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IMO all Lyamec wanted was Global Oil Libiya. They don't give a flip about Grifco. As I said before RG Raymond is the CEO of Global Libiya no matter what the bagholders want to believe. I understand he's the interim CEO of Lyamec. Even dial admitted to the two Amigos that Lyamec was in charge of Libiya, it didn't sound like Dial wasn't in charge at all.
3 million investment bought them a 15% stake in Global Libiya. In order to do business there another 15% had to be allocated to the government (government ownership is not uncommon in some countries). Lyamec also owns the production and distribution rights for North Africa, Middle East, and Azerbajan. I think they're pretty satisfied.
Dr Bill, I'm only refer to "smart" from Tampa's perspective. He and many other longs believes JD and JS to be brillant CEOs.
Tampa, now you're getting my point. There is always 2 or 3 discrepencies in every one of their PR that expose their B.S.
Tampa, excuses, excuses, excuses. Is that the best excuse you can do? BTW, are you admitting now this this may not even happen?
Maybe the company shouldn't make hasty PRs before everything is in place, especially given the history. Not very smart on their part to repeatedly announce their intentions, then weeks later admit there was a problem. Good example the CTBG dividend and the IMPC shell. The apologists are quick to blame the shell company but a simple DD on the shell company would have averted the whole problem. Isn't that what a smart business man would do?
So who gets the blame for the CTBG dividend faux paux? IMPC or CTT?
As I said sending proxy in time for SH meeting is a very ambitious process. Given that Grifco can't even secure are faiclity for the SH meeting 2 weeks after the PR, I doubt if they can pull the mailing off.
2 weeks later and they can't even rent a meeting room in Las Vegas for SH meeting. There are hundreds available in any given week at a price that's fraction of what it cost to rent similar facilities in Houston. I rented a banquet room for over 100 people in under 30 minutes including the food and wait staff. Yet the big international conglomerate like Grifco still can't execute it after 2 weeks.
What a joke!
Wayne it's speculation on both sides. One side supports speculation with "some" facts while the other side supports it with literary prose.
SEC vs Trump Casino is a good example of why I'm so skeptical about Grifco's pro-forma EPS numbers from last year. Furthermore, there has absolutely been no follow up on the pro-forma numbers.
From CFO.com Re: the Trump case
"In this case, the method of presenting the pro forma numbers and the positive spin the Company put on them were materially misleading," says Stephen Cutler, director of the Commission's division of enforcement. "The case starkly illustrates how pro forma numbers can be used deceptively and the mischief that they can cause."
The Commission found that Trump Hotels, through the conduct of its CEO (Trump), its CFO, and its treasurer, violated antifraud provisions by "knowingly or recklessly issuing a materially misleading press release." The company, which consented to the issuance of the Commission's order without admitting or denying the findings, was ordered to stop doing such things. Says one SEC official: "This case demonstrates the risks involved in mishandling pro forma reporting."
http://www.cfo.com/article.cfm/3002978/c_2984347?f=bc
Oh NO, but J.D. and Swinford can't mislead us because they will go to jail if they did....why would they put themselves at risk it? I trust them, This is the rationale of some people here that believe Grifco and CTT.
I don't think GFCI's fiscal year conincide with calendar year but who knows what the new company would follow. Either way I don't think we will see any reporting until early 2007.
Even if merger happens according to plan, the reporting won't start until March - April 2007.
Meeting takes place 9/27 to vote on merger. 3rd Quarter reporting ends on 9/30/06. If approved and everything goes as planned merger and re-orginization will happen in 4th Quater (last quarter of fiscal year). Most companies file their 4th Quarter results -10K, between March and April of the subsequent year.
In short we can be looking at another 7 - 8 months before we really see what's going on.
JMHO.
Sarbanes - Oxley applies to the Auditing profession more than corporations as it redefines the auditing and atttestation standards. The way JD uses Sarbanes-Oxley in the PR makes absolutely no sense. He lost a lot of credibility with me in those statements.
