (3) - Stockholders'
meetings: Consent for actions taken without meeting.
2. Unless otherwise provided in the articles of incorporation or the
bylaws, any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if, before or after the
action, a written consent thereto is signed by stockholders holding at
least a majority of the voting power, except that if a different
proportion of voting power is required for such an action at a meeting,
then that proportion of written consents is required.
3. In no instance where action is authorized by written consent need
a meeting of stockholders be called or notice given.
There is nothing in our articles of incorporation or bylaws that prevents
securing votes for the Proposal by written consent via proxy only.
Under the above provisions of Nevada law, the Proposal must be approved by
shareholders owing a majority of our issued and outstanding common stock. We
currently have 50,019,000 shares of common stock issued and outstanding.
Therefore, we need to secure written consent via proxies of shareholders owning
in excess of 25,009,500 shares of our common stock for the Proposal to be
adopted.
The accompanying request for written consent via proxy describes the foregoing
items in more detail. You are encouraged to read the entire document carefully.
Only stockholders of record at the close of business on July 1, 2005, the record
date, are entitled to receive notice of and to vote on the Proposal.
<PAGE>
Our board of directors has unanimously approved and authorized, and recommends
your approval of the amendment of our Articles of Incorporation and believes
that this transaction is advisable, fair to and in the best interests of our
stockholders. The board recommends that you vote "FOR" the Proposal described
above.
PLEASE SIGN AND RETURN THE ENCLOSED WRITTEN CONSENT VIA PROXY AS PROMPTLY AS
POSSIBLE. You may revoke your written consent via proxy in the manner described
in the request for written consent via proxy at any time before written consent
via proxies have been received from shareholders owning in excess of 25,009,500
shares of our common stock.
By Order of the Board of Directors,
/s/ Richard Smitten
-------------------
Richard Smitten,
Secretary
New Orleans, LA
July ___, 2005
<PAGE>
TABLE OF CONTENTS
QUESTIONS AND ANSWERS....................................................... 8
INFORMATION ABOUT OUR COMPANY...............................................11
INFORMATION ABOUT SOLICITATION AND VOTING...................................11
THE PROPOSAL AND VOTING REQUIREMENTS........................................12
DISSENTERS' AND APPRAISAL RIGHTS............................................12
VOTING AND REVOCATION OF
WRITTEN CONSENTS VIA PROXY..................................................12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.......................................................13
PROPOSAL 1 -- AMENDMENT TO THE ARTICLES
OF INCORPORATION............................................................14
DESCRIPTION OF SECURITIES...................................................14
STAND BY EQUITY DISTRIBUTION AGREEMENT......................................15
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE
ARTICLES OF INCORPORATION...................................................17
ADDITIONAL INFORMATION......................................................18
INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS OT BE ACTED UPON......................................18
PROPOSAL BY SECURITY HOLDERS................................................19
EXPENSE OF REQUEST FOR
WRITTEN CONSENT VIA PROXY...................................................19
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS..................................................19
COMPANY CONTACT INFORMATION.................................................19
<PAGE>
QUESTIONS AND ANSWERS
Q: WHAT ARE THE MATTERS TO BE CONSIDERED IN THIS REQUEST FOR WRITTEN CONSENT VIA
PROXY?
A: We are asking you to vote by written consent via proxy on the following
Proposal:
1. To approve a reverse stock split of 1 share for every 10 shares owned.
Q: WHY ARE WE PROPOSING THE REVERSE SPLIT?
A: The Company is contractually under a merger agreement with Texas Prototypes,
Inc. to undertake this action.
On June 14, 2005, the registrant entered into the following material definitive
agreement: An AGREEMENT AND PLAN OF MERGER (this "Agreement") entered into as of
June 14, 2005, by and among STOCK MARKET SOLUTIONS, INC., a Nevada corporation
(the "Target"), TP ACQUISITION CORP., a Texas corporation and a wholly-owned
subsidiary of the Target (the "Merger Sub"), and TEXAS PROTOTYPES, INC., a Texas
corporation (the "Company"). The Target, the Merger Sub and the Company each,
individually, a "Party" or, collectively, the "Parties."
In connection with this merger, the registrant shall issue the following merger
shares: "Merger Shares" shall mean 90,000,000 shares of common stock, par value
$0.001 per share, that shall equal no less than 94.7% of the Target's issued and
outstanding shares of capital stock after taking into effect a one-for-ten
reverse stock split by the Target at or prior to the Closing, which will require
Target to file and clear a Schedule 14A or Schedule 14C with the Securities and
Exchange Commission, wait 20 days prior to mailing, solicit the required
majority vote of its stockholders, secure a new CUSIP number and make or have
made the appropriate filings with the State of Nevada and the NASD (the "Reverse
Stock Split").
Q: IS STOCKHOLDER APPROVAL REQUIRED TO AMEND OUR ARTICLES OF INCORPORATION?
A: Yes. Under Nevada Revised Statutes Section 78.320 (2) and (3), we are
required to obtain the affirmative vote of the majority of our outstanding
shares of common stock to approve the reverse split.
Q: DO ANY OF OUR STOCKHOLDERS HAVE INTERESTS WHICH MAY CONFLICT WITH MINE?
A: No.
<PAGE>
Q: DOES THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE PROPOSAL?
A: Our board of directors has approved and authorized the amendment of our
articles of incorporation, subject to stockholder approval. This matter was
approved unanimously by the full board.
The board of directors recommends the articles of amendment to amend our
articles of incorporation. The board of directors believes that this transaction
is advisable, fair to and in the best interests of Stock Market Solutions
stockholders. The board of directors recommends that the Stock Market Solutions'
stockholders vote "FOR" the Proposal described above.
Q: HAS ANYONE GIVEN WRITTEN CONSENT OR A WRITTEN CONSENT VIA PROXY?
A: Richard Smitten, our President and owner of 11,000,000 shares of our common
stock has given his consent. No other shareholder has given written consent or
written consent via proxy required under Nevada law.
Q: WHAT SHOULD I DO NOW?
A: After carefully reading and considering the information contained in this
document, you should cast your vote by completing, signing and dating your
written consent via proxy and returning it to the Company by mail or fax.
Q: WILL THERE BE A SPECIAL MEETING TO CONSIDER THE PROPOSAL?
A: No. Under Nevada law, no meeting is required.
Q: WHEN SHOULD I SEND MY WRITTEN CONSENT VIA PROXY? CAN I CHANGE MY VOTE?
A: You should send in your written consent via proxy as soon as possible so that
your shares will be voted. You may change or revoke your consent at any time
before a majority of shares have consented to the Proposal by sending a written
notice to our Secretary. See "Information About Solicitation and Voting --
Voting and Revocation of Written consent via proxy."
Q: WHAT HAPPENS IF I DO NOT VOTE?
A: If you fail to submit a written consent via proxy, your shares will not be
counted and will have the same effect as a vote against the Proposal to amend
the Articles of Incorporation.
<PAGE>
Q: IF MY SHARES ARE HELD BY A BROKER, CUSTODIAN BANK OR OTHER NOMINEE, HOW CAN I
VOTE?
A: If your shares are held by a broker, custodian bank or other nominee, you
must contact them to vote on your behalf. They cannot vote your shares without
receiving instructions from you. If you instruct them on how to vote your
shares, you must follow directions received from them if you wish to change your
vote.
Q: AM I ENTITLED TO DISSENTERS' OR APPRAISAL RIGHTS IN CONNECTION WITH THE
PROPOSAL?
A: No. Under Nevada law, you are not entitled to dissenters' or appraisal rights
in connection with the Proposal.
Q: WHAT IS THE PROCEDURE THAT WILL BE FOLLOWED WITH RESPECT TO MY GIVING WRITTEN
CONSENT VIA PROXY?
A: As set forth in the attached written consent via proxy card, you will appoint
Richard Smitten, as Proxy, with the power to appoint his substitute, and
authorize him, or such substitute, to execute a written consent via proxy to
approve the 1 share for 10 shares reverse split under Nevada Revised Statutes
Section 78.320 (2) and (3). - Stockholders' meetings: Consent for actions taken
without meeting.
