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GC Rox; I would appreciate you taking a little time and provide some research on reverse mergers of a publicly trading pink sheet stock and an OTCBB company. All the information I keep finding is about taking a private company public as in Angels post. He is not trying to provide false information and his information is correct but doesn't necessarily apply to this situation. Appreciate any clarity you or anyone else can provide.
That having been said with what I am reading and the expense involved I do not know why IBAC (IBCX) is going that route. My feeling is go the form 10 route and immediately like this week become a fully reporting company. File all the forms, AF's and follow all requirements to be a fully reporting company.
Now because of the past and also the new regs in 2005 Ed's advisors may see a rough path with the SEC via form 10 and they may be advising him that it could take 6 months or longer and that may be why he is going the reverse merger direction. Just seems very expensive. We also really have no idea what deals he is looking at beyond Country Club, spin off and I am sure they are looking at the next deals beyond that!
Biznur
Airys I would like your response to my post 237195. Please show me anywhere in the Sulja Nevada public record that merged Sulja Canada in there.
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/corpActions.aspx?lx8nvq=3jTAXTqYdC80kvn1T3%252fB8Q%253d%253d&CorpName=SULJA+BROS.+BUILDING+SUPPLIES%2c+LTD.
Actions\Amendments
Action Type: Amendment
Document Number: 20060832089-28 # of Pages: 1
File Date: 12/28/2006 Effective Date:
Previous Stock Value: Par Value Shares: 800,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 800,000.00 New Stock Value: Par Value Shares: 725,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 725,000.00
Action Type: Amendment
Document Number: 20060617400-56 # of Pages: 1
File Date: 09/26/2006 Effective Date:
Previous Stock Value: Par Value Shares: 850,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 850,000.00 New Stock Value: Par Value Shares: 800,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 800,000.00
Action Type: Amendment
Document Number: 20060590358-48 # of Pages: 1
File Date: 09/14/2006 Effective Date:
Previous Stock Value: Par Value Shares: 800,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 800,000.00 New Stock Value: Par Value Shares: 850,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 850,000.00
Action Type: Amendment
Document Number: 20060462963-68 # of Pages: 1
File Date: 07/21/2006 Effective Date:
(No Notes for this action)
Action Type: Amendment
Document Number: 20060460755-05 # of Pages: 1
File Date: 07/20/2006 Effective Date:
(No Notes for this action)
Action Type: Amendment
Document Number: 20060442697-10 # of Pages: 1
File Date: 07/12/2006 Effective Date:
Previous Stock Value: Par Value Shares: 1,000,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 1,000,000.00 New Stock Value: Par Value Shares: 800,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 800,000.00
Action Type: Amendment
Document Number: 20060436273-63 # of Pages: 1
File Date: 07/10/2006 Effective Date:
Previous Stock Value: Par Value Shares: 500,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 500,000.00 New Stock Value: Par Value Shares: 1,000,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 1,000,000.00
Action Type: Annual List
Document Number: 20060294842-37 # of Pages: 1
File Date: 05/09/2006 Effective Date:
(No Notes for this action)
Action Type: Amendment
Document Number: 20060034702-44 # of Pages: 1
File Date: 01/23/2006 Effective Date:
Previous Stock Value: Par Value Shares: 200,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 200,000.00 New Stock Value: Par Value Shares: 500,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 500,000.00
Action Type: Amendment
Document Number: 20050165309-21 # of Pages: 2
File Date: 05/04/2005 Effective Date:
(No Notes for this action)
Action Type: Initial List
Document Number: 20050133667-83 # of Pages: 1
File Date: 04/19/2005 Effective Date:
(No Notes for this action)
Action Type: Articles of Incorporation
Document Number: 20050133666-72 # of Pages: 4
File Date: 04/19/2005 Effective Date:
Initial Stock Value: Par Value Shares: 200,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 200,000.00
Return to Corporation Details for "SULJA BROS. BUILDING SUPPLIES, LTD."
That is the best post you have made here. The IBOX is at the top of the page you click on show board info.