Sec. 404 requires CEO and CFO to certify the validity of the filing, and it specifies the penalty for any impropriety (fines and jail term). It was specifically written so that CEOs like Ken Lay can no longer come out and say "I didn't know" as a defense. Sec. 404 makes the CEO responsible for the contents of the puiblic filings.
Sarbanes-Oxley Act, is a 1,000 page document, and was passed in 2002. Don't assume just because Ed Leonard is a CPA, he is all that familar with it. It didn't exist when he took his CPA exams.
Here is a good summary of Sarb-ox:
An act passed by U.S. Congress to protect investors from the possibility of fraudulent accounting activities by corporations.
The rules and enforcement policies outlined by the SOX Act amend or supplement existing legislation dealing with security regulations. The basic outline is as follows:
1. Establishment of a Public Company Accounting Oversight Board (PCAOB), where public companies must now be registered.
2. Strict auditor regulation and control by means of auditing committees and inspecting accounting firms.
3. Heightened corporate responsibility for any fraudulent actions taken.
4. Stricter disclosure within company financial statements, and ethical guidelines to which senior financial officers must adhere. (comment: this is why they keep operating under cloak of secrecy IMO).
5. Guidelines for analyst conflicts of interest. (comment: This may be why they got rid of Mike King).
6. Authorities available to the Commission and the Federal Court, as well as required broker and dealer qualifications.
7. Enforcement methods available for punishment of activities deemed criminal by the Act.
http://www.investopedia.com/terms/s/sarbanesoxleyact.asp
Below is a link to Sarbanes-Oxley in its entirety:
http://www.law.uc.edu/CCL/SOact/toc.html
Many pepole do eventually go to jail for this kind of stuff. They keep covering up one lie with another lie until they can't keep up anymore.
Their PR a year ago was full of promises, revenue projections, multiple acquisition, global expansion...yet their PR for the past 5 months is next month, next week, next week. There is no follow up with anything they've stated in prior PRs. No mention about results of operations, Argentina, China, Mexico, Qatar, Middle East, North Africa, Libiya, Ket Motors, CTT, Ko-Vac...(get the picture?)...just next week, next week, next week.
Does Ed Leonard still work for Grifco? (eom)
This statement by Dial is pure nonsesne. I think the intent is to confuse the general public doesn't understand.
This statement by JD is also nonsense.
From 7/25 PR:
...Mr. Dial continued, "In order to expedite this process, we have prioritized our assets on the basis of audits that will satisfy the Sarbanes-Oxley Act and the SEC's rules and regulations.
NONSENSE, NONSENSE, NONSENSE!!!!
FASB, the rule making body for US GAAP, sets the framework for purchase accounting. This is all Grifco needs to worry about satisfying. Everything else will fall into place.
BBB with all due respect, your theory doesn't fly
You said:
"400 million, and now we know without a single doubt that the other corporation -- Universal Energy Resources, Inc. -- has also been recently incorporated with 400 million A/S.
Now, it also logically follows that not only will Grifco's shares be fully exchanged for an equal number of shares -- one for one -- of this Universal Energy Resources company, but also most, if not all, of Grifco's asset mix should be rolled up into this new company, as well. And all this we have gotten via some recent PR's"
Autohrized Shares = maximum shares Grifco can issue. This number doesn't have to match between the 2 companies in order for Grifco to do a 100% transfer. When the balance sheet Equity is transferred 100% you have a full transfer. If there is only truly 39,000,000 shares, UER only needs to swap out 39 million shares for a 100% merger (or absorption) of Grifco.
Keep in mind too that there are shareholders in the merging company that will also get shares. So even if there is only 39 million shares now, there will be additional shares after the merger since 2 companies are going to be absorbed into a different entity.