Q: WHAT SHOULD I DO IF I HAVE ANY QUESTIONS?
A: If you have any questions or otherwise need assistance, please contact
Richard Smitten, Secretary, by mail at STOCK MARKET SOLUTIONS, INC., 1000
Bourbon St. Suite 380, New Orleans, LA 70116 telephone: 504-598-4877.
<PAGE>
STOCK MARKET SOLUTIONS, INC.
REQUEST FOR WRITTEN CONSENT VIA PROXY
INFORMATION ABOUT OUR COMPANY
We are a Nevada corporation formed in June 1994 under the name Cyber Synergy,
Inc. to develop stock market related software applications. In November 1999, we
changed our name to Jesse Livermore.com, Inc. In December 2001 we changed our
name to Stock Market Solutions, Inc. Our principal executive offices are located
at 1000 Bourbon St. Suite 380, New Orleans, LA 70116, telephone: 504-598-4877.
Stock Market Solutions:
o was inactive until entering the development stage in January 1999;
o has no operating history; and
o has earned no revenues
We offer a teaching and a computer trading program designed to provide
educational/instructional assistance and aid to those stock market traders who
wish to learn how to trade in the stock market using a system previously
developed by an early 20th century stock market trader, Jesse Livermore. We will
use the Internet to execute this on-line computer based stock trading system
which will show stock market traders how to use a trading program which they can
learn, practice and then, if they so desire, use for their own account.
INFORMATION ABOUT SOLICITATION AND VOTING
Written consent via proxy Solicitation
This document is being delivered to you in connection with the solicitation by
the board of directors of written consent via proxy for the Proposal. We will
pay all expenses in connection with solicitation of the written consents via
proxy. Our officer and director, who will receive no additional compensation for
his services, may solicit written consents via proxy by telephone or personal
call. We have asked brokers and nominees who hold stock in our stockholders'
names to give this document to their customers. This document is first being
mailed on or about July ___, 2005.
Record Date
Our stockholders of record at 5:00 p.m. New York time on July 1, 2005, the
record date, are entitled to give consent. Each holder of record of our common
stock at the close of business on the record date is entitled to one vote for
each share then held on each matter voted on by stockholders. At the close of
business on the record date, there were 50,019,000 shares of our common stock
issued and outstanding held by approximately 70 holders of record.
<PAGE>
If you hold your shares of common stock through a broker, custodian bank or
other nominee, generally the nominee may only vote your common stock in
accordance with your instructions. However, if it has not timely received your
instructions, the nominee may vote on matters for which it has discretionary
voting authority. Brokers generally will not have discretionary voting authority
to vote on any of the transactions. If a nominee cannot vote on a matter because
it does not have discretionary voting authority, this is a "broker non-vote" on
that matter.
THE PROPOSAL AND VOTING REQUIREMENTS
The corporate action involves one Proposal (the "Proposal"):
1. To approve a one share for ten share reverse stock split.
The Proposal requires stockholder approval by shareholders owning at least a
majority of our issued and outstanding common stock, or more than 25,009,500
shares.
DISSENTERS' AND APPRAISAL RIGHTS
Under Nevada law you are not entitled to appraisal rights in connection with the
Proposal.
VOTING AND REVOCATION OF WRITTEN CONSENT VIA PROXIES
You will be asked to vote on the Proposal set forth above by giving written
consent via proxy as provided under Nevada law. You may also abstain from voting
with respect to the Proposal. For purposes of the vote required under Nevada
law, a failure to vote and a broker non-vote will each have the same legal
effect as a vote against adoption of the Proposal.
You may revoke your written consent via proxy for consent at any time before we
receive the requisite majority of proxies for written consents via proxy by one
of the following means:
o sending our Secretary a notice revoking it; or
o submitting a duly executed written consent via proxy with a later
date.
Your written consent via proxy is irrevocable after we receive the requisite
majority of written consent via proxies.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership, as of the date of this Request for
written consent via proxy, of our common stock by each person known by us to be
the beneficial owner of more than 5% of our outstanding common stock, our
directors, and our executive officers and directors as a group. To the best of
our knowledge, the persons named have sole voting and investment power with
respect to such shares, except as otherwise noted. There are not any pending or
anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address of all
persons listed below is 1000 Bourbon St. Suite 380, New Orleans, LA 70116.
--------------------------------------------------------------------------
Name address of Amount of beneficial owner Percentage
beneficial owner ship
--------------------------------------------------------------------------
Richard Smitten 11,000,000 21
1752 NW 3rd Terrace
Suite 118-c Fort
Lauderdale, Fl
33311
--------------------------------------------------------------------------
All directors and 11,000,000 21
executive officers as
a group (one person)
--------------------------------------------------------------------------
<PAGE>
This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the stockholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
50,019,000 shares of common stock outstanding as of July 1, 2005.
SUBMISSION OF STOCKHOLDER PROPOSALS
If you would like to present a proposal for possible inclusion in the Company's
2006 Proxy Statement pursuant to the SEC's rules, send the proposal to Richard
Smitten, President of the Company, 108 Royal Street New Orleans, Louisiana
70130, by registered, certified, or express mail. Proposals must be received on
or before March 3, 2006, except as described below.
Stockholders who would like to bring business before the 2006 Annual
Meeting of Stockholders other than through a stockholder proposal pursuant to
the SEC's rules must notify the President of the Company in writing. The notice
must be delivered to or mailed and received at the principal executive offices
of the Company no later than March 3, 2006 and no earlier February 1, 2006.
PROPOSAL 1 - REVERSE STOCK SPLIT
The Company's Board of Directors recommends a one share for ten share reverse
stock split.
Purpose of Increasing Number of Authorized Shares of Common Stock
The Company is contractually under a merger agreement with Texas Prototypes,
Inc. to undertake this action.
On June 14, 2005, the registrant entered into the following material definitive
agreement: An AGREEMENT AND PLAN OF MERGER (this "Agreement") entered into as of
June 14, 2005, by and among STOCK MARKET SOLUTIONS, INC., a Nevada corporation
(the "Target"), TP ACQUISITION CORP., a Texas corporation and a wholly-owned
subsidiary of the Target (the "Merger Sub"), and TEXAS PROTOTYPES, INC., a Texas
corporation (the "Company"). The Target, the Merger Sub and the Company each,
individually, a "Party" or, collectively, the "Parties."
In connection with this merger, the registrant shall issue the following merger
shares: "Merger Shares" shall mean 90,000,000 shares of common stock, par value
$0.001 per share, that shall equal no less than 94.7% of the Target's issued and
outstanding shares of capital stock after taking into effect a one-for-ten
<PAGE>
reverse stock split by the Target at or prior to the Closing, which will require
Target to file and clear a Schedule 14A or Schedule 14C with the Securities and
Exchange Commission, wait 20 days prior to mailing, solicit the required
majority vote of its stockholders, secure a new CUSIP number and make or have
made the appropriate filings with the State of Nevada and the NASD (the "Reverse
Stock Split").
According to information on TXP's website:
The TXP Technology Team has been together since 1998 when they began working as
the prototyping arm of a Tier One EMS provider where they specialized in PCBA,
Optoelectronics and other complex packages and boards. In 2002 the team formed a
separate commercial entity, Texas Prototypes, Inc (TXP). From the team's
inception they worked with both OEMs and CMs to evolve the process of how the
electronics industry approaches prototyping, new product development, and
product transfer into volume production. In 2004 TXP introduced the
TXP-Photonics and TXP-Packaging groups to support the design, prototyping,
supply chain, and transfer to volume production of advanced packaging and
photonics technologies. Our approach begins with focusing on the execution of
the process because, "It's all about execution." Our processes enable the
electronic industry's OEMs and technology innovators to get to market faster
with reduced cost and increased efficiency in new product technologies, allowing
OEMS to focus on their core competencies in IP, product development, marketing,
and branding while allowing their contract manufacturers of choice to focus on
their core competencies in providing volume production at lower cost.