Binzur
snow; actually that is according to SOS Nevada corporate records for Sulja Bros. Building Supplies, Ltd (SLJB) public records. I am just providing the information! Many other posters have stated the same things as well.
GLTY
The public record section is updated by D & B. It is public record. The customer or the business do not provide the public record information D & B gets it from......the public record.
What about SOS Nevada. They update and are currect to within 3 days! Notice the share reduction just announced is filed with the SOS Nevada! How do you answer that? Not looking for an argument, trying to make sure people are informed so they don't lose any more money. That simple. Look at post 237210. That is why I am doing this. I am sure if you ask that poster if he regrets selling for probably .04 around November 18 after reading my post....well you know his answer now don't you.
GLTY!
ALL LONGS AND THOSE LOOKING TO BUY SHARES. Please take 10 minutes and read this and the other posts that I list. This will absolutely be my last attempt to try to help save you money! I promise not to post on this subject again. PLEASE take the time to read these. It may be the best investment decision you will make!
1. Post 236782. D & B report for Sulja Canada. Scroll through the report to the public record section. The last entry in the Public record section is March of 2005. If Sulja Canada had merged with Sulja Nevada there would be a public record of that! It would be included in that D & B report which was updated November 1.
2. 236602. OSC discussion.
3. November 16 PR. From Petar; "Finally, we released information recently regarding our audited financials and their availability to the public viewing. We missed the deadline... due in part to the necessity of handling negative accusations such as the one I speak to now. As soon as is practicably foreseeable, we will release the financial documents for all to see, as promised. For we have nothing to hide, as always. And we have no desire to hide "all of that nothing.""
4. In November I spoke to the SOS Nevada. There are only two possible amendments in their public records that could be merger filings with SOS Nevada. They are the amendments on July 20, 2006 and July 21, 2006. Every other amendment has notes and deal with share structure change only. In my conversation with SOS Nevada they told me that both of the amendments were involved in changing the name from Loftwerks, Inc to Sulja Nevada. BOTH! Now read this post. It is post 58141. It was pm'd to me yesterday. Notice the ammendment on July 20 changed Loftwerks, Inc. to Sulja Bros. Building Products, Inc! The name change on July 21 changed Products to Supplies!
"Posted by: Rocky959
In reply to: None Date:8/28/2006 7:02:35 PM
Post #of 237191
Received the Sulja file from Nevada. As we know the changes have all been amendments.
This is what I recieved on 01/20/06 the AS went from 200,000,000 amended to 500,000,000 then we have on 07/10/06 an amendment that takes the AS from 500,000,000 amended to 1,000,000,000, then 2 days later on 07/12/06 we have the AS of 1,000,000,000 amended to 800,000,000.
On 07/20/06 we have and amendment that changes the companies name from Loftworks to Sulja Brothers Building Products,LTD then on 07/21/06 we have another amendment which is once again a name change to Sulja Bros. Building Supplies. LTD
No asset have been transfered. Sulja put out a press release stating the assets have been transfered. That is not the case. Anytime Sulja files just one little piece of paper with Nevada it becomes a public record.
You can call the Secretary of State, Dean Heller at 1-775-684-5708. Give them Sulja's name and ask them to send you Sulja's entire file. It will cost 2 dollars per page and if you want it delivered right away then for a fee of $75.00 they will FedX the file to you.
The stock is being diluted not by naked shorts; it's a group of people that are after unsophisticated/novice investor's money,IMO.
If you end up losing your money I hope you will go after these people with as much energy as you've put into trusting and defending.
Good Luck,
Rocky"
If you do not believe this call the SOS Nevada Monday morning. Order the paper filings for 2006 and have them express mailed as this poster states. Go over to your private yahoo group and have someone other than Airys do this and report back to that group and I would hope this group. You will find that the Canada Sulja was never merged into the Loftwerks shell. No public record and if there is no public record it never happened!</b.
Good Luck to all!