What a difference a year makes. From RB 8/13/05
By: been_burned_before
13 Aug 2005, 09:59 PM EDT
Msg. 2159 of 21104
Jump to msg. #
Given the new O/S share count for GFCI . . .
A crude, yet enlightening, PPS valuation is revised.
Given all of the available information posted in the PR's, one can arrive at a crude valuation for a forward looking PPS. Just humor me, I know
it is very, very crude, but I admit it is nevertheless very enlightening to consider the reasonable possibilities in GFCI's PPS looking forward.
GRIFCO Item (Count) $millions
Jet Motor (100) $48.00
RotorJet (~70) $ 3.20
PMC Screen $ 2.50
Pemex Mexico $ 2.50
Scuda Tool $ 2.00
Ko-Vac Unit $ 2.00
Silver Hawg $ 1.50
Misc. Tools $ 1.20
___________________________________
Total Yearly Revenue $62.90 million
___________________________________
Approx. Shares O/S 31.6 million
___________________________________
Probable EPS $ 1.99
___________________________________
EPS Multiple $PPS
1x $ 1.99
2x $ 3.98
3x $ 5.97
5x $ 9.95
10x $19.90
15x $29.85 (industry standard)
____________________________________
My, my! The possibilities we can truly expect!
Please understand that I am very well aware that I have not accounted for any income taxes, administrative and general expenses, interest
expense on debt, or any other expenses related to doing business. Also, understand that I have neither included any exponential growth that
may certainly result from GFCI's dealings with Libya, China, Venezuela, Canada, or from any potential increase in the orders of Jet Motors
and/or any other promising tool.
Been_Burned_Before
Best way to understand business and investing is to study and analyze real world situations. Business Schools, Law Schools all understand the importance of studying cases. I learned a lot more about investing by following and analyzing a handful of companies than I ever did from books, brokers etc.
I still own shares in Grifco, so if I truly had a motive, I would be trying to talk up the stock.
CTBG, take it for what it's worth. Here is the latest spin by 2 people that recently sat face to face with Jim Dial;
BBB
5) Our CTBG dividend is coming, so it is NOT a question of if, but of when. The Record Date of May 1st and that 1.89 dividend ratio still stand. As once explained via PR, the spin-off has encountered a few cumbersome obstacles, which are being addressed as expeditiously as possible. Up 'til now, Dial and company have been handling these issues with a measure of diplomacy, but the time of hitting an impasse has come, and it is time to get ugly. It is now high time to offer the previous owner of the IPMC Holdings shell the final countdown. Load up Enola Gay, and let her fly!
http://www.ragingbull.lycos.com/mboard/boards.cgi?board=GFCI&read=20616
Visxlaserman:
5) CTBG: We will get our shares. They are working out the Audit details still and I think (IMO) that his council is not doing a good job (think billable hours). I feel that he should have let us know by now weather or not this shell is good to go or not. But we will be getting the shares.
http://www.ragingbull.lycos.com/mboard/boards.cgi?board=GFCI&read=20469
RB posters are still trying to put a positive Spin on this whole thing.... WAKE UP DORTOHY, YOU'RE BACK IN KANSAS NOW! LoL.
IMO this is the merger company. Here's why I think that -
Jim Dial is listed as the President, Secretary, Director, and Treseaurer of this company. How can JD run two cmpanies at the same time? If this isn't the company Grifco is merging into than we have a problem unless JD is stepping down from Grifco.
I think this fact makes a strong case for USEV.ob as the company Grifco is merging with.
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=ItfONFY%252bpj7YXfllwHs%252bRQ%253d%253d
Grifco has A.D.D. (eom).
CTBG has been promoted heavily on other boards. Here is a good example. This was posted on the RB WGAT board on 5/7/06
As for as stinky pinky, ctbg which is the stock you refer to, will be an otc bb stock by the end of this month, and a nas after that. I did a huge amount of research and due dil on ctbg, ...... As for as ctbg, this will make so much money for me, and I understand how you would put down my investment, but I only hope you know wgat one tenth as well as I know ctbg, then you will be ok. Let us hope we are both right, lets talk in three months.
http://www.ragingbull.lycos.com/mboard/boards.cgi?board=WGAT&read=4148
Of course when I showed this on the RB board I got blasted.