Our engineers have electrical engineering, process engineering, and
manufacturing experience, so they can discuss projects with the design engineer,
foresee potential problems, and make concrete suggestions for alternative
approaches. Because our engineers worked within an EMS company, they understand
the needs of the engineer in developing a new product, the demands placed on the
EMS, and the requirements of the OEM.
TXP offers complete manufacturing services, solutions, and support of quick-turn
electronic assembly prototyping, new product introduction (NPI), pilot
production, and material and supply chain management for OEMs. Our charter is to
support the OEMs and technology product developers with their entire product
development and introduction process that includes prototyping through complete
program transfer to volume production.
These processes include:
o Electronic Technology Manufacturing Road Mapping
o New Product Development
o PCB Layout
<PAGE>
o Test Development
o Quick-Turn Prototyping Assembly
o Surface MountTechnology (SMT)
o Backplanes
o Optoelectronics
o Photonics
o Advanced Packaging
o Process Development
o Complex Spot-builds
o Pilot Production
o New Product Introduction
o System Assembly
o Production Transfer
o Global Program Transfer
o Material and Supply Chain Management
With our direct experience with top tier contract manufacturers, TXP supports
OEMs throughout the entire product development cycle to the hand-off of lower
cost volume production in-house, locally, regionally, nationally, or globally
and in multiple locations.
TXP builds technology relationships with large, medium, small, and strategic
start-up OEMs that have new products to prototype, test, and refine.
Additionally, we offer low volume pilot and pre-production for initial product
launch. Our prototyping process will confirm and validate the functionality of
the product, and we will assist in making suggestions to improve its
manufacturability. When your product reaches high-volume production, TXP will
seamlessly transition your product program to the contract manufacturer of your
choice.
TXP uses the same type of equipment, processes, and quality controls as most
contract manufacturers. When the OEM customer is ready to transfer its products
into volume manufacturing, our process is completely seamless in transferring
into any factory selected.
Our Board of Directors believes that it is in the interest of stockholders of
our company to have implement a reverse split. Our Board of Directors believes
that a reverse split coupled with the TXP merger would have the effect of
increasing the trading prices of our common shares, and the anticipated higher
share price resulting from the reverse split and merger may make our common
shares more attractive to investors. In addition, the Board of Directors
believes that our stockholders will benefit from relatively lower trading costs
for a higher priced stock. The combination of potentially lower transaction
costs and increased interest from investors could ultimately improve the trading
liquidity of our common shares.
Certain Risks Associated with the Reverse Split
------------------------------------------------
There can be no assurance that the total market capitalization of our common
shares (the aggregate value of all common shares at the then market price)
immediately after the proposed reverse split will be equal to or greater than
<PAGE>
the total market capitalization immediately before the proposed reverse split or
that the per share market price of the our company's common shares following the
reverse split will remain equal to or higher than the product of per share
market price and the consolidation ratio immediately before the reverse split.
Although we anticipate that the market price of our common shares would increase
from the reverse split, the increased price may not be sustainable. In addition,
the post-reverse split market price may not equal or exceed the direct
arithmetical result of the consolidation (that is, from five to ten times the
pre-consolidation price, depending on the ratio selected by our board of
directors). There are numerous factors and contingencies which would affect such
price, including the status of the market for the common shares at the time, our
company's reported results of operations in future periods, and general
economic, stock market and industry conditions.
Accordingly, our total market capitalization after the proposed reverse split
may be lower than the total market capitalization before the proposed reverse
split and, in the future, the market price of our common shares may not exceed
or remain higher than the market price prior to the proposed reverse split.
If the reverse split is implemented, the resulting per share market price may
not attract investors, and consequently, the trading liquidity of our common
shares may not improve.
While our Board of Directors believes that a higher share price may help
generate investor interest in our company's common shares, the reverse split may
not result in an increased market price or a per share market price that will
attract investors. As a result, the trading liquidity of our common shares may
not necessarily improve.
A decline in the market price of our common shares after the reverse split may
result in a greater percentage decline than would occur in the absence of a
reverse split, and the liquidity of the common shares could be adversely
affected following such a reverse split.
If the reverse split is implemented and the market price of our common shares
declines, the percentage decline may be greater than would occur in the absence
of the reverse split. The market price of our common shares will, however, also
be based on our company's performance and other factors, which are unrelated to
the number of common shares outstanding. Furthermore, the liquidity of our
common shares could be adversely affected by the reduced number of common shares
that would be outstanding after the reverse split.
You will suffer dilution in share ownership percentage as a result of the
merger.
Prior to the merger, our shareholders own 100% or the issued and outstanding
stock of Stock Market Solutions. Following the TXP merger, they will own only
approximately 5% of the total issued and outstanding shares of the combined
company.
<PAGE>
Principal Effects of the Reverse Split
If approved, the reverse split will occur simultaneously for all of our common
shares and the consolidation ratio will be the same for all of our common
shares. The reverse split will affect all stockholders uniformly and will not
affect any stockholder's percentage ownership interest in our company, except to
the extent that the reverse split would otherwise result in any stockholder
owning a fractional share. As described below under "Effect on Fractional
Stockholders", registered stockholders otherwise entitled to fractional shares
will be entitled to cash payments in lieu of such fractional shares. Such cash
payments will reduce the number of post-consolidation stockholders to the extent
there are stockholders who otherwise would be entitled to receive less than one
common share of our company after the reverse split. In addition, the reverse
split will not affect any stockholder's proportionate voting rights (subject to
the treatment of fractional shares). Each common share outstanding after the
reverse split will be entitled to one vote and will be fully paid and
non-assessable.
We currently have 50,019,000 shares of common stock issued and outstanding. The
principal effects of the reverse split will be that: the number of common shares
of the Company issued and outstanding will be reduced to 5,019,000.
The reverse split may result in some stockholders owning "odd lots" of less than
100 common shares of the Company on a post-consolidation basis. Odd lots may be
more difficult to sell, or require greater transaction costs per share to sell,
than shares in "board lots" of even multiples of 100 shares.
Effect on Fractional Stockholders
No fractional shares will be issued if, as a result of the reverse split, a
registered stockholder would otherwise become entitled to a fractional share.
Instead, we will pay to the registered stockholder, in cash, the value of any
fractional share interest arising from the reverse split. The amount of the cash
payment will be equal to the product obtained by multiplying the fraction by the
average closing price of our common shares (as adjusted to reflect the share
consolidation) on the OTC Bulletin Board for the ten trading days immediately
prior to the effective date of the reverse split. If such price or prices are
not available, the fractional share payment will be based on such other price or
prices as determined by our board of directors in its sole discretion. A
stockholder whose latest address in our company's share register is in Canada
will receive the Canadian dollar equivalent of any fractional share payment to
which such stockholder is entitled. Such payment will be converted from United
States dollars into Canadian dollars based upon the noon spot rate published by
the Bank of Canada on the business day immediately prior to the effective date
of the reverse split. No transaction costs will be assessed to stockholders for
this conversion. Stockholders will not be entitled to receive interest for the
period of time between the effective date of the reverse split and the date
payment is made for their fractional shares.
A person otherwise entitled to a fractional share interest will not have any
voting, dividend or other rights in respect of their fractional interest except
to receive the cash payment as described above. Such cash payments will reduce
the number of post-consolidation stockholders to the extent that there are
<PAGE>
stockholders holding fewer than the number of pre-consolidation shares specified
in the ratio selected by our Board of Directors at the time the reverse split is
implemented. This, however, is not the purpose for which the Company is
effecting the reverse split.
Effect on Non-registered Stockholders
Non-registered stockholders holding their common shares through a bank, broker
or other nominee should note that such banks, brokers or other nominees may have
different procedures for processing the reverse split than those that will be
put in place by our company for registered stockholders, and their procedures
may result, for example, in differences in the precise cash amounts being paid
by such nominees in lieu of fractional share interests. If you hold your shares
with such a bank, broker or other nominee and if you have questions in this
regard, you are encouraged to contact your nominee.
