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INVA - another 8K filed today:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
November 11, 2008
INOVA TECHNOLOGY, INC.
(Formerly Edgetech Services. Inc.)
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 000-27397 98-0204280
(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
233 Wilshire Boulevard, Suite 400, Santa Monica, CA, 90401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
800 757 9808
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Item 8.01 Other events.
The company has received confirmation from Nasdaq OMX confirming that the reverse split at a ratio of 400:1 will be effective November 12, 2008 and that the trading symbol of the company will change to INVA
The company has taken this action in order to meet the criteria for listing on Amex (NYSE Alternext) and or Nasdaq. The Company expects to make an application to one of these exchanges during the next 60 days (although there can be no assurance that the application will be successful).
In the meantime, following the on time filing of the 10Q for the quarter ending October 2008 (due approximately December 15, 2008), Inova will be eligible to resume trading on the OTC Bulletin Board.
(b) Exhibits*.
Exhibit No.
Item 1 Press Release.
* Pursuant to Item 601(b)(2) of Regulation S-K, certain of the exhibits and schedules may have been omitted. If so, such exhibits and schedules will be provided to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Inova Technology, Inc.
Date: November 10, 2008
By:
/s/ Adam Radly
Adam Radly
Chairman & Chief Executive Officer
INVA - another 8K filed today:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
November 11, 2008
INOVA TECHNOLOGY, INC.
(Formerly Edgetech Services. Inc.)
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 000-27397 98-0204280
(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
233 Wilshire Boulevard, Suite 400, Santa Monica, CA, 90401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
800 757 9808
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Item 8.01 Other events.
The company has received confirmation from Nasdaq OMX confirming that the reverse split at a ratio of 400:1 will be effective November 12, 2008 and that the trading symbol of the company will change to INVA
The company has taken this action in order to meet the criteria for listing on Amex (NYSE Alternext) and or Nasdaq. The Company expects to make an application to one of these exchanges during the next 60 days (although there can be no assurance that the application will be successful).
In the meantime, following the on time filing of the 10Q for the quarter ending October 2008 (due approximately December 15, 2008), Inova will be eligible to resume trading on the OTC Bulletin Board.
(b) Exhibits*.
Exhibit No.
Item 1 Press Release.
* Pursuant to Item 601(b)(2) of Regulation S-K, certain of the exhibits and schedules may have been omitted. If so, such exhibits and schedules will be provided to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Inova Technology, Inc.
Date: November 10, 2008
By:
/s/ Adam Radly
Adam Radly
Chairman & Chief Executive Officer
IVTH changes to INVA effective November 12, 2008
8K filed on Nove 10th to clarify intentions to move from Pink Sheets to OTCBB with filing of 10Q for quarter ending Oct 31, 2008, and possible further uplisting to Amex of Nasdaq.
Link to 8K: Form 8K filed 10 November '08 (10th Nov' period) http://www.pinksheets.com/edgar/GetFilingPdf?FilingID=6238800
Item 8.01 Other events.
Following the on time filing of the 10Q for the quarter ending October 2008 (due approximately December 15, 2008) Inova will be eligible to resume trading on the OTC Bulletin Board.
In the meantime, Inova has also made progress toward to being eligible for trading on eithe or Amex (NYSE Alternext) and or Nasdaq. In order to meet the minimum share price criteria for listing on one of these exchanges Inova will complete a reverse split of its common stock at a ratio of 400:1. The split will be effective on November 12, 2008.
(b) Exhibits*.
* Pursuant to Item 601(b)(2) of Regulation S-K, certain of the exhibits and schedules may have been omitted. If so, such exhibits and schedules will be provided to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Exhibit No. Item 99.1 Press Release.
Inova Technology, Inc.
Date: November 10, 2008 By: /s/ Adam Radly
Adam Radly
I have been accumulating EXPH for ahile now....picked up some more yesterday at .0013 - Thanks!
I have had a few PM's asking whether I have been selling or shorting (and I cannot PM back - my email is in my siggy at the bottom) -- NO, I have not yet sold a single share of EXPH and will never try to short (not even sure whether it is possible, or how to do it).
I remain optimistic both long term and short term. I cannot say what tomorrow holds, but I have no reason to think we will drop much lower outside of MM games or sheer desperation on the part of holders who will sell at a loss.
Best wishes to all.
NorthLion
You will be surprised one day when there is a news release telling you that they are back on track -- it IS being worked on, and I am expecting we will hear about it fairly soon....
Waiting expectantly....