Capital Structure of the company will change with the merger. Reverse split is highly likely particularly on a stock deal.
IMO, the heavy fog over Grifco and CTBG will clear pretty soon (2-4 months)
Wayne, that makes sense. Some OCRs do have trouble recognizing texts. My scanner can load the text into word where I would use spellcheck to make corrections.
Han, not taking sides just asking questions. If you want to go at it with blind faith, it's your money.
I own 63,000+ but just because I own the stock doesn't mean I'm going to sit on the sidelines and shake my pom-poms cheering the stock to greater things. No amount of cheering is going to change reality. I have a financial background, and any auditor or forensic accountant will tell you start the process with a healthy dose of skeptism. In another words you start with questions, then you look for things that satisfactorly answer those questions.
Positive thinking doesn't do much good when you have no control over what happens on the playing field. So I ask questions, find discrepencies, but don't get reasonable answers. Thre more you peel the onion the worst it gets. I look at the series of PRs, they are confusing and dis-jointed. Since April we went from CTBG dividends to release of financials to buyout interest to public offering to now merger and aquisition. All the while non of the PRs materalized. The sheepish investors exhubarantly remained loyal to the company at every PR as they go out and pawn their playstations and the campers to buy more shares of Grifco, who now is apparently dumping more shares into the market.
So currently what we have is:
No CTBG dividend which was promised at the latest by 7/1
Apparent dilution where the CEO who now says he doesn't know how may shares are outstanding (it will be addressed when the company becomes fully reporting).
A/S jump from 200,000,000 to 400,000,000 (yet O/S shares is suppose to be 39,000,000, so why the extra)
Float of 10,000,000 shares, but IHUB and RB posters hold 30,000,000+ shares or 3x the float.
No more talk or buyout
No more talk of dividend.
Newbies coming on board taking sides instead of searching for the truth.
Han you got a lot to learn. (eom)
That was supposedly sent by Grifco's corporate counsel.
Grifco's Articles of Incorporation was posted on RB board courtesy of Stockbonds3.
24 Jul 2006, 08:12 PM EDT
Msg. 18305 of 20661
Jump to msg. #
Here's what I received from Campitiello, including Articles of Inc. & By-Laws, pardon errors switching from pdf file....
ARFTcLESOnNcORPORAUON
OF
GRIFCX) INrERNATEONAL, INC
The undersigned proposes to form a corporation under the laws ofiho State of Nevada, relating to ptivate eotpotatiom5aad to that end heseby adopts articles of inoorporotion asfoUre
ARTICLE ONE NAME
The name of the corporation is Oriilo Tnternsitional, Inc.
ARTfUl TWO
LOCATION
Theregistered office ofthiscosporation is at3638N. Ras,cboDrtve, Ste 6, Las Vegas,NV 39130, The residont agent is CRA OF AMERICA, INC
ARTICLE THREE PURPOSES
ThIs corpsntion is suthor*d to carry on any lawM business or enterpsisc.
CAPiTAL grocg
The amount oldie total authorized capital stock of this corporation is 200,000,000 shares each with 3.001 (one tenth) par value.
AKTKIE flVE
DIRECTORS
The initial governing board of this corporation shall be styled directors and shall have two members. The names and addresses nih-sr members of the rst board of directors are:
James Dial
Lois Newman
3633 N. Pancho Dr., Ste 6 3633 N. Pancho Dr., Ste6
Las Vegas,, NV SS’130 Las Vegas, r 391311 9
BY-LAWS
Grifea Intern*tianal he.