Effect on Share Certificates
If the proposed reverse split is approved by stockholders and implemented by our
board of directors, we will make further announcements regarding how registered
stockholders may exchange their existing shares certificates with new share
certificates, representing the number of post-consolidation common shares to
which the stockholders are entitled.
STOCKHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY SHARE CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Income Tax Consequences of the Reverse Stock Split
We will not seek an opinion of counsel or a ruling from the Internal Revenue
Service or Canada Revenue Agency ("CRA") regarding the income tax consequences
of the reverse stock split. For stockholders subject to the United States
taxation, we believe that because the reverse stock split is not part of a plan
to increase any proportionate interest in the assets or earnings and profits of
our company, the reverse stock split will have, among others, the following
material federal income tax effects:
o A stockholder will not recognize gain or loss as a result of the
reverse stock split. In the aggregate, the stockholder's basis in
post-consolidation common shares (including any fractional share
deemed received) will equal his or her basis in the
pre-consolidation split common shares.
o A stockholder's holding period for tax purposes for shares of the
post-consolidation common shares will be the same as the holding
period for tax purposes of the pre-consolidation common shares
exchanged therefor.
o The reverse stock split will constitute a reorganization within the
meaning of Section 368(a)(1)(E) of the Internal Revenue Code of
<PAGE>
1986, as amended, or will otherwise qualify for general
nonrecognition treatment, and our company will not recognize any
gain or loss as a result of the reverse stock split.
For stockholders subject to Canadian taxation, under the current administrative
policy of the CRA, no disposition or acquisition will be considered to have
occurred for Canadian federal income tax purposes as a result of the
consolidation of the our common shares. Consequently, other than upon receipt by
a stockholder of cash for a fraction of a share arising from the consolidation,
the reverse split will not result in the realization of any income, gain or loss
by a stockholder. In general, for a stockholder that holds our common shares as
capital property, the aggregate adjusted cost base of the common shares held by
such stockholder immediately after the reverse split will be the same as the
aggregate adjusted cost base of the common shares held by such stockholder
immediately before the consolidation subject to the reduction resulting from the
receipt of cash for fractional shares described below. Other stockholder should
confirm with their own tax advisors the resulting cost to them of common shares
held immediately after the consolidation.
A stockholder, subject to Canadian taxation who receives cash in lieu of a
fraction of a share will be required to include any resulting gain or loss in
the computation of the stockholder's income in the normal fashion for the
stockholder under the Tax Act. However, consistent with the administrative
practice of the CRA in analogous circumstances, if a stockholder holds our
common shares as capital property and receives cash in an amount not exceeding
Cdn$200 in lieu of a fraction of a share on the reverse split, the stockholder
may ignore the computation of any gain or loss on the partial disposition of the
stockholder's fractional interest and reduce the adjusted cost base of the
common shares received on the reverse split by the amount of such cash.
The above summary does not discuss any state, provincial, local, foreign or
other tax consequences. The summary is for general information only and does not
discuss consequences which may apply to special classes of taxpayers. The tax
treatment of a stockholder may vary depending upon the particular facts and
circumstances of such stockholder.
ACCORDINGLY, STOCKHOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISERS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT, INCLUDING THE
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.
Procedure for Implementing the Reverse Split
---------------------------------------------
If the special resolution is approved by stockholders and our board of directors
decides to implement the reverse split, we will promptly file a certificate of
amendment with the Secretary of State of the State of Nevada in the form
prescribed by Nevada General Corporation Law to amend our Articles of
Incorporation. The reverse split will become effective on the filing date of the
<PAGE>
certificate of amendment or such later date as may be specified on the
certificate of amendment, provided that such later date may not be more than 90
days after the filing date. We will also file a Form 8-K with the SEC to report
the reverse split and the amendment to our Articles of Incorporation.
Vote Required and Recommendation of Board of Directors
The text of the resolution, which will be submitted to stockholders at the
meeting, is set forth below. For the reasons indicated above, the Board of
Directors and management of our company believe that the proposed share reverse
split is in the best interests of our company and its stockholders and,
accordingly, recommend that stockholders vote FOR the special resolution. The
resolution must be approved by a majority of all the issued and outstanding
common shares of our company.
Failure to approve the reverse split
If the reverse split is not approved, the TXP merger will not occur.
DESCRIPTION OF SECURITIES
Common Stock
The current authorized capital stock of the Company consists of 100,000,000
shares o0f common stock, par value $0.001 per share. As of July 10, 2005, the
Company had 50,019,000 shares of common stock outstanding. Each share of the
Company's common stock entitles the holder to one vote on each matter submitted
to a vote of shareholders, including the election of directors. There is no
cumulative voting. The holders of the Company's common stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors out of funds legally available therefor. Holders of the
Company's common stock have no preemptive, conversion or other subscription
rights. There are no redemption or sinking fund provisions available to the
Company's common stock. In the event of liquidation, dissolution or winding up
the Company, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities. Additional information can be
found in our Articles of Incorporation and our Bylaws, which are filed with the
Securities and Exchange Commission.
Our stock became qualified for quotation on the over the counter bulletin board
under the symbol "SMKT" in 2002. However, as of December 31, 2002, there has
been no trading in our stock. In 2003 on April 1 we began trading on the
bulletin board.
High and Low Sales Prices for each quarter within the last two fiscal years.*
HIGH LOW
(Price per Share $) (Price per Share $)
Mar 03 .50 .12
June 03 .12 .3
<PAGE>
Sept 03 .10 .3
Dec 03 .6 .3
Mar 04 .01 .006
June 04 .01 .008
Sept 04 .01 .007
Dec 04 .01 .007
* The quotations reflect inter-dealer prices, without mark-up, mark-down or
STANDBY EQUITY DISTRIBUTION AGREEMENT
Summary
In June 2004, we entered into a standby equity distribution agreement with
Cornell Capital Partners, L.P. Pursuant to the standby equity distribution
agreement, we may, at our discretion, periodically sell to Cornell Capital
Partners shares of common stock for a total purchase price of up to $5,000,000.
For each share of common stock purchased under the standby equity distribution
agreement, Cornell Capital Partners will pay 92% of the lowest volume weighted
average price of the our common stock as quoted by Bloomberg, L.P. on the
Over-the-Counter Bulletin Board or other principal market on which our common
stock is traded for the five days immediately following the notice date. Cornell
Capital Partners is a private limited partnership whose business operations are
conducted through its general partner, Yorkville Advisors, LLC. We also gave
Cornell Capital Partners a compensation debenture in the amount of $240,000 upon
execution of the equity distribution agreement. In addition, we engaged
Newbridge Securities Corporation, a registered broker-dealer, to advise us in
connection with the standby equity distribution agreement. For its services,
Newbridge Securities Corporation will receive 181,818 shares of our common
stock.
Standby Equity Distribution Agreement Explained
Pursuant to the standby equity distribution agreement, we may periodically sell
shares of common stock to Cornell Capital Partners, L.P. to raise capital to
fund our working capital needs. The periodic sale of shares is known as an
advance. . A closing will be held six trading days after such written notice at
which time we will deliver shares of common stock and Cornell Capital Partners,
L.P. will pay the advance amount.
We may request advances under the standby equity distribution agreement once the
underlying shares are registered with the Securities and Exchange Commission.
Thereafter, we may continue to request advances until Cornell Capital Partners
has advanced $5,000,000 or two years after the effective date of the
accompanying registration statement, whichever occurs first. We may request an
advance every five trading days. The maximum amount per advance is $100,000 and
the maximum aggregate advance during any 30 day period is $400,000. The amount
available under the standby equity distribution agreement is not dependent on
the price or volume of our common stock. Because Cornell Capital Partners can
<PAGE>
repeatedly acquire and sell shares, this limitation does not limit the potential
dilutive effect or the total number of shares that Cornell Capital Partners may
receive under the standby equity distribution agreement.
We cannot predict the actual number of shares of common stock that will be
issued pursuant to the standby equity distribution agreement, in part, because
the purchase price of the shares will fluctuate based on prevailing market
conditions and we have not determined the total amount of advances we intend to
draw. Nonetheless, we can estimate the number of shares of our common stock that
will be issued using certain assumptions. For example, we would need to issue
93,720,712 shares of common stock in order to raise the maximum amount of
$5,000,000 under the equity distribution agreement at a purchase price of
$.05335 (i.e., 92% of a recent stock price of $.04).