NorthLion
New Website for CYID
Breaking News
China Yida Holding Launches New Website
08:00 EST Monday, November 10, 2008
FUZHOU, China, Nov. 10 /Xinhua-PRNewswire-FirstCall/ -- China Yida Holding Company (OTC Bulletin Board: CYID) ("the Company" or "China Yida"), a leading tourism and media management company, today announced the launch of a bilingual corporate website: http://www.yidacn.net . The corporate website allows convenient access to information detailing the Company's strategy, structure and operations, as well as a comprehensive Investor Relations section.
Dr. Chen Minhua, Chairman of China Yida, stated, "We are pleased to launch a Company website that provides our shareholders with such a full scope of information. Effective communication with the investing public is important to our company, and this comprehensive, sophisticated and well-organized website is an important step forward in this process."
The site includes information on China Yida's media and tourism businesses, including information on the Company's past achievements and current projects, such as FETV, the television station managed by China Yida, and the Great Golden Lake, the major tourist destination managed by China Yida.
Superbee....check your AOL....
I cannot PM - am on the cheapie plan....use my email if you wish to chat.
Holding long and strong on EXPH -- just because there are some disgruntled holders doesn't mean that the company is not doing well or that this is not a good investment - I happen to think that it is, and that is why I bought a bunch! JMHO
NorthLion
On the run now today so won't be monitoring the board - talk to you all later.
NL
There are no more secrets in MTRE land.... LOL
Yes..."Mr. Leo" is indeed the Lion from the North....
I filed today in order to be in full compliance with the SEC. Now that we are approved by the SEC (effective October 31st if we have the info correct), I had 10 days to do so.
For clarity, the reason for filing is not that I personally own all of these shares - I have some, true, but I also administer $$'s for some small private companies and their principals, so have trading authority on those accounts. The fact that I have "the power to dispose" of shares whether they are my own or in another account gives me "beneficial ownership" in a fine reading of the legal text... thus the requirement to file.
Anyways, yes, I am very happy to have acquired these, some at bargain prices.... am expecting great things from this company and the spin-off (yes, I have that many LHCI too!!).
Cheers!
Mr. Leo
North Lion
Top of the morning to you, FBS.... hope you have wonderful day.
Yes, this is a real company with real contracts, business, progressive CEO.... experiencing some growing pains in the midst of a tough economy, but I think we are going to be seeing good results as the Company works their way through the challenges (a.k.a. opportunities) they are dealing with. Patience will be rewarded, IMO.
NL
Hey Starnes...didn't realize you were a holder here as well... nice to be in good company!
NL
From experience in running a business and managing finances for other businesses, being profitable and having spare cash are two different things. There is always a lag between making the profit and seeing the cash. That is especially true in an expansion time when all (and more) of available cash is plowed back into the business to pay for new equipment, extra inventory, higher payroll expenses, etc. AFTER the products are delivered, sometimes weeks or months later, the receivables roll in the door and start providing cashflow relief. And then a lot of that cash goes toward payments on financing. That is the reality of business, even when technically profitable.
Over time, as things level off after growing through an expansion, the cashflow evens out and then the additional volumes that come from having done the expansion suddenly results in there being extra cash every month - finally there is room to operate without being always to the wall or so dependent on credit lines.
IMO, what EXPH is going through is the normal pattern of an expanding business. Add to that picture the fact that we also have been going through the general credit crunch problems in the market, and I think I can understand and empathize fully with what JD and EXPH are experiencing. I am confident that they are doing the best they can, given the circumstances and applaud their progressive efforts to grow the company into something that will be worth much more in the not too distant future.
JMHO.
NorthLion
Thanks for the clarification, Chevy, but what you said now is what I had understood from everything I read today.... SEC has approved the application to be registered with the SEC and now the uplisting is a separate, subsequent step that goes through FINRA.
Chevy, can you clarify another fine detail: is MTRE now an SEC registered company or are they now just approved to be one and that the effective date for their registration is coming up yet (maybe Friday? if I understood it correctly - or perhaps they have requested Friday but that it might be a different day if SEC decides otherwise)?
NLion
Some nice volume today, but it will take a bit for people to find out that the uplist is happening and as additional PR's come, we will this pick up steam, IMO.
NL
Awesome news!! And this is just the BEGINNING.... this is the key that opens the door to whole lot more - some of which we know (the three acquisitions, for example), but I venture that there will likely be more coming down the line that will make this even sweeter than we would imagine; that is just the way the MTRE people are. JMHO.
