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Should read this if you haven't already...
Is FO still involved....?
Moving on to tinier telecasts —time's a wastin'—I've written about how Q Television Network recently screwed over scads of workers and owes a shitload of gay money all around. Well, as one of the people they ###### without a condom-—yes, I'm now a sharecropper—I just got a communiqué from the "gay premium channel" that was evasive yet rather hopeful. It said, "We are in receipt of your invoices. Unfortunately do [sic] to the fact that the QTN is in a reorganization mode until further notice, no payables are being released across the board. Please check back within a few weeks." I'll due that, girlfriend. In the meantime, that reorganization involves founder FRANK OLSEN and the old board of directors biting the gay dust as a brave person named LLOYD FAN (who was the interim president) takes over this mess by the balls. Will he handle past debts in a timely and sensitive matter? He'd better! If not, the #### will surely hit the Fan.
What i was saying though is...Lebed pumped this the first time without a contract. He disclosed that he does not have a contract, but was in talks for one. I'm guessing he pumped this the first time to say "look what I can do!" So, IF lebed is talking to Waltzer, Waltzer may give him 10-20k shares to pump this back up to $6+ so he can unload for a PILE of money. That would be $3,000,000 instead of $1,275,000, and Lebed gets $120,000 of it...then everyone is happy, until the price is driven back to $2.50 because of the 500,000 share sell-off, then bagholders become pissed. All of this is an out of the blue guess, but, it is very likely in the short term IMO. If this does happen, i'll be selling, and waiting for a bottom. You should sign up for lebed's newsletter...so you know when/if this is happening. It will disclose who and how much he was compensated. So if he starts pumping, and states that he was compensated by a "3rd party(Kevin Waltzer)" 20,000 free trading shares...we know what to do for the short term! Just a thought...
TAKE IT FWIW. ALL MY OPINIONS!
Peace
Josh
lol...yes this stock is out of control today! lol joke...I like to see PR's about financing. It tells me they are serious, and able to obtain large sums of money from investors. Now I just wish some fat wallet investors will buy a large sum of shares! About Lebed...the guy is a genious, however he can burn you! But, here's what I believe. Most of his IR contracts are via 3rd parties, and not the companies themselves. So, if he puts out an alert that he has a contract with (what was the guys name that has the 500,000 shares?) you better sell for the profits....he will pump it up so that guy can get rid of the shares for a premium. However, on the other hand, I would be buying back when the selling is done, cause this company has a future in my eyes!
Great! I would definately like to know that. I'm definately thinking that the float is very low...based on the price movement on such low volume.
I feel ya on that trading BS! Hey, thanks for the 8-K notification...didn't realize there was a new one. Seems someone has VERY GOOD credit! I like! lol....i'll hold and wait. We need more people on this board! Seems not too many people know of TUBM still. WE NEED VOLUME!
Nettles,
I didn't read it thouroughly...but I understood it as he/they recieved just warrants to purchase 500,000 at $1.00 a share. Not 500K+500K. Hey I got that info from www.secinfo.com it's free to sign up, and you can search by names and such. Just search for that guy, and you can see all of his "interests."
Found some info nettles...!
Ohh...thanks for the articles and such you posted!!
Here's some info I have found that you may be interested in(should keep you busy for a while):
GALT FINANCIAL CORPORATION is Kevin Waltzer's company
Info from a past 8-K 9/20/04 and other forms
In connection with the Convertible Promissory Note, the
Company granted to Lender a Warrant to purchase up to 500,000 shares of Common
Stock at an exercise price of $1.00 per share, subject to adjustments similar
to those described above relating to the Convertible Promissory Note, in
reliance on Section 4(2) of the Securities Act. The Warrant expires on the fifth
anniversary of the date of grant.