A Nevada Corporation
AWFICLB 1-
The registered office of the Corporation in the State ofNevada shall be located in the City and State desigreded in the Articles of Jucorpontion. The Corporation may also maintain cites at such other places within or without the State of Nevada as the Board of Directors may, thmi tine to time, determine.
ARUCIAlI- MEETING OF SHAREHOLDERS
Section 1- Annual Meetings: (Chapter 78,310)
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Directors.
Section 2 - SDcoial Meetinre: (Chapter 78.310)
Special meetings of the shareholders may be called by the Board of flieectc,rs or guch person or persons authorized by the Board of Directors and shall he held within or without the State of Nevada
Section) - Place of Meetings (Chapter 78.3 10)
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Directors may fitm time to time fbt. If no designation is made, the meeting ahall be held at the Corporation’s registered office in the state of Nevada
Section 4-Notice of Mcetiags (Section 78.37G)
(a) Writtenorprintednoticeofeaehmeeting of shareholders, whether annual or special, signed by the president, vice president or secretary, stating the time when and place where it Is to be held, as well as the purpose or purposes for which the meeting is celled, stall be served either personally or by mail,, by or at the direction of the president, the secretary, or the ofllcer or the person calling the meeting, not less than ten or inert than sixty days before the date of the meeting, unless the lapse of the prescribed time shall have been waived beibre or after the taking of such action, upon each shareholder of record entitled to vote at suck meeting, and to any other shareholder to whom the giving of notice may be required by Law. If mailed, such note shall be deemed to he given when deposited l.a the United States nzaU, addressed to the sharehnkler as it appears on the share transfer records of the Corporation or to the current address, which a shareholder has deliveredro the Corporation inn writen notice.
SUnless otherwise stated herein all references to Sections itt these Bylaws refer to those sectioiis contained in Tide 78 of the Nevada Private Corporations Law.
(b) Further notice to a shareholder is not required when notice of two consecutive annual nieethigs and all notices of meetings or of the taking of action by written consent without a meeting to hhn or her during the period between those two consecutive annual. meetings; or all, and at least two payments sent by first-class mail of dividends or interest on securities durtng a 12-month periodisave been mailed addressed to him or her at his or her address as shown on the records of the Corporatiort end have been returned undeliverable.
çdon 5- Quorum (Section 78.320)
(a) Except as otherwise psovided herein, or by law, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the ‘Atteles of Incorporation”), a quorum shall be present it all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter ace represented at the meeting in person or by proxy.
(b) The subsequent withdrawal Of any sbarehalder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a qisorani has been established at such meeting.
(e) Despite the absunee of a quonn at any meeting of shareholders, the shareholders present may a4joum the meefing
Section 6- Voting said Actijia: (Section 78320 & 78.330)
(a) Except as otherwise provided by law, the Articles of lacorpantion. or these Bylaws, any corporate action, the alfinnative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders of the Corporation.
(b) Except as otherwise provided by ctatute, the Certificate of Incorporation, or these bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat shall ho entitled to one vote the each share registered in his name on the books of the Corporation. (c) Where appropriate communication ficilhies am reasonably availahie, any or all shareholders shall have the sight to participate in arty shareholders’ meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to bear each other,
pticn 7- Prcxg (Section 78.355)
Each shareholder entitled to vote or to express consent or dissent withoirt a meeting, may do so either In person or by proxy, so long as such proxy is executed in writing by the shareholder hiniseK his authorized offleer, director, employee or agent or by causing the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature, or by his attomey-io-faet there utile duLy authorized in writing. Every proxy shall be revocable atvdll unless the proxy conspicuously stares that it is irrevocable arid the proxy is coupled with an interest. A telegram, telex, cablegram, or similar transmission by the shareholder, ore photographic, photostatic, thesimile, shall be treated as a valid proxy, and treated as amthctitution of the original proxy, so tong as such lransmission is a complete reproduction executed by the shareholder. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the Corporation to count the votes of shareholders sect determine the validity of proxies and ballots or ether persons makins those determinations must specify the information upon wiuich they relied. No proxy shall be valid after the expiration of six smmths from the date of its execution, unless otherwise provided in the proxy. Such instuanent shah be exhibited to the Secretary at the meeting and shalt be filed with the records of the Corporation. I.f any shareholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if one is present, then that one has and may exercise all of the powers conferred by the shareholder spor oil of the persons so designated unless the abarebolder provides otbcrwisn
Scction 8 Action WithOut Aentingi (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of the Corporation, army action to be taken at any annual or special shareholders’ meeting, may be taken without a meetless without prior notice rind without a vote if written consents arc signed by amajority of the shareholders of the Corporation, except however if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is requited. Such written, consents must be filed with the minutes of the proceedings cr1 the shareholders of the Corporation.