Binzur
Realest; Not a first audit, not for 2 full years and 3Q of a third year. You are not even close in that statement. Lucky if it is done for the FIRST time in 3 months and that is lucky! Especially with the new regs! 2-3 weeks come on realest I know you are smarter than that! Lucky if the audit even starts from the engagement letter in 2-3 weeks!
Heading out and hope everyone has a great day! Please play nice! LOL!
Binzur
I am on the next flight down there and I will make sure to keep the lights off! LOL!
Have a great weekend!
Binzur
newfrost4u; my boss doesn't have to cover if this gets halted or goes to .0001! MY BOSS! ROTFLMAO! GLTY and keep buying!
Binzur
Sorry but I am real upset this morning. We have communicated before and I was screaming at my screen...not you. I am literally sick as the final pieces of the puzzle have come together this morning when I saw the updated D & B.
People please do not put more money into this. I do not want your shares but I hate to see more people losing more money! I have tried to help and got called the famous basher from that other board back in November. Never posted on any other board! LOL! Is there anyone holding shares right now that wishes they had sold them for .03, or .025? That was the share price when I started posting about the two company theory. Bet you wish right now that you had sold for that in November! The key here is if they are vindicated you can always buy back in! If trading in suspended you may never be able to get anything back out.
Good luck to all!
Binzur
Many PR's stated Consultech was the parent company.
http://press.arrivenet.com/industry/article.php/761344.html
"A spokesperson for Consultech Construction Management fully condoned the Sulja migration. Consultech has owned the business for nearly ten years and stated that this particular appointment consolidates the three primary aspects of the industry: materials, design and management."
Look at the public filings. The public record at the bottom of the D & B report! This is as of November 1, 2006! They never merged Sulja Canada into the trading shell! No public filing since March of 2005. The Canada Corporation should have ceased to exist in July or August when it merged with Loftwerks and joined and became Sulja Nevada. IT DID NOT! The people who have SLJB stock do NOT own the lumber yards! Never merged! Now proven! That is why the OSC lists both companies! This is now fact proven by the OSC and the D&B report in post 236782! Please open your eyes!
I don't want your shares. I have been posting this since November 19th! GLTY!
Take a look at the unaudited financial through 9-30-2006. Shows cash and cash equivelents of $865K and accounts receivable of $998K, then record October sales. Seems to me they should have the cash to buy it outright. I know they are unaudited financials so until we see AF's filed we really don't know for sure!
Binzur
http://www.ibaccorp.com/IBACCOMPLETEFINANCIALSSEPT.pdf
I was told the company was paying cash for the CC and using money from the spin off to do the improvements. Their goal when it was all said and done was to sell the lots and make enough money to get all of their money out and own the CC free and clear! I am not sure what IBAC's cash position is. The reverse merger is fairly expensive...could be bought with shares in the new company. That is why the details of the spin off and reverse merger are so important and one cause I have for concern.
Have a great weekend!
Binzur
Man I like where MACD is! With your daily recap can you please post this exact daily chart layout? It is very easy to read and MACD is so important to follow!
Thanks
Binzur
Nice post DoDahMan! The PR yesterday at first glance was eh! Then I read it a few more times, read other posts during the day and last night and then Angel made a good post last night.
The application was to be able to file electronically with the SEC. We had made all previous filings by paper method. You can only view a summary of those filings on Edgar and it takes two weeks and you have to pay to get the entire filing. Once a company starts electronic filing they must always file that way. Those filings are updated very quick on Edgar and fully viewable!
Small PR but this will go a long way to make this company more transparent! Now lets get to all those other things we both want to see and SOON! LOL!
Have a great weekend!
Binzur
Actually it is the old shell game!
Wow! Did you read it in its entirety? No public filings since March of 2005! That entity is still operating based on what you just posted. That further confirms that SULJA CANADA never merged with Loftwerks in the Sulja Nevada company! The Canada Coporate entity should have ceased operations in July or August! There should have been a public filing for that to have happened. You don't realize or maybe you are starting to that this D & B combined with the OSC complaint clearly proves that the Canada company never was moved into the trading shell. That means SLJB is empty! Chances are Sulja Bros. Cananda bought SAMS as well! Not the Nevada Corporation!