Contemporaneous with the execution of the Convertible
Promissory Note and the grant of the Warrant, each as described above, the
Company entered into a Consulting Agreement, dated as of September 15, 2004,
with Kevin Waltzer, a principal of the Lender, pursuant to which Mr. Waltzer
will provide financial and other advisory services to the Company. In
consideration of Mr. Waltzer's execution of the Consulting Agreement, the
Company issued 500,000 shares of Common Stock to Mr. Waltzer in reliance on
Section 4(2) of the Securities Act.
The above descriptions of the Convertible Promissory Note,
Warrant and Consulting Agreement are qualified in their entirety by reference to
the full and complete text of such documents and agreement. The Convertible
Promissory Note, Warrant and Consulting Agreement are attached to this Current
Report on Form 8-K as Exhibits 4.1, 4.2 and 10.2, respectively.
=================================================================================================================================================================================================================================================================
CONSULTING AGREEMENT
This Consulting Agreement (herein the "Agreement") is entered into this
13th Day of September, 2004 by and between AGU ENTERTAINMENT CORP, a Colorado
corporation, (herein "the Company") and KEVIN WALTZER, located at 17 Larkspur
Lane, Newtown, PA 18940, (herein "the Consultant").
RECITALS
The Consultant provides financial and strategic planning services (the
"Services") to private and public companies. The Company desires to obtain the
assistance of the Consultant, and the Consultant is willing to provide such
assistance, with respect to the Services.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties, the Company and the Consultant hereby agree as follows:
I. ENGAGEMENT
The Company hereby engages and retains the Consultant as non-exclusive
Business Consultant for and on behalf of the Company to perform the Services (as
that term is hereinafter defined) and the Consultant hereby accepts such
appointment on the terms and subject to the conditions herein set forth and
agrees to use its best efforts in providing such Services.
II. INDEPENDENT CONTRACTOR
A The Consultant is, and in all respects deemed to be, an
independent contractor in the performance of its duties
hereunder, any law of any jurisdiction to the contrary
notwithstanding.
B The Consultant will not, by reason of this Agreement or the
performance of the Services, be or be deemed to be, an employee,
agent, partner, co-venturer or controlling person of the Company,
and the Consultant will have no power to enter into any agreement
on behalf of or otherwise bind the Company.
C The Consultant will not have or be deemed to have, fiduciary
obligations or duties to the Company and will be free to pursue,
conduct and carry on for its own account (or for the account of
others) such activities, employment ventures, businesses and
other pursuits as the Consultant in its sole, absolute and
unfettered discretion may elect.
D Notwithstanding the above, no activity, employment, venture,
business or other pursuit of the Consultant during the term of
this Agreement will conflict with the Consultant's obligations
under this Agreement or be adverse to the Company's interests
during the term of this Agreement.
III. SERVICES
The Consultant agree to provide the following, hereafter collectively
referred to as the "Services":
A. Assist the Company and/or any of its affiliates, associates, or
co-brokers in strategic planning initiatives, financial advisory
services, business consulting and such other services as the
Company and the Consultant decide. If requested by the Company,
the Consultant will agree to serve on an advisory board of the
Company.
B. Best Efforts. The Consultant will devote such time and best
efforts to the affairs of the Company as is reasonable and
adequate to render the Services contemplated by this Agreement.
C. In conjunction with the Services, the Consultant agrees to:
1. Make itself available to the officers of the Company at such
mutually agreed upon place during normal business hours for
reasonable periods of time, subject to reasonable advance
notice and mutually convenient scheduling, for the purpose
of advising the Company in the preparation of such reports,
summaries, corporate and/or transaction profiles, due
diligence packages and/or other material and documentation
("Documentation") as will be necessary, in the opinion of
the Consultant, to properly present the Company to other
entities and individuals that could be of benefit to the
Company.
2. Make itself available for telephone conferences with the
principal financial sales and/or operating officer(s) of the
Company during normal business hours.
3. Advise the Company's management in evaluating proposals and
participating in negotiations with prospective investors,
investor groups or their agents.
