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(cross posted from RB) This is the content of the long awaited SH meeting sent out to shareholders.
Here is the notice letter for those that didn't yet or won't receive one. I am posting the 7 proposals only.
1. To approve actions taken by the officers and directors of the Company in the negotiations to date with TREE TOP INDUSTRIES, INC., a Nevada corporation, whose shares trade on the overt-the-counter bulletin board under the trading symbol "TTII" in connection with a certain plan of merger, asset-roll-:up and reorganization.
2. To authorize the officers and directors of the Company with full power and authority to finalize the negotiations with TREE TOP INDUSTRIES, INC. in connection with the Plan and to do all things necessary and proper in connection therewith.
3. To authorize the officers and directors of the Company with full power and authority to investigate "naked short" selling in the Company's shares on the Pink Sheets, including but not limited to hiring experts to advise them, and thereafter to take such action as they may deem appropriate under the circumstances to protect shareholder value.
4. To authorize the officers and directors of the Company with full power and authority to investigate internet chat room bashers to determine whether they are working in concert with the "naked short" sellers and/or otherwise seeking to implement a "bear raid" on the Company's shareholder base, including but not limited to hiring experts to advise them, and thereafter to take such action as they may deem appropriate under the circumstances.
5. To authorize the officers and directors of the Company with full power and authority to investigate whether third party shareholders who have identified themselves as affiliated with one another have become in fact "affiliates", "insiders" and/or part of a "control group" as defined by the Securities and Exchange Commission, thereby obligating the Company to identify them as such in accordance with applicable securities laws and rules.
6. To authorize the officers and directors of the Company with full power and authority to implement anti-takeover measures as may be prudent and necessary under the circumstances to prevent and deter a hostile takeover of the Company by persons both known and unknown to the Company, including but not limited to, the issuance of super voting shares, adopting so-called anti-takeover "poison pill", and other measures whose purpose is to protect the assets of the Company from take over by a hostile party at valuations detrimental to all stockholders.
7 . To authorize the officers and directors of the Company with full power and authority to implement the spin-off of Coil Tubing Technology, Inc. to for the benefit of the Company's stockholders who as of May 2006 were entitled to the spin-off dividend constituting 39,800,000 shares.
TT1
It's sad how they make FVF sound like a legitimate financal process when it's just more hogwash made up by JD and his possee. Calling it a "formula" like there is a logical and systematic way of arriving at this number..LOL. When in fact it's just an arbitrary number pulled out of J.D. arse.
Wait a couple weeks to google FVF for some results. It will lead the searcher right to this board..LOL.
JD, you are such a putz.
First of all there is no such thing as "fairness valuation formula" or FVF. Can't find it in any Accounting or Finance literature, even dusted off my old Advanced Accounting Text (which is 80% M & A/Busness Combination Accounting), and found no such "formula".
Second what is the consideration that TTII is providing to get a 1:1 transfer? From what I gather from the revised 14A TTII is providing Administrative service on a (internal) billable basis. Therfore I don't see that they're bring much of value to the table because they don't provide any value to the relationship i.e., Grifco can contract for the same services externally.
NO, but then again I'm not even going to waste my time going to the meeting. SH votes isn't going to count since Dial and Reichman have the majority votes for the respective companies (Reichman and 2 rubber stamp board members own 57% of shares).
Yeah, it's the "bashers" who drove the price of the stock down, not the CEO or the company. Messageboards have a 100% influence on the stock price..sure.
Yeah, you figured it out it's the shorties that are trying to cover..LOL. They drove the price down from $2 and now they can bash and cover at $0.09.
btw, if your theory of shorts covering holds true, the shorts will be gone and GFCI will be going through the roof. Look out!! Funny thing though, shorts had supposedly been covering for the past 1 1/2 years yet this stock has been going downhill ever since.
SH meeting is going to be a rude awakening for some people.
It's a little sad to see all the red flags in the 14A and from JD's action in the past that is overlook by people on RB and IHUB.