JMHO!
Notice nothing was said in response to your post either! I have been posting about this same thing since November 18th. I received a PM with a ton of information about Nevada SPAC rules and that posters theory. I read this PM six times and actually had to go throw up! Couldn't believe it and that is when I started really digging. The proof that the merger never happened is the OSC complaint! They list both companies and if they had merged the privately held Sulja Bros. Building Supplies, Ltd CANADA would have ceased to exist. There would be no reason for the OSC to list them on the complaint! That is proof to me that the merger never happened and the OSC has now confirmed this.
It is one of the older pinkie scams really. Reverse merge but never move the assets into the new shell. The assets stay privately owned and the company does the old dilute dilute, price crashes company dies and the empty shell sits there for someone else to come along and use it again! The criminal part is they keep PRing the activities of the assets that were never moved into the new shell as that shells business! That is exactly what has gone on here.
I have never seen the name change form you mention in your post. That would have just proven my theory further. I have wanted to ask someone with access to pull a current D & B report on Sulja Bros. Canada address. The one in post 188698 is now 7 months old. If there are no new public filings listed then they never moved that private company into the SPAC to merge with Loftwerks, Inc. If there is no change in ownership then that would prove they never merged with Loftwerks! If the company is still operational then the merger never happened! If I was long and considering buying more shares I would spend the money for a currect D & B report cause if it shows what I believe it will no one should be sinking any more money into this!
JMHO!
Now right there is the difference. You just structured your post in a respectful manner. Didn't call anyone names. Didn't personally attack anyone. Posted some negative information that is good to know and as you know I have no problem with your posting, positive or negative! That is all we moderators want and we are committed to making sure this board operates that way! Thanks!
Binzur
What are you talking about ED! This has nothing to do with IBAC being electronically traded! LOL! Electronic filing of information to the SEC! They have submitted all of their previous information in paper form! Wow I sure want to rely on your information! LOL!
WOW! I give up! Buy your 300,000 shares Monday afternoon and good luck to you!
Over and out!
Binzur
Come on Ed! They listed them separately and that is only for the purposes of not having to write them both out completely every time the want to specify both of them in a section. Bill, Jim, Joe, George, Bobby, Fred aollectively referred to as "the group"! "The group" was involved in Blah blah blah! Ok!
Please show me where it clearly states that! I just re-read the complaint in its entirety for the 6th time and it does not state that anywhere in the complaint! Please copy and paste it for me! TIA!
Look at the OSC complaint again. Better yet here;
1. Sulja Bros. Building Supplies Ltd. (“Sulja Ontario”) is a company incorporated in Ontario in 1987 with a registered office in Harrow, Ontario. Sulja Ontario is in the building supplies business and has been operating in the Windsor area for a number of years.
2. Sulja Bros. Building Supplies, Ltd. (Nevada) (“Sulja Nevada”) is a company incorporated in May 2006, in the State of Nevada with a registered officer in Las Vegas, Nevada. Sulja Ontario and Sulja Nevada are collectively referred to in this Statement of Allegations as “Sulja Bros.”
If they were merged they would be one entity, the Nevada one. They would not be listed separately, as the Canada Sulja, should have ceased to exist wwhen it merged with Lofwerks, Inc. and became Sulja Nevada! Sure doesn't look to me looking at this complaint from the OSC like they are listed as one entity but actually two separate corporations.
Not speculation at all! If the Canadian Sulja Bros. Building Supplies, Ltd. had been properly merged with Loftwerks, Inc. to become Sulja Bros. Building Supplies, Ltd. a Nevada Corporation (SLJB) there would be no reason for the OSC to have listed both companies seperately on the complaint as they would be one! This is confirmation that the speculation of mine you have always taken issue with is sure looking like fact to many more now!