IV. EXPENSES
Both the Consultant and the Company will be responsible for their own
normal and reasonable out-of-pocket expenses. "Normal and reasonable
out-of-pocket expenses" will include but are not limited to:
accounting, long distance communication, express mail, outside
Consultant, etc., and other costs involved in the execution of this
Agreement.
V. COMPENSATION
Full compensation for all services hereunder shall be as follows:
A. 500,000 shares of common stock of the Company to be issued upon
execution of this Agreement. The Shares offered hereunder will
not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction. As a result,
the Shares cannot be transferred or otherwise disposed of without
registration under the Securities Act or, if applicable, the
securities laws of any state or other jurisdiction, absent an
otherwise applicable exemption there from, if any.
VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
A. EXECUTION. The Execution, delivery and performance of this
Agreement, in the time and manner herein specified, will not
conflict with, result in a breach of, or constitute a default
under any existing agreement, indenture, or other instrument to
which either entity may be bound or affected.
B. Corporate Authority. Both the Company and the Consultant have
full legal authority to enter into this Agreement and to perform
the same in the time and manner contemplated.
C. The individuals whose signatures appear below are authorized to
sign this Agreement on behalf of their respective corporations.
D. The Company will cooperate with the Consultant, and will promptly
provide the Consultant with all pertinent materials and requested
information in order for the Consultant to perform its Services
pursuant to this Agreement.
VII. TERM AND TERMINATION
A. This Agreement shall be effective upon its execution and shall
remain in effect for One (1) year.
B. Either party shall have the right to terminate this engagement
hereunder by furnishing the other with a 30-day written notice of
such termination.
C. However, no termination of this Agreement by the Company shall in
any way affect the right of the Consultant to receive, as a
result of its services rendered, the compensation granted
hereunder.
VIII. CONFIDENTIAL DATA
A. The Consultant shall not divulge to others, any trade secret or
confidential information, knowledge, or data concerning or
pertaining to the business and affairs of the Company, obtained
by the Consultant as a result of its engagement hereunder, unless
authorized, in writing, by the Company.
IX. OTHER MATERIAL TERMS AND CONDITIONS:
A. INDEMNITY. Each party hereby agrees to indemnify the other from
any claims, losses or damages arising from any material breach of
this agreement. Such indemnification shall include payment of
judgments, if any, and costs of legal representation and court
costs, if any.
B. ADDITIONAL INSTRUMENTS. Each of the parties shall, from time to
time, at the request of others, execute, acknowledge and deliver
to the other party any and all further instruments that may be
reasonably required to give full effect and force to the
provisions of this Agreement.
C. ENTIRE AGREEMENT. Each of the parties hereby covenants that this
Agreement is intended to and does contain and embody herein all
of the understandings and Agreements, both written or oral, of
the parties hereby with respect to the subject matter of this
Agreement, and that there exists no oral agreement or
understanding expressed or implied liability, whereby the
absolute, final and unconditional character and nature of this
Agreement shall be in any way invalidated, empowered or affected.
There are no representations, warranties or covenants other than
those set forth herein.
D. GOVERNING LAWS. This Agreement shall be deemed to be made in,
governed by and interpreted under and construed in all respects
in accordance with the laws of the State of Florida irrespective
of the country or place of domicile or residence of either party.
In the event of controversy arising out of the interpretation
construction, performance or breach of this Agreement, the
parties hereby agree and consent to the jurisdiction and venue of
the District or County Court of Dade County, Florida; or the
United States District Court for the Southern District of
Florida, and further agree and consent that personal service or
process in any such action or proceeding outside of the State of
Florida and Dade County shall be tantamount to service in person
within Dade County, Florida and shall confer personal
jurisdiction and venue upon either of said Courts.