ARTICLE Iii - BOARD OF DIRECTORS
gçjpn I - Number. Term,Eectioa an&QRalifieations: (Section 78.115, 7R330>
(a) The first Board of Directors and all subsequent Boards of the Corporation (hail consist of 0, unless and until otherwise determined by vote of a majority of the entire Board of Directors, The Board of Directors or shareholders all have the power, in the interim between annual and speeial meetings of the shareholders, to increase or decrease the number of Directors of the Corporation. A Director need not he a shareholder of the Corporation unless the Certificate of Incorporation of the Corporation or these Bylaws so require.
(bi Except as may otherwise be provided herein or in the’ Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected at the first annual shareboldcr& meeting and at each annual meeting thereafter, unless their terms are staggered in the Artic lea of Incorporation of the Corporation or these Bylaws, by a plurality of the votes cast at a meeting of aharebolders, by the holders of shares entItled to vote in the election.
(c) The first Bogd of Directors shall hold office until the first annual meeting of shorehoiders and until their successors have been duly elected and qualified or until there is a decrease in the number of Directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the sbatuhoklers next succeeding his election, unless their terms are staggered in the Articles of lucoqiontion of the Corporation (so long as at least one - fourth iii number of the Directors of the Corporation arc elected at each annual shareholders’ meeting) or these Bylaws, or until his prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
(d) All Directors of the Corporation shall have equal voting power unless the Articles of Incorporation of the Corporation provide that the voting power of individual Directors or classes of Directors are greater than or less than that of any other individual Directors or ciasses of Directors, and the different voting powers may be stated in the Articles of Incorporation or may be dependent upon any ktt or event that may be ascertained outside the Articles of Incorporation if the manner in which the fhet or event may operate on. those voting powers is stated in the Articles oflncoqioration. If the Articles of Incorporation provide that any Directors have voting power greater than or less than other Directors of the Corporation) evesy reference in these Bylaws to a majority or other proportion of Directors shall he deemed to refer to majoti.ty or other proportion of tire voting power at&t the Directors or classes of Dimctors, as may be required by the Articles of Incorporation.
Section 2-Duties and Powers (Section 78320)
The Boned of Directors shall be responsible for the control end management of the business and affairs, property and interests of the Corperation, and may exercise all powers of the Corporation, except such as those stated under Nevada state law are in the Articles of Incorporation or by these Bylaws, expressLy conferred upon or reserved to the shareholders or any other person or parsons named therela
Section 3 - Regular Meetings: Notice: (Section 7L110)
(a) A regular meeting of the Board of Directors shall be held either wIthin or without the State of Nevada at such time and at such place as the Board shall fix.
(b) No notice shall be required of any regular meeting of the Doard of Directors arid, if given, need not specify the purpose of the meeting; provided, however1 that in case the Board of Directors shall fltt or change the time or place of any regular meeting when suck tire and. place was fixed before such change, notice of such action shall be given to each director who shall, not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in these Bylaws with respect to special meetings, unless such notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Sneeij4eetinpst Notice: (Seetiot 7L3 10)
(a) Special meetings of the Board of Directors shall be held at such time and place as may be specified in the respective notices or’waivers of notice thereof.