Our obligation to issue shares upon receipt of an advance pursuant to the
standby equity distribution agreement is essentially limitless, although under
the terms of the agreement Cornell Capital Partners may not own more than 9.9%
of our outstanding common stock at any time. The common stock to be issued under
the standby equity distribution agreement will be issued at an 8% discount to
the market price as defined in the agreement.
We registered on Form SB-2 a total of 50,000,000 shares of common stock for the
sale under the standby equity distribution agreement. The issuance of shares
under the equity distribution agreement may result in a change of control. That
is, up to 50,000,000 shares of common stock could be issued under the standby
equity distribution agreement. If all or a significant block of these shares are
held by one or more stockholders working together, then such stockholder or
stockholders would have enough shares to assume control of us by electing its or
their own directors. This could happen, for example, if Cornell Capital Partners
sold the shares purchased under the standby equity distribution agreement to the
same purchaser.
Sample Conversion Calculation of the Convertible Debenture
In June 2004, in connection with the standby equity distribution agreement with
Cornell Capital Partners, L.P., we gave Cornell Capital Partners, L.P. an
unsecured convertible debenture in the amount of $240,000. The convertible
debenture is due and payable, with 5% interest, three years from the date of
issuance, unless sooner converted into shares of our common stock. The debenture
is convertible, subject to a maximum cap of $75,000 per thirty day period, at
the holder's option any time up to maturity at a conversion price equal to an
amount equal 97% of the lowest volume weighted average price of the our common
stock as quoted by Bloomberg, L.P. on the Over-the-Counter Bulletin Board or
other principal market on which our common stock is traded for the five days
immediately following the notice date. At maturity, we have the option to either
pay the holder the outstanding principal balance and accrued interest or to
convert the debenture into shares of common stock at a conversion price equal to
an amount equal to an amount equal 97% of the lowest volume weighted average
price of the our common stock as quoted by Bloomberg, L.P. on the
Over-the-Counter Bulletin Board or other principal market on which our common
stock is traded for the five days immediately preceding the conversion date.
<PAGE>
The full principal amount of the convertible debenture is due upon default under
the terms of convertible debenture. We are obligated to register the resale of
the conversion shares issuable upon conversion of the debenture under the
Securities Act of 1933, as amended, no later than thirty (30) days from June 14,
2004.
Our obligation to issue shares upon conversion of our convertible debenture is
essentially limitless, although the debenture provides that Cornell Capital
Partners, L.P. may only convert the debenture for a number of shares that would
cause it to beneficially own no more than 4.99% of the outstanding shares of our
common stock following such conversion.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION
Although the increase in the authorized number of shares of common stock will
not, in and of itself, have any immediate effect on the rights of our
stockholders, any future issuance of additional shares of common stock could
affect our stockholders in a number of respects, including the following:
o Dilution to the existing stockholders, including a dilution of the
voting power of the current holders of our common stock, and a
decrease in the earnings per share and book value per share of
outstanding shares of our common stock at such time. In addition,
the issuance of additional shares could adversely affect the market
price of our common stock.
o The issuance of authorized but unissued stock could be used to deter
a potential takeover of us that may otherwise be beneficial to
stockholders by diluting the shares held by a potential suitor or
issuing shares to a stockholder that will vote in accordance with
our board of directors' desires. A takeover may be beneficial to
independent stockholders because, among other reasons, a potential
suitor may offer such stockholders a premium for their shares of
stock compared to the then-existing market price. Management might
use the additional shares to resist or frustrate such a third party
transaction providing an above market premium that is favored by a
majority of the independent shareholders.
We have no present intention to use the increased authorized common stock for
anti-takeover purposes, nor is the proposed amendment in response to any effort
by any person or group to accumulate our stock or to obtain control of us by any
means. The proposed amendment is not intended to have any anti-takeover effect
and is not part of any series of anti-takeover measures contained in our
articles of incorporation or bylaws as in effect on the date hereof. However,
the issuance of additional shares of common stock would increase the number of
shares necessary to acquire control of the board of directors or to meet the
voting requirements imposed by Nevada law with respect to a merger or other
business combination involving us. Issuance of additional shares unrelated to
any takeover attempt could also have these effects. Management has no current
<PAGE>
intent to propose anti-takeover measures in future proxy solicitations or
request for written consent via proxy. Further, the Company does not have any
plans or proposal to adopt provisions or enter into agreements and there are no
provisions in any existing agreements, including but not limited to our
articles, bylaws, employment agreements or credit agreements, that may have
material anti-takeover consequences.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith file annual and quarterly
reports on Form 10-KSB and 10-QSB, proxy and request for written consent via
proxy and other forms and reports with the Securities and Exchange Commission.
Reports and other information filed by us can be inspected and copied at the
public reference facilities maintained at the Securities and Exchange Commission
at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such
material can be obtained upon written request addressed to the Securities and
Exchange Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Securities and Exchange
Commission also maintains a web site on the Internet (http://www.sec.gov) where
reports, proxy and request for written consent via proxy and other information
regarding issuers that file electronically with the Securities and Exchange
Commission through the Electronic Data Gathering, Analysis and Retrieval System
may be obtained free of charge.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or director of
the Company.
(b) No director of the Company has informed the Company that he intends to
oppose the proposed actions to be taken by the Company set forth in this request
for written consent via proxy.
PROPOSAL BY SECURITY HOLDERS
No security holder has requested the Company to included any Proposal in this
request for written consent via proxy.
EXPENSE OF REQUEST FOR WRITTEN CONSENT VIA PROXY
The Company has paid no expenses in connection with or related directly or
indirectly to this Request for written consent via proxy prior to its mailing.
The expenses of mailing this Request for written consent via proxy will be borne
by our Company, including expenses in connection with the preparation and
mailing of this Request for written consent via proxy and all documents that now
accompany or may after supplement it. It is contemplated that brokerage houses,
custodians, nominees, and fiduciaries will be requested to forward the Request
<PAGE>
for written consent via proxy to the beneficial owners of our common stock held
of record by such persons and that our Company will reimburse them for their
reasonable expenses incurred in connection therewith.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one request for written consent via proxy is being delivered to multiple
security holders sharing an address unless the Company has received contrary
instructions from one or more of the security holders. The Company shall deliver
promptly upon written or oral request a separate copy of the request for written
consent via proxy to a security holder at a shared address to which a single
copy of the documents was delivered. A security holder can notify the Company
that the security holder wishes to receive a separate copy of the request for
written consent via proxy by sending a written request to the Company below; or
by calling the Company at the number below and requesting a copy of the Request
for written consent via proxy. A security holder may utilize the same address
and telephone number to request either separate copies or a single copy for a
single address for all future request for written consent via proxy and annual
reports.
COMPANY CONTACT INFORMATION
All inquires regarding our Company should be addressed to our Company's
principal executive office:
STOCK MARKET SOLUTIONS, INC.
1000 Bourbon St. Suite 380, New Orleans, LA 70116
504-598-4877
Attention: Richard Smitten, President
SIGNATURE
Dated July ___, 2005
/s/ Richard Smitten
-------------------
Richard Smitten, Chairman, President and CEO
<PAGE>
THIS REQUEST FOR WRITTEN CONSENT VIA PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS STOCK MARKET SOLUTIONS, INC.
WRITTEN CONSENT VIA PROXY IN CONNECTION WITH ACTION WITHOUT A MEETING OF
STOCKHOLDERS
The undersigned hereby appoints Richard Smitten, as Proxy, with the power to
appoint his substitute, and hereby authorizes him, or such substitute, to
execute a written consent to reverse split our stock, 1 share for 10 shares,
under Nevada Revised Statutes Section 78.320 (2) and (3). - Stockholders'
meetings: Consent for actions taken without meeting.
1. To reverse split our stock, 1 share for 10 shares
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Proxy is not authorized to vote upon any other business.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 ABOVE.