E. ASSIGNMENTS. The benefits of the Agreement shall inure to the
respective successors and assigns of the parties hereto and of
the indemnified parties hereunder and their successors and
assigns and representatives, and the obligations and liabilities
assumed in this Agreement by the parties hereto shall be binding
upon their respective successors and assigns; provided that the
rights and obligations of the Company under this Agreement may
not be assigned or delegated without prior consent of the
Consultant, and any such purported assignment shall be null and
void. Notwithstanding the foregoing, the Consultant may not
assign or delegate its obligations and rights under this
Agreement without consent of the Company, in the Company's sole
discretion.
F. ORIGINALS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an
original and constitute one and the same agreement. Facsimile
copies with signatures shall be given the same legal effect as an
original.
G. ADDRESSES OF PARTIES. Each party shall, at all times, keep the
other informed of its principal place of business if different
from that stated herein, and shall promptly notify the other of
any change, giving the address of the new place of business or
residence. The address of the respective parties follows
hereunder:
AGU Entertainment Corp.
11077 Biscayne Blvd.
Suite 100
Miami, FL 33161
(305) 899-6100
Kevin Waltzer
17 Larkspur Lane,
Newtown, PA 18940
H. NOTICES. All notices that are required to be or may be sent
pursuant to the provision of this Agreement shall be sent by
certified mail, return receipt requested, or by overnight package
delivery service to each of the parties at the address appearing
herein, and shall count from the date of mailing or the validated
air bill.
I. MODIFICATION AND WAIVER. A modification or waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed with the same formality as this Agreement.
The failure of any party to insist upon strict performance of any
of the provisions of this Agreement shall not be construed as a
waiver of any subsequent default of the same or similar nature or
of any other nature.
J. ATTORNEYS' FEES. If any arbitration, litigation, action, suit, or
other proceeding is instituted to remedy, prevent or obtain
relief from a breach of this Agreement, in relation to a breach
of this Agreement or pertaining to a declaration of rights under
this Agreement, the prevailing party will recover all such
party's attorneys' fees incurred in each and every such action,
suit or other proceeding, including any and all appeals or
petitions there from. As used in this Agreement, attorneys' fees
will be deemed to be the full and actual cost of any legal
services actually performed in connection with the matters
involved, including those related to any appeal or the
enforcement of any judgment calculated on the basis of the usual
fee charged by attorneys performing such services.
IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS CONSULTING AGREEMENT THIS
15TH DAY OF SEPTEMBER 2004
AGU ENTERTAINMENT CORP
/S/ DAVID LEVY SEPTEMBER 13, 1004
------------------------------ ------------------------------
DAVID LEVY, PRESIDENT DATED
/S/ KEVIN WALTZER SEPTEMBER 15, 2004
------------------------------ ------------------------------
KEVIN WALTZER DATED
CONFIDENTIAL INITIAL:
COMPANY:
CONSULTANT:
Hansen..that would be profiling...against the law dude....eom
Who is the seller? Are his/her holdings defined in past SEC filings...? Would probably be tedious to find if they are.
Great! Thanks for the info. About the 500K...were these shares restricted shares? Or free trading? Just curious as if they were already included in the issued common...if so maby investors will see the volume spike and go ahead and buy up the 500k thus eliminating a price drop..??..I assume the 500k issue is a previous financing obligation(couldn't think of a better way to word that statement) Also, I don't think the file date is equal to the actual posting date on edgar. That 8-k was filed on 22'nd, but wasn't posted until like the 28'th..
Nettles. The Tube Filed For Chapter 11 Yesterday...unfortunate...zip zero nada....bankrupt.
Further info down the page:
APRIL FOOLS!
Sorry, had to do it nettles!
1'st falls on Sat...So, I believe it's by Mon. also, it may not be posted on edgar in realtime. Either way, I don't really know for sure.
Thanks for the links! Also, you are right about revs....i was thinking i read that the primary source of income would be selling merchandise...:
"Initially, THE TUBE Music Network will serve as the primary revenue driver for TUBE Media. The network itself will generate revenue from advertising as well as from the sale of music and music-related merchandise"
However I think I also read that there will be only 6mins an hour of ads...is this correct? It's a good thing for viewers definately, but, I think in the future, CD sales as well as merchandise will be the primary source(after reading the website, it seems they have something else up their sleeves that they aren't talking about yet.) I think that's why they put "Initially" at the beginning of the sentance.