(b) Except as otherwise required statute, written notice of special meetings shall be mailed directly to each Director, addressed to him at his residence or usual place of business) or delivered orally, with sufficient time forte convenient assembly of Directors thereat, or shall be seat to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held, if nsai led, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mails, so addressed, with postage prepaid. If notice is given by telegram) it shall be deemed to be delivered when the telegram is delivered to the Telegraph
Company. A notice, or’waiver of notice, except as required by these Bylaws, need not specify the business In be tsansacted at or the purpose or purposes of the meeting.
(c) Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting Notice of any adjourned meeting shall not be required to he given.
SectionS - Cbaiiperson:
The Chairperson ofthc Board, if any end if present, shall preside at all meetings of the Board of Directors. If there shall be no Chairperson, orhe or she shall be absent, then the President shall preside. and in his absence, any other director chosen by the Board of Ditecton shall preside.
$cc4QLL.DLLonun and Adiomzrneatsj (Section 7R 315)
(a) At all meetings of the Board of Directors, or any committee thereof, the presence of a majority of the entire Board, or such committee thereof, shall constitute a quorum lbr the transmtion of business, except as otherwise provided by law, by the Certificate of Incorporation, ox these Bylaws.
(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum may adjourn the same from time to time without notice, whether or not a quorum exists. Notice of such adjourned meeting shell be given to Directors not present at time of the adjouzwnent and, unless the time and place of the adjourned meeting are announced at the time of the adjowusnent, to the other Directors whom were present at the adjourned meeting.
ectlnZMawifAtalagj (Section ?83Th)
(a) At all meetings of the Board of Directors, each director present shall have one vote, inespective of the number of shares of stock, if any, which he may bold.
(b) Except as otherwise provided by law, by the Articles of Incorporation, or these bylaws, action approved by a majority of the votes of the Directors present at any meeting of the Board or any committee thereof, at which a quorum is present sball he the act of the Board of Directors or any committee thereof.
(e) Any action authorized in writing made prior or subsequent to such action, by all of the Directors entitled to vote thereon nod filed with the minuLe of the Corporation shall be the act of the Board of Direutom, or any committee thereof, and have the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board or conintittee for all purposes.
(c) Where appropriate conununications facilities axe reasonabky available, say or all directors shall have the right to participate iii arty Board of Directors meeting or a committee of the B05d of Directors meeting, by means of conference telephone or any mesas of communications by which all persons participating in the meeting are able to hear each other.
ptpjiftiejes: (Section 78.335)
(a) Unless otherwise provided Mr by the Articles of Incorporation of the Corporation, any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqtiahticatier. removal or inability to act of any director, or other cause, shall be ifiled by en affirmative vote of a majority of the remaining directors, though less than aquonan of the Board or by a sole remaining Director, at any regular meeting ot special meeting ottbe Board of Directors called for that purpose except whenever the shareholders of any class or classes or series thereof are nititled to elect one or more Directors by the Certificate of lnco.iporadon of the Corporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sale innialning Director so elected.
Q,) Unless otherwise provided for by law, the Articles oflncorporation or these Bylaws, when one or more Directors shall resign from the board anti such resignation is effective at a Ibture dates, a majority of the directors, then in office, including those vsho have so resigned, shall have the power to fill such vacancy or vacanciesfr the vote otherwise to take effect when such resignation or resignations shall become effective.
$iai9atiQgi (Section 78.335)
A Director may resign at any time by giving written notice of such resignation to the Corporation.
Section lO-Remov#li (Section 78.335)
Unless otherwise provided for by the Articles of Incorporation, one or more or all the Directors of the Corporation zany be removed ‘with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose, unless the Articles of Incorporation provide that Directors may only be removed for cause, provided however, such Director shalt not be mrncved if the Corporation states In its Articles of Incoiporation that its Directors shall be elected by cumulative voting end there are a sufficient number of shares cast against his or her remoed, which if cumulatively voted at an election of Directors woul4 be sufficient to elect him or her. If a Director was elected by a voting group of shareholders, only the shareholders of that voting group may particite in the vote to remove that Director.