NL
MTRE receives SEC approval
MTRE ( .30 ) Form 10 Filing Approved by the SEC; Company Proceeds With Business Plan Market Wire "US Press Releases "
ROWAYTON, CT -- (MARKET WIRE) -- 10/29/08 -- Market & Research Corp. (PINKSHEETS: MTRE) ("MKRC" or the "Company") today announced that the SEC has completed its review of the Company's recent Form 10 and it has applied for an accelerated effective date of October 31, 2008 . Gary Stein, President, commented, "This is a major accomplishment and an integral part of our business plan. Successfully gaining this approval permits us to complete our uplisting requirements with FINRA for inclusion on the OTC.BB. We wish to thank our shareholders for remaining patient during this arduous process. We are now a fully reporting, fully compliant company and intend to remain so in support of our commitment to remain transparent."
cautiouslyoptimistic... LHCI showed up this week in BMO Investorline, Scotia, CIBC, but not yet in Credential or TD.... you're right - TD is lagging again.
NL
Got some at 11 and some at 13 today...quite happy with that!
NL
To answer a question that came by PM, Watercolour Holdings was formerly United Specialties Inc., something that shows up when you search the CIK. A search of Watercolour Holdings on Google brought up this article which confirms that fact:
http://findarticles.com/p/articles/mi_pwwi/is_/ai_n17071292
Watercolor Holdings, Inc. f/k/a United Specialties, Inc. Announces New Agreements
Market Wire, December, 2006
Watercolor Holdings, Inc., a publicly held Colorado corporation f/k/a United Specialties, Inc. (PINKSHEETS: WCHG), announced today that it has entered into two agreements to aid in its development of operating businesses at multiple locations for renewable energy sources.
Watercolor has entered into an Agreement with Plasma Arc Consultants, Inc., led by Dr. Louis Circeo, to help in its plasma gasification project..... etc.
It is my understanding that the plasma energy plans are no longer in view as the company has been unable to move ahead now for over one year due to the registration revocation last year. However, there are new possibilities in view (details to be released at some point - hopefully soon), so that this shell will have a positive plan when its registration is renewed.
NL
When you see what has transpired with MTRE and Life Health, that gives you some idea of what we have with WCHG - it is the same people. It has taken a very long time to finally get it all together with MTRE-LHCI, but the outcome looks to be coming through very positively. I expect it will be much the same with WCHG.
NL
The word is that it is actively being worked on.... any week, we should hear something..., not a dead issue at all. In typical Marty fashion, timing is delayed, but the results when they come out are likely to surprise pleasantly. JMHO.
NorthLion
Keep the faith, everyone.... this is a real company with real contracts that will pay real dollars. All of this will come through, but it never happens overnight. (Overnight success usually doesn't last long).
Under normal circumstances just the promise of future payouts might have kept the price up a bit more, but theses are not normal circumstances. People have needed cash for various reasons, including margin calls and business situations.... we might be surprised we have held as well as we have. I hold many stocks that have gone down up to 80% over the past few months... EXPH is doing well by comparison.
Gambler, OG and other longs.... remember this is a LONG play.... let's not start looking at it the way daytraders and flippers do. We will get through this trough in the midst of troubled market waters, and as the revenues from the operating business come through, we can expect the appropriate results.
I am not concerned.... holding strong and will wait for what we know is coming. JMHO
NorthLion
I am on the cheapie plan, so can't PM. Please use email: lion@ldj.net
Good job, Chevy!
Thanks Creede,
I should also update the progress of MTRE. SEC asked for some more clarifications so they have filed another amended Form 10 and hope that this will finally be it (see link below). Meanwhile, the free LifeHealth divvy/spin-off was on the daily list for October 14th, so that is now being processed. LifeHealth shares will be non-trading until MTRE is uplisted so that LifeHealth can also start right off on the OTCBB - not Pink Sheets!
MTRE remains very undervalued with next to no float left - once the uplisting is done and the acquisitions are completed, it is likely to multiply SP rapidly (IMO).
10-12G/A Amendment to a previously filed 10-12G 10/14/08
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6192297
I am on the cheapie plan, so can't PM. Please use email: lion@ldj.net
Yup..I saw that too...the way they keep building this thing, it gives hope that it may become worth something down the road a little ways.... waiting patiently.
NL
Johnny Moondog....
I must say that I am surprised at you. After calling Gene names and accusing him of everything under the sun for about a year and a half, now you think he is a great guy and believe him entirely when he says we are going to the BB. What gives? Why the sudden turn-about? What makes you think that the Gene you despised for so long will suddenly pull off the very thing you said at length wouldn't happen?