Receipt of related Request for Written consent via proxy dated July ___, 2005 is
hereby acknowledged.
Please sign your full name. When shares are held by joint tenants, both should
sign. When signing as attorney, or as executor, administer, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated:
------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY
------------------------------------------------------------------
Signature
------------------------------------------------------------------
Signature if held jointly
</TEXT>
</DOCUMENT>
Stock Market Solutions, Inc. (OTC BB: SMKT) Announces Texas Prototypes Was Selected as a Supply Chain Champion Alongside Cisco, EMC, NEC & Sparton
TXP-Texas Prototypes, Inc. Named a Supply & Design Chain Champion by Electronics Supply & Manufacturing Magazine
Jul 15, 2005 9:00:00 AM
NEW ORLEANS, LA -- (MARKET WIRE) -- 07/15/05 -- Texas Prototypes was previously named as a 2004 Supply & Design Chain Champion by Electronics Supply & Manufacturing magazine. According to Editor-in-Chief Bruce Rayner of Electronics Supply & Manufacturing, "Texas Prototypes was selected as a 2004 Supply & Design Chain Champion for its contribution to bridging the gulf between design engineering and manufacturing. TXP has developed and refined processes that enable OEMs and contract manufacturers to more cost-effectively manage the handoff from design to production."
Five companies were selected as 2004 Supply & Design Chain Champions: Cisco, EMC, NEC, Sparton, and Texas Prototypes. The winners were nominated by the readers and selected as "champions" by the editors of Electronics Supply & Manufacturing. "They are labeled champions because they are all innovators and are out in front of the curve with their supply and design chain practices," stated Bruce Rayner. "The winners share a few important attributes. They are not afraid to challenge conventional wisdom, they are decisive, and they understand that being innovative is a process, not an end point."
"We are very proud to have been selected for this award as it further validates our business model and its significance in the supply chain," said Michael C. Shores, President & CEO of TXP, who accepted the award.
As the editors of Electronics Supply & Manufacturing noted, "Texas Prototypes recognized an unfilled need in the design-to-manufacturing process. They offer a highly valuable, differentiated solution. The TXP team originated as part of a Design and New Product Introduction center of a tier one EMS company where they learned what it takes to work with design engineers to qualify a product. The engineers on the team are electrical engineers, plus they are also very senior manufacturing process engineers and have worked in a volume environment so they have practical experience with what a factory needs. They can readily communicate with the OEM's engineers. They basically "debug" the processes and help secure supply chain, then manage the transfer to the manufacturing facility, whether that of the OEM or an EMS company, anywhere in the world. It is exciting to see TXP's model recognized with this award."
To view the complete article on Supply & Design Chain Champions by Electronics Supply & Manufacturing magazine, a CMP publication, link on: http://www.texasprototypes.com/uploads/esmdesignsupplychainchampion111504.pdf
About Electronics Supply & Manufacturing
Electronics Supply & Manufacturing, a CMP publication, is a monthly magazine that serves the information needs of the global OEM and EMS management audience with insight on how to manage their business, supply base, supply chain, design chain, and manufacturing strategies.
About TXP-Texas Prototypes
TXP-Texas Prototypes, based in Richardson, Texas, is a global provider of Pre-Manufacturing Services for the electronics industry, supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators. The Company excels in both design and supply chain solutions services for new product development which include prototyping and quick-turn electronic assembly, new product introduction, pilot production, material supply chain management as well as the transfer of product into production. TXP's core technology focus is on complex printed circuit board assemblies, photonics, optoelectronics, and advanced packaging solutions, while forging profitable business opportunities with well-positioned high speed, digital, analog, and RF technologies and industries that require complementary service requirements. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs. TXP has three operating divisions that build on its core Design for Manufacturability foundation: TXP-Texas Prototypes, TXP-Photonics, and TXP-Packaging. For more information visit www.texasprototypes.com, or contact Michael C. Shores, Tel: 214.575.9300
About Stock Market Solutions
Stock Market Solutions, the acquiring company, assists professional mutual and hedge fund traders and managers, as well as individual investors, to more skillfully trade the stock market. The Company uses proprietary computer software systems based on the "Jesse Livermore methodology," to enable these traders and investors to more successfully trade the stock market. Stock Market Solutions Inc. (OTC BB: SMKT) Investor Relations 1 (504) 561 1104 or visit our website: www.stockmarketsolutions.org
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this press release are "forward-looking statements" that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the company's filings with the Securities and Exchange Commission which may cause actual results, performance and achievements of the company to be materially different from any future results, performance or achievements expressed or implied.
Contact:
Stock Market Solutions, Inc.
Richard Smitten
(504) 561-1104
Anyone noticed when SMKT got removed from the SHO list? its no longer there.
off topic: eztradin scrh had s8 for 2300000 from last week. the volume past 3 days have been 3360770, you think s8 is close to being finished or done?
Sold just about all my position also during the last run, but with the 4,690,000 S8 and the possibility of a PPS drop I may accumulate a position to hold through the 10 for 1 R/S.
Dallas News .Com Local briefs
10:08 PM CDT on Thursday, June 23, 2005
From Staff and Wire Reports
Texas Prototypes plans stock swap to go public
Richardson-based Texas Prototypes Inc. intends to go public through a stock swap with Stock Market Solutions Inc., the New Orleans-based firm announced earlier this week.
Under the terms of the deal – known as a reverse merger – Texas Prototypes will receive 94.7 percent of the outstanding and issued shares of Stock Market Solutions. Once the merger is approved by federal regulators, the new company will be renamed TXP Corp. and trade on the Over the Counter Bulletin Board with a new ticker symbol.
Shares of Stock Market Solutions, which teaches stock market investing methods, closed at a little over 2 cents each Thursday.
Texas Prototypes helps high-tech companies come up with the most efficient way to make new electronic products.
Michael Shores, Texas Prototypes' current chief executive officer, will continue in that position with TXP.
will buy back after R/S 1:10 good luck fellow investors
MM's pulled it up with each single buy and now do the opposite with each single sell. Otcbb life... is sometimes good, sometimes less. GL anyway early buyers Ed
just superrr. Took half of my profits,rest free ride. GLTA Edp
CA Columnist 'Entrepreneur of Year' Finalist By Mike Buetow
Wednesday, 22 June 2005
http://circuitsassembly.com/cms/cms/content/view/1723/95/
RICHARDSON, TX – Michael C. Shores, president and chief executive of TXP-Texas Prototypes Inc, was named a finalist for Ernst & Young's Entrepreneur of the Year 2005.
The E&Y program recognizes significant business achievements around the world made possible by the entrepreneurial spirit.
incorporated in 2002 after spinning off from a major EMS company.
Shores, who writes a column on optoelectronics assembly for Circuits Assembly, is a finalist in the Realizing Business Potential category for the Southwest.
Shores was selected by an independent panel of judges comprised of local business, academic and community leaders.
TXP provides prototyping electronics manufacturing services. It was
“The acceptance of our business model has been overwhelming,” said Shores in a statement. “I am proud to be at the head of one of the pre-manufacturing services industry’s fastest growing companies, and very excited about what the future potentially holds."
Very Nice, if it can hold for another 30 min we may make a run at the 200DMA in the morning.
I think we've a winner here;)4sure!!!!!!!!! holding tight
~ SMKT news
Texas Prototypes, Inc. President & CEO, Michael C. Shores, Honored as Finalist for Ernst & Young Entrepreneur of the Year 2005 Awards
Wednesday June 22, 10:00 am ET
NEW ORLEANS, LA--(MARKET WIRE)--Jun 22, 2005 -- On June 14, 2005, Stock Market Solutions, Inc. (OTC BB:SMKT.OB - News) (the "Company"), and its wholly owned subsidiary entered into a definitive Agreement and Plan of Merger with Texas Prototypes, Inc. ("TXP").