Dr Bill may be on to something. Here's TTII's August 8K
TREE TOP INDUSTRIES INC. ANNOUNCES SPECIAL SHAREHOLDER'S
MEETING TO APPROVE PLAN OF REORGANIZATION
For Immediate release August 28, 2006
NEW YORK, NY. Tree Top Industries, Inc. ("GOMD.OB") announced today that it has agreed to a plan of reorganization to become a holding company with management oversight of various business assets of companies in the oil and gas industry sector. The terms of the plan are still subject to negotiation and shareholder approval.
http://www.sec.gov/Archives/edgar/data/356590/000114420406035911/v051543_ex99-1.txt
I get it mrdmrd = Mr Dial - Mr Dial..LOL. (eom)
ROFLMO My "conjecture after the facts"? That is too funny...
cyofish conjecture =
...King's exact words were "I did some work for them...although they haven't paid me yet"... So did JD drop him or did Mike King drop JD? If you work for someone for 3-4 months and he doesn't pay you what would you do?
mrdmrd conecture =
" Did he do the work a week before he made the statement, a month before, ayear before,...? Had he invoiced them? YYour grounds for taking an anti-Grifco posture on this is VERY soft, don't you think?"
Tell me, who sounds more ridiculous?
mrdmrd, I'm just stating facts. Spin it any way you like.
You need to apply some common sense, can you at least do that. Invoicing Grifco for their work is a given not a question.
As far as I know Mike King was the IR for Grifco and he worked on behalf of Grifco for several months. So to say he never got paid, that would tell you something won't it?
FYI, I am not taking anit-Grifco posture but merely pointing out their short comings. If anything Grifco's taken an anti Investor posture by running the value of stock down 95% from $2 to $0.10.
King's exact words were "I did some work for them...although they haven't paid me yet". Take it for what it's worth.
Yeah, it's possible for a company like GFCI to issue stocks as payments. In order to do so they would have to issue new shares right? With the stock price flirting at $0.10 how many shares do you have to print to pay off people? It probably cost JD 300 GFCI shares just to buy BBB, Laser, and himself lunch.
B2L My thoughts exactly. Typical JD m.o. - delegate blame. Just like using the naked shorting excuse to explain why the share price is down. There isn't a shred of evidence of a naked shorting problem with GFCI. In fact the last short count was under 2,000 shares. If JD would release the share count information, and verify the public float, then he would provide a legitimate evidence of a shorting problem. Otherwise he shouldn't go around making lame excuses when he lacks the ethics and integrity to support his bogus assertions. No reasonable person would believe him....except for the blissfully oblivious that still thinks Grifco is GREAT!.
I remember after Mike King got dropped from GFCI he was on a radio program (ironically the link was provided by BBB) and he mentioned Grifco hasn't paid him a dime for his services yet. So did JD drop him or did Mike King drop JD? If you work for someone for 3-4 months and he doesn't pay you what would you do?
I read on RB that there were some problems with the Transfer Agent whose held up the mailing of notices, accotding to the company. LOL, another lame excuse.
Jim Dial is free to come on IHUB to set the record straight or at least put out a reliable PR that would show he is for real. The fact is his actions or lack there of had signficantly dropped the value of Grifco stock form $2.00 to $0.10. That's a 95% decline in value.
When was the last time Jim Dial said anything about the profitability of Grifco? It was March 2005! Over 18 months has passed and not once did JD mention anything remotely resembling the results of operations. Other than some people here claiming CTBG is making $2 million/month on the Jet Motor rental, which was flat out false.
100% of Grifco's communication via PR has to do with restucturring (spinoff, joint venture, merger etc.). Isn't it a little odd for a business who claims they want transparency to spend all their time and efforts hiding results of operaration, financials, and share count. Not once had he told us anything about the contniuing business of Grifco.
So what is so great and honorable about Jim Dial?