Please do not misunderstand my position.... I am NOT saying that he won't do it -- I am waiting expectantly for a positive outcome just as I have been for the past 18 months. I just don't know what to make of you.
NL
I am on the cheapie plan, so can't PM. Please use email: lion@ldj.net
Chevy I hope you are right about that possibility....that would just be an extra bonus for me as I have added more since Sepetmber 12th and have refrained from selling a single share to this day.... that would be like another miracle for me, IMO, and I still believe in them. :)
NL
MXIM - just uplisted to Nasdaq effective October 8th..... this from the 8K
On September 30, 2008, the Company issued a press release announcing that it has completed the restatement of financial statements for stock-based compensation and certain other adjustments and filed with the Commission its Annual Reports on Form 10-K for fiscal years 2006, 2007 and 2008 and its Quarterly Reports on Form 10-Q for the first three quarters of fiscal years 2007 and 2008. With these filings, the Company is current in its periodic filings with the Commission, and the Company's application to list its shares of common stock on NASDAQ has been approved with trading to commence on October 8, 2008.
And this is the Sept 30th News Release:
Maxim Completes Restatement of Financial Statements
Intends to Re-List Its Common Stock on NASDAQ; Schedules Conference Call for 3:00 P.M. PDT Today
SUNNYVALE, CA -- (Marketwire) -- 09/30/08 -- Maxim Integrated Products, Inc. (PINKSHEETS: MXIM) announced that it has completed the restatement of its financial statements for stock-based compensation and certain other adjustments and filed with the U.S. Securities and Exchange Commission (SEC) its Annual Reports on Form 10-K for fiscal years 2006, 2007 and 2008 and its Quarterly Reports on Form 10-Q for the first three quarters of fiscal 2007 and fiscal 2008. In the aggregate, the Company recorded additional pre-tax non-cash, stock-based compensation expense totaling $773.5 million during the period from the beginning of fiscal year 1997 through its fiscal third quarter ended March 25, 2006. With these filings, the Company is current in its periodic filings with the SEC. The Company now intends to seek relisting of its shares of Common Stock for trading on the NASDAQ Global Market and anticipates NASDAQ will approve the Company's application to relist, with trading tentatively scheduled to commence October 8, 2008.
In addition to non-cash, stock-based compensation adjustments, certain stock option related and other adjustments were also recorded. As a result, total pre-tax adjustments to income from operations were $838.3 million and after-tax adjustments to net income were $542.1 million for the Company's fiscal year 1997 through the fiscal third quarter 2006.
As previously disclosed, an independent committee of the Board of Directors conducted an investigation into the Company's historical stock option practices with the assistance of independent legal counsel and forensic accountants. Management then reviewed all stock option grants made between July 1, 1994, and June 24, 2006, and determined that the recorded grant dates for most of these options required revised measurement dates for accounting purposes. Adjustments due to stock option modifications were also recorded. Prior to today's filings, the Company's most recent financial statement filing with the SEC was its Quarterly Report on Form 10-Q for the quarter ended March 25, 2006.
During the past 18 months, Maxim has implemented several actions to strengthen its corporate governance, including (1) a new set of Corporate Governance Guidelines, (2) formal procedures for the grant of stock options and other equity awards, (3) a more comprehensive Insider Trading Policy, (4) appointment of three new independent Board members, and (5) the establishment of a Nominating and Governance Committee to oversee the development, implementation and maintenance of proper corporate governance principles.
Tunc Doluca, Maxim's Chief Executive Officer, commented "The completion of the restatement project is a significant milestone for Maxim. We can now focus exclusively on growing our business. I am pleased the restatement effort is behind us and I want to thank Alan Hale, our interim Chief Financial Officer, and our entire restatement team for their perseverance and hard work, as well as our shareholders and employees for their patience and commitment during the past couple of years."
Maxim has scheduled a conference call for September 30, 2008, at 3:00 p.m. Pacific Time to answer questions related to our restated financial results and discuss other items included in our financial results through June 28, 2008. There will be no discussion of the current business outlook. To listen in via telephone, dial (866) 219-5268 (toll free) or (703) 639-1120. This call will be webcast by Shareholder.com and can be accessed at Maxim's website at www.maxim-ic.com/Investor.