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SMKT is proud to provide more information on TXP and its President, Michael Shores:
On June 18, 2005, TXP-Texas Prototypes, Inc., a global provider of prototyping electronics manufacturing services (EMS) for original equipment and contract manufacturers, President & CEO, Michael C. Shores, was honored as a Finalist for the Ernst & Young Entrepreneur of the Year® 2005 Awards in the Southwest Area in the Realizing Business Potential Award category. Mr. Shores was selected by an independent panel of judges comprised of local business, academic, and community leaders. The awards were announced on June 18, 2005 at a banquet held at the International Apparel Mart in Dallas.
Each year Ernst & Young, through its Entrepreneur of the Year Awards, recognizes significant business achievements around the world. Such accomplishments are made possible by the entrepreneurial spirit -- the incredible depth and character that entrepreneurs possess as they develop new technologies, create faster ways to distribute goods and services, and improve the quality of life for people around them.
Over the last decade, Mr. Shores has helped Original Equipment Manufacturers (OEMs) launch new high-tech electronic products into manufacturing production in the telecommunications, networking, military, medical, and consumer market segments. Prior to founding Texas Prototypes, Inc., he developed strong business relationships with major OEMs while starting a New Product Introduction Center for a global tier one EMS provider.
Since its incorporation in 2002, TXP has led the electronics industry outsourcing supply chain evolution in the prototyping and quick-turn manufacturing market segment. The company's success has been attributed to its unique manufacturing execution model which gives OEMs the resources to transform their intellectual property into product development, then provides them the global competitive advantage to launch their manufacturing to a contract manufacturer, or back to their own internal manufacturing facilities, anywhere in the world.
TXP was selected as a 2004 Supply & Design Chain Champion alongside Cisco, EMC, NEC and Sparton, by Electronics Supply & Manufacturing magazine. "The acceptance of our business model has been overwhelming," said Michael C. Shores. "I am proud to be at the head of one of the Pre-Manufacturing Services industry's fastest growing companies, and very excited about what the future potentially holds."
About The Ernst & Young Entrepreneur of the Year Program
The Ernst & Young Entrepreneur of the Year Program was created and is produced by professional services firm Ernst & Young LLP. As the first award of its kind, Ernst & Young Entrepreneur of the Year recognizes outstanding entrepreneurs who are building and leading dynamic and growing businesses. The program honors entrepreneurs through regional, national, and global award programs in over 100 cities and 35 countries.
About Ernst & Young
Ernst & Young, a global leader in professional services, is committed to restoring the public's trust in professional services firms and in the quality of financial reporting. Its 100,000 people in 140 countries around the globe pursue the highest levels of integrity, quality, and professionalism to provide clients with solutions based on financial, transactional, and risk-management knowledge in Ernst & Young's core services of Audit, Tax, and Transaction Advisory Services. Ernst & Young practices also provide legal services in some parts of the world where permitted. Further information about Ernst & Young and its approach to a variety of business issues can be found at www.ey.com/perspectives. Ernst & Young refers to all the members of the global Ernst & Young organization.
About TXP-Texas Prototypes, Inc.
Texas Prototypes, Inc. (TXP), based in Richardson, Texas, is a global provider of Pre-Manufacturing Services for the electronics industry, supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators. The Company excels in both design and supply chain solutions services for new product development, which include prototyping and quick-turn electronic assembly, new product introduction, pilot production, material supply chain management as well as the transfer of product into production. TXP's core technology focus is on complex printed circuit board assemblies, photonics, optoelectronics, and advanced packaging solutions, while forging profitable business opportunities with well-positioned high speed, digital, analog, and RF technologies and industries that require complementary service requirements. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs. TXP has three operating divisions that build on its Design for Manufacturability foundation: TXP-Texas Prototypes, TXP - Photonics, and TXP - Packaging. For more information visit www.texasprototypes.com, or contact Michael C. Shores, Tel: 214.575.9300, E-mail: michael.shores@texasprototypes.com.
This release contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which represent the company's expectations or beliefs concerning future events of the company's financial performance. These forward-looking statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including the company's ability to obtain future financing on favorable terms, changes in the software industry that compel the company to alter its present business strategy, the company's ability to attract management capable of implementing the company's existing or future business strategy and the risk factors set forth in the company's SB-2 registration statement. Results actually achieved may differ materially from expected results included in these statements as a result of these factors or others.
Contact:
Contacts:
Texas Prototypes, Inc.
Michael C. Shores
214.575.9300
Email Contact
http://www.texasprototypes.com
Stock Market Solutions, Inc.
Richard Smitten
(504) 561-1104
Email Contact
http://www.stockmarketsolutions.org
http://biz.yahoo.com/iw/050622/089274.html
~ TXP old news - MOBL acquired 5% of TXP in 2004!
MobilePro, Texas Prototypes Form Partnership
Monday, August 30, 2004; Page E02
MobilePro, a Bethesda broadband telecom company, said it will form a partnership with and acquire 5 percent of Texas Prototypes in return for MobilePro services, a deal MobilePro says will help it commercialize its intellectual property.
Texas Prototypes helps companies manufacture new products.
http://www.washingtonpost.com/wp-dyn/articles/A45449-2004Aug29.html
TXP Expands Test Capabilities
JUNE 01, 2005
PR Newswire
RICHARDSON, Texas -- TXP-TEXAS PROTOTYPES, Inc, global provider of prototyping electronics manufacturing services (EMS) for original equipment and contract manufacturers, announced that its Photonics Division has expanded its optoelectronics testing capabilities. Testing facilities and services now include long haul/metro/access optical test bed systems, 40 gigabit error rate test systems, TOSA and ROSA accelerated aging systems, temperature cycling and thermal shock chambers, vibration test, shock test systems, fiber integrity test systems, IL/RL monitoring systems, 10G /2.5G module test systems, PD-AC/DC test systems, LD-AC/DC test systems, and passive component qualification testing. TXP testing services qualifies photonic parts and subsystems for communication infrastructure technologies.
The new photonics facilities in Richardson, Texas have 2500 square feet of cleanroom manufacturing space. In addition, TXP Photonics Division works in partnership with the Korea Photonics Technology Institute (KOPTI) in Gwangju, Korea, providing access to over $100 million in Telcordia system level test equipment.
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Italtel Gets the Softswitch Bronze 5/27/2005
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EMC Smarts MPLS Manager - by EMC Smarts 6/1/2005
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Heavy Reading: February 2005 Edition
2005 Wireline Telecom Equipment Market Perception Study
VOIP Test & Measurement 4/14/2005
Jitter Is Back With Pluggable Optics: The Pass/Fail Challenge* 4/13/2005
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Valley Wonk: The Indie Startup 6/1/2005
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Multiservice Cisco 10/29/2002
40-Gig Router Test Results 11/30/2004
Who Makes What: OSS Update 10/20/2004
Who Makes What: OSS 7/9/2003
“The primary challenges with high speed optics are not optical,” said Michael C Shores, president and CEO of Texas Prototypes, Incorporated. “Electronics and test are the real challenges. When testing for optoelectronics it is necessary to determine the true output, or the electronic signal that is converted using a photodiode from the optical signal. Optoelectronics have the highest level of electronics, so testing is critical. TXP has expanded its resource capabilities in test equipment and test engineers to provide a complete complement of testing capabilities to optoelectronic design and manufacturing companies.”
TXP-Texas Prototypes Inc.
http://www.lightreading.com/document.asp?doc_id=74766
TXP-Texas Prototypes wins four Service Excellence Awards from Circuits Assembly Magazine
by
Mar 02, 2005
TXP-TEXAS PROTOTYPES, Inc, global provider of prototyping electronics manufacturing services (EMS), received four Service Excellence Awards (SEA) from Circuits Assembly magazine. TXP won awards in the category of Small Size EMS Providers for dependability/timely delivery, manufacturing quality, responsiveness to requests and changes, and value for the price. The awards were based on customer service ratings as judged by each entrant's own customers. The awards were presented during a ceremony at the APEX Electronics Exposition held in Anaheim, CA on February 21, 2005.
The 2005 Service Excellence Awards honor EMS companies and electronics assembly suppliers that demonstrate outstanding performance in customer satisfaction. Awards were presented to companies receiving the highest cumulative scores, based on overall customer satisfaction.