"A planned direct sales feature, which is one of the network’s defining components, will enable members of this lucrative audience to immediately purchase the music they hear on THE TUBE, either online at www.thetubetv.com or on the phone.
In addition to CDs and DVDs, consumers will also be able to purchase other music-related products and merchandise, including CDs, DVDs, concert travel packages, music memorabilia and consumer electronics, providing THE TUBE with multiple revenue-generating opportunities. "
Also, did you see this:
They rebuilt the website, MUCH nicer!! The time is coming now!!
http://www.aguent.com/index.html
ALL IN MY OPINION! TAKE IT FOR WHAT IT"S WORTH!!
There won't be much in the 10K at this point...however, I guess filing it on time would help. More people need to know about this(TUBM)! I am no pumper, so, they'll have to find out by other means. Volume is so low...we can only go down unless the MM's want to cause a mess by running it up real fast. Who knows? I'm in for the long run anyway, waiting for them to start marketing products, and have a large viewing base...then we'll be somewhere other than the OTC. Seems to me Les(and company) isn't so worried about the market at this point, there's no need really. Seems to me that they have the financing they need. So, it's up to numbers and publicity. I'm ready to start seeing commercials on popular TV channels about The Tube. Like I said before, I want a hat and a t-shirt!
correspondence:...
No, we are still here in Lake Tahoe. We fly back on Friday. It has been stormy here. Remind me to tell you about our exciting bus. trip when we talk again.
========================================================
-----Original Message-----
From : ngc.com
To : COORS.COM
Sent : Wed Mar 29 16:56:27 2006
Subject: RE: 1970 Dodge Dart on CarsOnline.com
Sounds like fun(casino)! What kind of presentation did you have to give? You say you all get back Fri? Hey, if you get a chance, and aren't busy this weekend, can you go by MVSystems and see what you can see? If your real bored, see if you can get a tour(Tell them your a XSunX shareholder if they give you a run-around, maby that'd help)..??!!..
==========================================================
Presentation was case history on the low rate anaerobic system at Coors Shenandoah compared to the high rate system here in Golden at Coors.
Send me that address again and I will check out MVSystems.
Dad
--------------------------
Sent from my BlackBerry Wireless Handheld
Lebed.biz is also compensated by this company...
I have a huge play to tell you about. I believe it will become one of
our biggest homeland security plays of all time!
The symbol is MMSV. It is trading right now for $2.30. The stock is
completely undiscovered right now by the investment community!
This is a very solid company. They already did $9.9 million in revenues
last year and have an order backlog of $14 million! They are growing at
a rate in excess of 40%!!!
We all know that one of the most dangerous targets for terrorism is our
big city underground rail road systems. Between 1998 and 2004, there
have been over 185 separate terrorist attacks on heavy rail, metro subway
systems and light rail systems worldwide.
One of the biggest Mass Transit Rail attacks was last year in London
where 49 were confirmed dead, with 700 injured; 22 were listed in serious
or critical condition. With 30 people still missing, the death toll is
expected to rise.
After the London Bombings, major cities like NY and LA have been
spending tons of money on improving the safety of our underground rail road
systems.
MMSV was just awarded its first contract to provide an integrated
mobile vehicle security solution for the Mass Rail Transit industry. The
order came from the Los Angeles Mass Transit Association.
MMSV's mobile vehicle will assist and enable law enforcement and
emergency services gaining access to remote underground locations, and having
the support of a specially designed vehicle to carry out whatever
services are necessary.
MMSV was chosen as a supplier to the Los Angeles Mass Transit
Association due to innovative ideas and problem-solving expertise and high
standard of quality in manufacturing.
This first contract is for approximately $400,000 and will be delivered
this year. MMSV expects future Mass Rail Transit security sales to
reach $5 million.