About Maxim
Maxim Integrated Products is a publicly traded company that designs, manufactures, and sells over $2 billion of high-performance semiconductor products annually. It was founded over 25 years ago with the mission to deliver innovative analog and mixed-signal engineering solutions that add value to its customers' products. To date, Maxim has developed over 5,800 products in 28 product categories serving the Industrial, Communications, Consumer, and Computing markets. For more information, go to www.maxim-ic.com.
WellTek Incorporated
(Pink Sheet:WLTK)
Press Release
10/6/2008 03:54:45 PM
WellTek Completes Acquisition of Scoop! Fitness™
Marks Critical Step Towards Building America’s First National Network of Branded High-End Personal Fitness and Exercise Studios Emphasizing Core Strengthening
ORLANDO, Fl – PR NEWSWIRE – October 7, 2008 – WellTek Incorporated (Pink Sheets: WLTK), an exercise science-based health, fitness and wellness company, today announced that it has successfully completed its planned acquisition of a majority stake in Scoop! Fitness™, Inc., a privately-held chain of high-end specialized fitness and exercise studios located in Florida.
With three studios currently in operation in Palm Beach and Martin Counties, Florida (Wellington, Palm Beach Gardens and Palm City), Scoop! Fitness offers its affluent, fitness-minded clientele highly personalized small group, duet and private instruction, with primary emphasis on advanced core strengthening exercise disciplines. More specifically, Scoop! Fitness’ cadre of certified instructors train clients on the proper execution of Pilates exercises using state-of-the-art Pilates equipment and providing strength training on MedX exercise equipment. Or, clients may elect alternative exercise instruction in Gyrotronic®, Yoga or cardio training.
Featuring luxury amenities, refined décor and architectural detailing, each Scoop! Fitness studio strives to serve as a refuge where its exclusive clientele can retreat from their busy lives and focus on their individual health, fitness and wellness goals.
Lee Puglisi, co-founder of Scoop! Fitness, stated, “Although geographically concentrated in South Florida, Scoop! Fitness has earned distinction as a highly differentiated and nationally respected exercise and fitness venue. However, we believe that by teaming with WellTek, we can now leverage our reputational reach, profitable business model and fitness expertise to build Scoop! Fitness into a significant industry powerhouse ‘where true health and wellness takes shape’ for thousands of people across the country.”
Over the next 18 months, WellTek plans to open 14 new Scoop! Fitness studios within the State of Florida, beginning with the scheduled November 2008 opening of a studio which will service the affluent Central Florida communities of Windermere, Bay Hill and Dr. Philips. Upon achieving this initial expansion objective, the Company will then turn its attention to building Scoop! Fitness into America’s first nationwide network of branded high-end personal fitness and exercise studios emphasizing core strengthening.
Noted fitness training expert and Scoop! Fitness co-founder Frankie Puglisi will serve as the Company’s President, and is tasked with managing customer service and training for the studio chain. With over 20 years of acclaimed industry experience in Pilates, strength and fitness, Puglisi has earned 18 Nationally recognized certifications in Fitness and Pilates instruction. She originally studied the Pilates method over 15 years ago, and keeps the original 100 year-old work of Joseph H. Pilates alive – although she also integrates her vast knowledge of anatomy, biomechanics and rehabilitative exercise protocols, making her style sought after by young and old, active and inactive, and male and female alike. She currently collaborates with first generation Master Teacher Lolita San Miguel, to soon become her protégé. San Miguel is one of only two known practitioners to have been officially certified by Joseph and Clara Pilates, and one of only six “Elders” of the Pilates Method. In 1998, Puglisi co-founded the Pilates Institute of America, which provides teacher training, continuing education and distance learning for Pilates, fitness and wellness practitioners. She has authored ten Pilates and Yoga teacher training manuals and has trained over 3000 instructors nationwide through the Institute.
Commenting on the acquisition, Randy Lubinsky, Chairman of WellTek, noted, “We are very pleased to complete this transaction with Scoop! Fitness. The complementary expertise and expanded infrastructure that we derive from its addition to our operating platform is expected to promote accelerated long term growth and highly tangible value creation. Moreover, through our expanding network of Scoop studios, we gain a direct channel to consumers, enabling us to promote much greater awareness of the vital role that core fitness plays in optimizing good health and mind/body wellness – elements essential to quality of life.”
About WellTek Incorporated
Headquartered in Orlando, Florida, WellTek is an exercise science-based health and wellness company focused primarily on ‘core fitness and strengthening’ through the delivery of proprietary branded products and services that help consumers to live healthier, happier, longer lives.