This is a discussion board and everyone has their opinion pro or con. Nobody can say for certain that everything Dr. Bill is false nor everything you say is true. All you we can do is extrapolate from what we know about GFCI.
IMO Grifco hasn't done anything to gain investors confidence or earn praise. Sure they keep saying they're going to do all these positive things but when you get down to it nothing happens. No financials, no CTBG divdends, no buyout etc. etc... So far Grifco struck out on everything they promised to do this year so why are you so surprised when some people are of the notion that the SH meeting is going to be another disappointment?
This isn't Raging Bull. Personal attacks will usually get deleted regardless of who makes them.
I think Jim Dial would be there. He will step down from the role of CEO probably regulatory/responsibility reasons but he won't relinquish his influence or power within the company. Sarbanes-Oxley requires CEO and CFO to certify the SEC filing each quarter. TTII's 14A regarding UERI clearly states that TTII will provide the CEO and/or CFO services meaning David Reichman will be the new CEO and they will possibly hire a CFO.
I think JD will remain as the President or COO or some level of management that will allow him to effect control. I just don't see JD not showing up when it's been announced that Swinford and RG Raymond would be there.
My only hope and the reason why I hold on is that like most here I truly believe Jim Dial is incompetent. I believe because of this incompetence the business is valued much lower than where it should be. I think once you get the right people in there to run things Grifco will be worth much more than what it shows.
Now I could have sold in the $0.20s and came back and bought it back in the low teens. However, for tax reasons I'm trying to hold out. I think if there is value, it won't be reflected in the stock until 2007.
stephan129 = Yesny11 from RB. The guy that's down $700K. Obviously his opninon of Grifco and JD is a little biased.
Yes it's up 24% or $0.02 since yesterday's close, whichever sounds more impressive.
I wouldn't get too excited unless the uptrend continues into the end of the week with higher than average volume. I would just look at this as a day to day gyration.
NOPE! If it's due to a CTBG spinoff, why is CTBG at its all time low? It's down to $0.038.
Jerry Swinford confirmed with an investor that the CTBG can realistically take about 8 month to resolve. A month ago both JD and JS was saying the best solution is "probably" finding a new shell They still haven't deicded on the course of action yet.
Now CTBG hitting an all time low. It would be interesting to see what GFCI and CTBG will be trading at on 10/17.
If the merger happens in the next coupel of months the first offical 10K or 10Q filing would be around April. If it happens early 2007 we won't see it until July-August 2007. My gut feeling says they will drag it out until 2007.
They're suppose to notify the shareholder of record, which are the brokerage houses. It's up to the brokerage house to notify their clients. Since the law requires ntofication at least 30 days prior to the special meeting maybe the brokerage houses aren't going to spend the time or money on sending out the notification since the meeting is in 2 weeks. Somewhere down the line I wouldn't be surprise JD screwed up the notification process intentionally or not.
I am not going to be at the meeting but based on posting on RB there are some that made reservations to attend. Hopefully those people would show up and raise a rukus.
I wouldn't be surprise though if they find an empty confrerence room on Oct 17, the ultimate F.U.. It wouldn't be a shocker. It would be consistent with all other prior actions taken by Jim Dial.
He's not bashing if he's telling the truth. There is nothing he had said that isn't true.
If facts are interpeted as bashing, it may be time to sell. :)
Funny thing about CSHD the contact number for the CEO, and CFO are both cell phones.
Rufus Paul Harris
Chief Executive Officer
Cell Phone: 678-255-7650
Ben Stanley
Chief Operating Officer
Cell Phone: 317-213-7700
Darryl Horton
Chief Financial Officer
John Walsh
Executive Vice President Administrations
Cell Phone: 678-255-7653
http://www.cvsu.us/
I'm only about 15 minutes from their Kennesaw, GA location. I know exactly where this place is.
IMO, CSHD is not due to short squeeze. there are only 2.4 million shorts as of 9/15 and the price went up $1.27 (72%) on 14 million traded today (plenty of shares out there). I don't think it's a short squeeze but rather people trading on the news of the stock moving to NASDAQ.