Have you even read the Nevada SPAC rules? I have and you really do not understand the role of a SPAC at all. GLTY!
rook; It is my opinion that the only thing that happened is Loftwerks, Inc. (LFWK) did a name and symbol change with the SEC. They changed their name to Sulja Bros. Building Supplies, Ltd to match the Canadian Company name and they changed their symbol to SLJB. Both were available with the SEC and the change was made. Simple name and symbol change with no merger. The SPAC was never used after it was properly set up. As Gwik has said it was never funded, nothing was ever done in the SPAC after it was formed. Look at SOS of Nevada site.
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=DxoEtEmuaADMWNYYM6GnHQ%253d%253d
One action/ammendment and that was the original articles of incorporation establishing the SPAC!
Why else would the OSC bring complaints against both entities. The Canadian Sulja was a private Canadian Company. No trading of any kind. Should only be involved post merger but that would be Sulja Nevada and the Canadian company should have been part of that entity! No reason to name them both unless they never merged! JMHO!
I actually remember November 16th more than the 15th!
Please provide the public post number where I or any other moderator have attacked you! In every post and even this one you continue to attack me or other moderators. I am leaving this post up as it is the closest you have come today to not attacking people. You want to provide information to this board do it in a respectfull manner following the rules you agreed to when you joined IHUB! Personal attacks also include attacks on the CEO of the company most here own shares in. You want to provide information bring it on in a respectful manner free of personal attacks and threats! GLTY!
Personal attacks against anyone including the moderators will be deleted and forwarded to Matt for further action.
TIA
gaswaseas; I agree and would like to see the AF's posted soon! I believe they will!
Binzur
jean; I did state that and stand by it. In my discussion with Ed Hayter the shares should have been reduced per the PR and he was going to find out why they were not! They did raise them December 13 and as was explained to me Ed was advised that with the 506 filed he needed to have enough A/S to cover that filing. Again that is how it was explained to me by Ed. That is not fraud and sounded like a paperwork problem or communication problem with his lawyer. Again that is how it was explained to me!
The PR detailing that the spin off was approved by the board dated December 18, 2006 stated;
"The first action that was approved was the spin/sell off of the company's restaurants and its holdings in its food service businesses, the value of the transaction is expected to be a minimum of $4,500,000 or as high as $5,000,000 dollars with a dividend to be paid to common shareholders in the form of either cash/stock or both. The dividend will be paid to shareholders only and exclude all officers and directors of the company. The company expects the transaction to be ready to close within Thirty (30) days, at that time the company will announce the payment/dividend structure and provide the name and symbol of the new company."
So I don't see you point raising the second item because the PR here clearly answers that!
eelfland; here is the link for the engagement letter of the Auditor.
http://www.ibaccorp.com/Audit-Confirmation-letter.pdf
The answer is #1. There is no reason to even PR for #2 as they don't have to PR to stall! They don't have to do anything! That is what is so funny on this board. We are a pink stock! I have had two very good conversations with Ed. Many others here have as well. This is a very short term system glitch that should be fixed very quick. The fact that they are filing with the SEC to be OTCBB is a good thing for any pink sheet stock!
eelfland; The problem is much is getting added to the past to attack Ed Hayter. I have read it all and obviously it is being enhanced by people who chose to invest in the company and lost! Look at every PR since October. Not a single one to this point has been false or fraud. Not a single one. I am down like most everyone else here. I believe that January is going to be an excellant month for this stock and us shareholders. I don't need to dwell on the past. I am mindful of past history but I made the decision to buy this stock and I am looking forward to the future as a shareholder of this company! GLTY!
Binzur
I thought the same thing! How in the world can you file electronically the first time if you had to have already filed electronically. I think there is an ammendment type form that needs to be filed electronically and then you can file everything after it electronically and may even be required. There was some good information in posts a little earlier today that explains it if you can understand Gov't regulations and explanations! I got dizzy reading the different information provided! LOL!
Liable; Is that a yes or no to my question. Do you own IBCX stock? Simple question!
What a great first post! Couldn't agree more! GLTY!