Through its wholly-owned subsidiary MedX Systems, LLC, WellTek manufactures, markets and distributes the world’s leading and most advanced medical exercise equipment to the global medical and fitness markets. The Healthy Back Program created by The Spine Network, Inc., a wholly-owned subsidiary of WellTek, offers a proprietary and innovative program for the treatment of chronic back and neck pain and presents a fundamental change in the way healthcare services are delivered. The Company is establishing a nationwide network of centers to substantially reduce employers’ and payers’ spine treatment costs. Scoop! Fitness, Inc., a majority-controlled subsidiary of WellTek, is a growing chain of high-end personal fitness and exercise studios specializing in core strengthening exercise disciplines. For more information on the Company and its various business divisions, please visit www.WellTekinc.com.
Certain statements contained in this press release, which are not based on historical facts, are forward-looking statements as the term is defined in the Private Securities Litigation Reform Act of 1995, and are subject to substantial uncertainties and risks in part detailed in the respective Company's Securities and Exchange Commission filings, that may cause actual results to materially differ from projections. Although the Company believes that its expectations are reasonable assumptions within the bounds of its knowledge of its businesses, expectations, representations and operations, there can be no assurance that actual results will not differ materially from their expectations. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the Company's ability to execute properly its business model, to raise additional capital to implement its continuing business model, the ability to attract and retain personnel – including highly qualified executives, management and operational personnel, ability to negotiate favorable future debt facilities and capital raises, and the inherent risk associated with a diversified business to achieve and maintain positive cash flow and net profitability. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this press release will, in fact, occur.
For Shareholder/Investor Relations, please contact:
Dodi Handy at Elite Financial Communications Group
For Media Relations, please contact:
Tiffany Korkis or John Morrison at Elite Media Group
407-585-1080 or via email at WellTek@efcg.net
Good morning to you FBS (a.k.a. Master Angler? or Chief Fisherman)
My best picks remain:
1. MTRE - I expect to see a 10X there from present levels, maybe more - this could happen quickly as the uplisting, acquisitions and possible further good news is at the doorstep, so to speak.
2. EXPH - a company that has huge growth in sales, production and is likely to show good profit as this is all processed, is in the midst of uplisting, and had a recent acquisition of Southern Candle; I am also expecting a 10X there as well, but this one will likely take a year to achieve.
Both of these are buy and holds for me - there is substance and reality in both plays that make them look very good to me.
JMHO.
NL
John Winston,
How is your health? I seem to recall a post or a rumour about 6 months ago that said you had a life-threatening illness. Just wondering.
NL
Chevy,
Thanks for the updates.
I think there has been a measure of disappointment amongst some investors (myself excepted), in the performance of MTRE over the past month or so as we watched the SP sink and filings and progress delayed. Rosy expectations needed adjusting, but I do think we are about to surge out of "the doldrums" one of these days as the uplisting and acquisitions get done. Meanwhile, the rest of the investment world is no better off, and I expect we will come out of this looking very good relative to the general market in a short time.
JMHO.
NL
PLANNED OPERATIONS
Our plan of operation is to reach satisfactory negotiated settlements with our outstanding creditors, obtain debt or equity finance to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is can be no assurance that this series of events can be successfully completed, that any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.
General Business Plan
--------------------------------
We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is
purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one
potential business venture because of our lack of financial resources.
We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in
many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to
have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.
The analysis of new business opportunities will be undertaken by, or under the supervision of, our board of directors. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.
Acquisition Opportunities
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In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the
tion, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving
entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company. The issuance of substantial additional securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.
While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of stockholders.
As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.
With respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us
following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements
will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the
reporting requirements included in the 1934 Act. Included in these requirements as part of a Current Report on Form 8-K, required to be filed with the SEC upon consummation of a merger or acquisition, as well as audited financial statements included in an Annual Report on Form 10-K (or Form 10-KSB as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the
1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
Nice areas you visited.... when you make your TransCanada tour, you will have to stop by for a visit!!
Hi Starnes, Chevy and all....
Glad to hear you had a nice trip, Starnes...what parts of Canada did you visit?
NL
I suspect that these are likely more old CCWW shares from way back. Chevy had explained that they were restricted back then but now eligible for free-trading. The holder(s) have mentally written them off long ago so don't care if they get little for them. It would be good to get these over and done with before the real action starts with MTRE - but we don't know how many more shares like this there might be. Eventually they will run out. Clean them out, LOL! JMHO.
same, Lortap.... yes, it is in process... no, not done yet... confident that it will be soon (soon being a relative term, no doubt, LOL).
NL
Thanks Chevy...always appreciate the posts.