Shorts are a pretty smart bunch. I would suspect most of them would have a stop loss to keep from taking a big hit from a surge in price.
MYOPO personal attack again? What's my owernship in the stock has to do with the current state of affairs at Grifco.
What authority do you have to tell me what I should do?
Mypointz, as I told you on RB I will say it agin here. Whether I sold all my shares or haven't sold all my shares doesn't change the truth in what I said one bit.
Please stop trying to suggest what I should do nor lecture me on what's rational or irrational. I am doing just fine thank you.
Mypointz, isn't that the primary objective of all buisness to make a profit and grow? That's rudimentary stuff and has nothing to do with what's been discussed. While we're at it though that's where I think you are far off - the assumption that Grifco is growing and making a profit. Their behavior says otherwise.
"...VC funding and a mangement/organization structure that needs to be developed to promote and maintain growth"
Why is Grifco suddenly a startup needing Venture Capital? Grifco and their subsidiary had been in business for years, had been a public company for 2 years. Isn't the reason why they went public to raise capital? Didn't they issue nearly 20 millions of shares to fund the various business purchases. Jim Dial stated 18 months ago that each business segement will ad millions of dollars to the bottom line? Well what happened?
Are you also saying that companies occasionaly go to VC firms so they can meet their estimates? Please, that's not making much sense here.
Mypointz you are so off..LOL
"obviously the execution needs to follow the business plan before the Value can be generated!!"
Does Grifco really have a solid business plan? How would you rate their execution thus far? You don't have to answer, the market has done it for you.
"You have never worked in Sales/Marketing to understand how to generate recurring revenues, have you?"
Wrong! I spent eleven years in sales. BTW, doesn't all business need to generate recurring revenues in order to remain in business?
"you have never worked for a startup company trying to grow revenues, have you?"
Worked for small companies most of my career. Since November 2003 I've been self employed generated nearly 1/2 million worth of business in that time. BTW, doesn't all for-profit revenues want to grow revenues?
"you resent the fact that people can challenge your view
points"
No I resent the fact that people like you resort to personal attacks instead of sticking to issues. GO BACK AND SHOW ME WHERE YOU EVER OFFERED ANY WELL REASONED "CHALLENGE" TO ANYONE's VIEWPOINT? About the only reponse you resort to is what I have or haven't done, and what I post.
Mypointz, Tampa asked a question for evidence. I provided the evidence along with a background as to why those particular things pose a problem. You jump in and basically blow it all off . In reality, it's way over your head (just admit it).
Just because TTII says it wants to go on Amex by 1Q 2007; Jim Dial wants to go in the oil and gas exploration business; Lyamec says Grifco needs to go on Amex doesn't equal Value. How many times must Jim Dial disappoint you to realize that? Again, I refer to hopeful thinking where somehow mysteriously everything becomes o.k.
Mypointz, it's a fact that you don't like anything I have to say on IHUB or RB. Instead of considering things with an open mind you take every opportunity you can find to put down "my pointz" without really understanding any of it.
Mypointz, somehow everything will mysteriously work out. Some unkown person would step up, make it all alright and save the day. I get your thinking/ Let's just leave it at that.
mypointz to answer your other queston;
1. Didn't you read into the PR that the whole merger is hinged on the fact that Grifco acquire Oil and Gas leases. IMO this is a necessary part of the deal. Have you wondered why this is so important? If the merger was a slam-dunk the two companies could merge as is and worry about expanding into a new venture later...don't you agree?
2. As Lyamec stated in their last PR, Grifco had an agreement with the Joint Venture partners that Grifco is to eventually move to a higher exchange such as AMEX or NASDAQ. So Lyamec will agree to allow whatever Grifco needs to do to get there. It sounds like if Grifco can't get it done their status in the Libiya deal will be in jepoardy.