"The TXP model is designed to ensure our customers receive specialized service and support," said Michael C. Shores, President and CEO of TXP-Texas Prototypes, Inc. "We work with the design engineers on their designs, prototyping, and supply chain to formulate documentation and a manufacturing recipe that can be seamlessly transferred back to the OEM or to a contract manufacturer for volume production anywhere in the world. Winning these awards is a testament that our mission to develop a long-term relationship with our customer's technology team while exceeding their expectations in launching new quality products into the marketplace faster, is working."
http://www.emsnow.com/newsarchives/archivedetails.cfm?ID=8244
TXP’s Three Divisions Get New Digs in Texas
POSTED: 05/01/2005
Richardson, TX--TXP-Texas Prototypes Inc. signed a five-year lease with TCIT Dallas Industrial, Inc., for 30,783 square feet of industrial warehouse space located at 1299 Commerce Drive, Suite B, Richardson, Texas in the heart of the Telecom Corridor.
The facilities will house TXP's three divisions: Texas Prototypes, Texas Photonics and Texas Packaging. The newly finished-out facility with be equipped with the latest laboratory and manufacturing equipment, including a 2,500 square foot cleanroom, for electronic, photonic and packaging assembly, test, and inspection, and will double TXP's present space. Initially, 40-50 people will be employed at this location. The space will occupy the same location as TXP's previous facilities, but will include an additional portion of the building which has been remodeled and upgraded to house TXP's three divisions.
"Texas Prototypes began operations here in 2001, right at the beginning of the economic downturn," said Gary Slagel, Mayor, City of Richardson. "However, by providing fast and valued services, the short-run assembly and manufacture of prototype circuit boards, devices, and electronic products to communications and electronics companies, the company has grown steadily and established a solid reputation for excellence and customer service. We are proud of the company's success to-date and pleased that they have chosen to expand in Richardson."
Michael C. Shores, president and CEO of TXP- Texas Prototypes, Inc., stated, "The newly acquired facility will accommodate the company's current expanding business needs while providing continued growth potential for the company and all of its divisions."
Scott M. Jessen, CCIM, principal of the leasing company The Morse Company said, "The technology market can change quickly and Texas Prototypes is a prime example of the future for many. We are excited to be strategic partners with TXP as they continue to experience growth."
TXP-Texas Prototypes, Inc. offers manufacturing services and supports quick-turn complex printed circuit board assembly prototyping, new product introduction, and pilot production of electronic assemblies for technology innovators and original equipment and contract manufacturers.
TXP-Texas Photonics offers prototyping services for optical subsystems and is an emerging optical assembly integrator with engineering and assembly services for design, manufacturability, and test. Along with the new Richardson facilities, TXP Photonics is supported by a new Gwangju, Korea facility sponsored by the Korea Photonics Technology Institute (KOPTI) which has provided over $100 million in Telcordia system level test.
TXP-Texas Packaging provides Advanced Packaging support such as design, development, characterization, and prototyping services. Its System in Package (SIP) support for advanced packaging includes multi-chip modules, molded chip packages, chip on board solutions, chip scale packaging, and other small form factor printed circuit board assemblies.
http://www.circuitree.com/CDA/ArticleInformation/news/news_item/0,2140,149457,00.html
June 21, 2005 12:51 PM US Eastern Timezone
TXP-Texas Prototypes Inc. President & CEO, Michael C. Shores, Honored as Finalist for Ernst & Young Entrepreneur of the Year 2005 Awards
RICHARDSON, Texas--(BUSINESS WIRE)--June 21, 2005--On June 18, 2005, TXP-Texas Prototypes, Inc, a global provider of prototyping electronics manufacturing services (EMS) for original equipment and contract manufacturers, President & CEO, Michael C. Shores, was honored as a Finalist for the Ernst & Young Entrepreneur of the Year(R) 2005 Awards in the Southwest Area in the Realizing Business Potential Award category. Mr. Shores was selected by an independent panel of judges comprised of local business, academic, and community leaders. The awards were announced on June 18, 2005 at a banquet held at the International Apparel Mart in Dallas.
Each year Ernst & Young, through its Entrepreneur of the Year Awards, recognizes significant business achievements around the world. Such accomplishments are made possible by the entrepreneurial spirit - the incredible depth and character that entrepreneurs possess as they develop new technologies, create faster ways to distribute goods and services, and improve the quality of life for people around them.
Over the last decade, Mr. Shores has helped Original Equipment Manufacturers (OEMs) launch new high tech electronic products into manufacturing production in the telecommunications, networking, military, medical, and consumer market segments. Prior to founding Texas Prototypes, Inc, he developed strong business relationships with major OEMs while starting a New Product Introduction Center for a global tier one EMS provider.
Since its incorporation in 2002, TXP has led the electronics industry outsourcing supply chain evolution in the prototyping and quick-turn manufacturing market segment. The company's success has been attributed to its unique manufacturing execution model which gives OEMs the resources to transform their intellectual property into product development, then provides them the global competitive advantage to launch their manufacturing to a contract manufacturer, or back to their own internal manufacturing facilities, anywhere in the world.
TXP was selected as a 2004 Supply & Design Chain Champion alongside Cisco, EMC, NEC and Sparton, by Electronics Supply & Manufacturing magazine. "The acceptance of our business model has been overwhelming," said Michael C. Shores. "I am proud to be at the head of one of the Pre-Manufacturing Services industry's fastest growing companies, and very excited about what the future potentially holds."
About The Ernst & Young Entrepreneur of the Year Program
The Ernst & Young Entrepreneur of the Year Program was created and is produced by professional services firm Ernst & Young LLP. As the first award of its kind, Ernst & Young Entrepreneur of the Year recognizes outstanding entrepreneurs who are building and leading dynamic and growing businesses. The program honors entrepreneurs through regional, national, and global award programs in over 100 cities and 35 countries.
About Ernst & Young
Ernst & Young, a global leader in professional services, is committed to restoring the public's trust in professional services firms and in the quality of financial reporting. Its 100,000 people in 140 countries around the globe pursue the highest levels of integrity, quality, and professionalism to provide clients with solutions based on financial, transactional, and risk-management knowledge in Ernst & Young's core services of Audit, Tax, and Transaction Advisory Services. Ernst & Young practices also provide legal services in some parts of the world where permitted. Further information about Ernst & Young and its approach to a variety of business issues can be found at www.ey.com/perspectives. Ernst & Young refers to all the members of the global Ernst & Young organization.
About TXP-Texas Prototypes, Inc.
Texas Prototypes, Inc. (TXP), based in Richardson, Texas, is a global provider of Pre-Manufacturing Services for the electronics industry, supporting original equipment manufacturers, original design manufacturers , contract manufacturers and new technology innovators. The Company excels in both design and supply chain solutions services for new product development which include prototyping and quick-turn electronic assembly, new product introduction, pilot production, material supply chain management as well as the transfer of product into production. TXP's core technology focus is on complex printed circuit board assemblies, photonics, optoelectronics, and advanced packaging solutions, while forging profitable business opportunities with well-positioned high speed, digital, analog, and RF technologies and industries that require complementary service requirements. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs. TXP has three operating divisions that build on its Design for Manufacturability foundation: TXP-Texas Prototypes, TXP- Photonics, and TXP- Packaging. For more information visit www.texasprototypes.com, or contact Michael C. Shores, Tel: 214.575.9300, E-mail: michael.shores@texasprototypes.com.
Contacts
TXP-Texas Prototypes, Inc.
Michael C. Shores, 214-575-9300
michael.shores@texasprototypes.com
congrats 2 those who understand the name of the game. Shame on you MMs to scare uninformed investors... Tricks of the market. Waiting for a major short squeeeeze one of these days.... JMO
typical MM behavior, give you a small bunch and then raise the ask (with a larger spread).
Nice analysis and thanks also, raniel.
tnx raniel for the dd why pps is that low. Cornell is doing its best. Holding tight. GLTA, market cap SMKT now 200,000$ , ridiculous
Stock seems to be tanking. I guess the market doesn't like this merger. :(
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