-----
My firm Lebed Biz, LLC, has been compensated by a third-party (Tbeck
Capital) 10,000 free-trading shares of MMSV for a one-month MMSV investor
relations contract. My firm Lebed Biz, LLC, was previously compensated
by a third-party (Blackjack Investments) 5,700 free-trading shares of
MMSV for a one-month MMSV investor relations contract which has since
expired. Never invest into a stock we discuss unless you can afford to
lose your entire investment. For our full disclaimer goto:
http://www.lebed.biz/disclaimer.htm
Jonathan Lebed
Lebed.biz
Staff
--
http://www.mailermailer.com/x?u=47679866f-96ae1ffa
Email list management powered by http://MailerMailer.com
Nettles...you should put this info up with your other links etc...up top.
Share Structure as of 22 Mar 06:
Shares Authorized = 100,000,000
Shares Outstanding = 26,000,000
What's the Float? Based on how easy this stock moves on 100, 500, 1000 trades....NOT MUCH I BET!!
NM...that's referencing stuff we already know. However it does include launch dates May-Jun 06..
Nettles...go to edgar...8k is out today. eom
Things will be fine with this company. Notice in the PR's that The Tube will be hitting all of the PR'ed markets BY summer! Expect products such as t-shirts, hats, greatest hits CD's, DVD's, and numerous other products to be on the site before then! He WILL have public exposure via popular bands, live shows etc....he has so many contacts...It won't be long now IMO. I am so exited about this...it's just the suspense of a quiet company(for the moment) that bugs me. I believe shares are far and few, that's why the MM's move this thing so quick on small orders. I can't wait for a 1mil plus day where the buys outweigh the sells.
"They made the same deal pretty much around the stock warrants with Sinclair as they did with the Tribune"
I see the above statement as a great sign also! These broadcasting companies wouldn't accept warrants that wouldn't be worth a crap. Les Garland is a legend on the "other side" of the music world, he knows what he's doing. And yes, that run-up was a disaster! But like I said before, I subscribe to lebed.biz's newsletter, he put out like 12 alerts in one day on TUBM. His disclaimer stated that he was in talks with TUBM for an investor relations contract. Maby he was taunting the TUBM guy's by showing them how powerful he really is. So, i'm hoping Lebed gets the contract! He is very good a bringing public awareness to "new" stocks. If he gets the contract, TUBM will be $5-8 within 2 weeks of signing(as long as he's compensated with restricted shares and not free trading shares.)
Mostly just my opinion.....take it for what it's worth!
Peace
josh
I wouldn't call this fraud....once Les get the products on the site, and the network starts getting exposure, this will be a very nice stock. The big run a couple of weeks ago was due to lebed.biz! He pumped the heck out of this for 1 day, then never mentioned it again....that's why it spiked and took a dump. The network has zero revs right now, however once people start watching it, and buying the merchandise from the website, we'll have a gem here! I wan't a "The Tube" T-Shirt myself!
Nettles...glad to find a TUBM board. My Father and I both hold positions in TUBM. Discovering this board, and finding you on here talking to yourself lets me know once again that nearly nobody knows about The Tube! LOL However, since I now have a position, I'm ready for the world to know! I have been watching the Level II extensivly....the way the price moves on VERY small trades tells me that there aren't too many shares available. I've seen 100 shares take out the ask, to reveal the next ask of +.25...if this stock was to hit a 1mill volume day, i believe it will explode upwards. Anyway, i'm a free member here so I only have 4 posts...any New and Positive info I dig up I will come out of hiding to post it. I will tell you that my father lives in Denver, so he called The Tube to see when he would be able view The Tube...he also asked if they were talking to DishNetwork etc...They told him it would be available in Denver REAL soon(I can't remember if Denver was included in the last news release but...) Also, they hinted at DishNetwork, however, they gave the insider info runaround about any further info. So, I guess we'll see. Peace...and i'll be hanging around.