3. Anyone can say they're going on AMEX. In fact a lot of pinksheet stocks do (look at SLJB). That doesn't mean they will does it? Grifco's been saying they're going for an AMEX listing back when they first got lilsted on the pinksheets.
Mypointz, I don't know of any company or company executive that will intentionally come out and tell you that they're committing a fraud and produce tangible evidence do you? Auditors and Foresinc Accountings look for circumstances which creates a high likelyhood that Fraud can occur.
I know when I mention Internal Control you pobably don't really understand what it means. When I talk about COSO Framework developed by the Treadway Commission you probably can't releate. So if I make my point using these concepts as a point of reference it probably makes no sense to you. As far as you're concern, figuratively speaking, the sun does revolve around the earth and the world is flat because you don't have enough of a foundation to understand otherwise.
Like I mentioned to Tampa. Show the Grifco PRs to a financial professional and I gurantee you 100% of them will tell you its bad news.
Nobody's criticizing anyones decision to invest in a pinkie. This is a Grifco discussion board and we are discussing Grifco. The discussions that some of you are complaining about is in response to "show me proof" or "show me evidence" post. When its clearly explained what the evidence are you guys retreat to a whole different bag.
Evidence is there if you know what to look for and where to find it. Maybe if you keep an open mind you wouldn't be losing money 80% of the time (5 out of 6 trades).
JMO.
mrdmrd, IMO the "rant types" will post here as long as the "clueless" keeps posting that everything is "hunky-dory". JMO.
Tampa would that be your answer if someone told you they think the world is flat and the sun revolves around the earth? Would you it's just chalk it off to a difference in opinion?
I was just trying to explain the facts only because you asked for evidence. If you don't want an explaination don't ask for one. JMHO.
Tampa it's not speculation. I figure you don't have the foundation to understand what I explained. It's like 500 years agom almost all lay people believe the world was flat, the earth was the center of the universe, and the sun revolved the earth. In short of having the right knowledge to understand the truth, people accepted things because their basis of underestanding was limited.
So whats the use trying to explain things to you anymore. You will continue to say there is no evidence when to some it's quite obvious.
Tampa, there is evidence. Quite a bit of it.
Example, Sarbanes-Oxley section 404 will require an auidtor to make an assessment of the company's internal control. There is sufficent evidence based on the COSO Framework to concluded that Grifco poses a high degree of risk because of their sever lack of institutional control. Grifco lends itself to an environment where fradulent activity can occur rather easily. At least in the eyse of the Auditor, SEC, or any professional making a risk assessment of Grifco this is quite obvious.
One evidence would be the fact that Jim Dial is the Board of Director, CEO, president which means the company lacks institutional oversight. Simply, if Jim Dial wants to engage in fradulaent activity (he already has IMO), it would make it very easy for him to do so due to a lack of oversight.
There are many evidences that will show the pervasiveness of Grifco's lack of institutional control. Any competent Auditor will come to the same conclusion and would give Grifco an Adverse opinion. They wouldn't even have to dig deep. In fact, some reputable public auditing firms will probably even turned down the engagement to Audit Grifco. This IMO Grifco had to hire a small no-name company out of New York. Firms with a reputation won't touch Grifco IMO.
Also from a common sense standpoint, if there is somethimg positive about the company wouldn't think they would eagerly release the information? Isn't that what a reasonable person would do? Can you give any other reason why Grifco
won't release the financials?
won't follow up on their 3/2005 revenue forecast?
Suppress the results of an audit when they said pre-audit they will release the information?
Work so hard at guarding the share count?
Won't file a 14A?
Pursue a new high risk venture from scratch when everything is going so well?
Keep the investors in the dark about anything concrete?
Come on, how many more evidence do you need?
Tampatradr, I beg to differ. Evidence is always nice but in lack of any evidence either way professionals make a determination based on risk assessment and control deficencies.
Like I said just show Grifco's PR and giving the background of how they've been operating the past 1 1/2 years. I will GURANTEE you 100% of the time they will tell you to stay away.