Section UComveosatiam (Section ‘78,14(1)
The Board of Directors may authorize and establish reasonable conipensation of the Directors for services to the Corporetion as Directors, including, but not limited to attendance at any annual or special meeting of the Board.
$cctinwit - Committees: (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the Corporation, the Board of Directors may flom then to time designate from among its members one or more committees, and &texnate members thereof, as they deem desimble, each consisting atone or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Unless the Articles of incorporation or Bylaws state otherwise, the Board of Directors may appoint natural persons scho arc not Directors to serve on such coantiltees authorized herein. Each such committee shaM serve at the pleasure of the Board anti, unless otherwise stared by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated hereIn regarding the Board of Directors.
ABTICLE woyjcg
$çetion I- Ntanber, allficpa Etççg gofQffisc; (Section iLl 10)
(a) The Corporation’s officers sball have such titles arid chilies as shall be stated in these Bylaws or in a resolution of the Board of Diuctors which is not ineonsisteat with these Bylaws. The oflicters of the Corporation shall consist of apresidenç secretary and treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from thee to thee deem advisable. Any offtcer may hold two or snore offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of Directosu at the regular annual meeting of the Board following the annual meeting of shareholders.
(e) Each officer shall hold office until the annual meeting of the Boatl of Directors next succeeding his election, ar’4 until his successor shall have been duly elected and qualified, subject to earlier termination by isis or her death, resignation or removal.
Section 2-
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3. Removal:
Any officer e]ected by the Board of Directors may be removed, either with or without cause, and a successor elected by the Board at any fime, and any officer or assi.ccan,L officer, if appointed by analber officer, may likewise be removed by such officer.
je.otiou 4- Vacanciei
(a) A vacancy, however caused, occurring in the Bean! and any newly created Directorships resulting from an increase in the authorised number of Directors may be filled by the Board of Directors.
SectionS-Bowls:
The Corporation may inquire any or all of its oiflccrs or Agents to — a bond, or otherwise. to tc C porasicu br the faitbflul performance of their positions or duties.
Section 6 Cornj
The compensation of the officers of the Corporation shall be fixed from trifle to mime by the Board. of Directors.
AR.TICLEY - SHARES OF 5142(2K
$ection I - Certificate of Stocjç (Section 75.235)
(a) The shares of the Corporation shall be represented by certificates or shall be uncertificated than&
(b) Certificated shares ef the Corporation shall be signed, (either manually or by tkcsiniile), by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by him in the Corporation. Whenever any certificate is eountersigaed or otherwise authenticated by a trttsfer agent or transfer clerk, and by a registrar, then a Ibcaimile of the signatures of the officers or agents, the tmnslbr agent or transfer clerk or the registrar of the Corporation may be printed or tithographed upon the certificate in Lieu of the actual signatures, if the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigna or otherwise authenticates any stock certificates in both capacities, If any ‘offtcerwho has signed or whose Ibosirnile signature has been placed upon such certificate, shall hsv ceased to be such officer before such certificate is issued, itmay be issuedbythe Corporstionwiththe same effectas if he werosuch offieeratthe date of its issue.
(c) lithe Corporation issues rtificawd shares as psuvided for in these Bylaws, within a reasonable time after the issuance or lranaftr of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement cert4iug the number ot’ shares owned by sue-h shareholder In the Corporation.
(4) Ewccpt as otherwise provided by law, the rigjmts and obligations of the holders of uncerriliceted shares and the fights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
Sactit,ri 2- Lospr Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or certificates to he issued irs place of arty certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed if the owner
(a) So requests before the Corporation has notice that the sharas have been acquired by a #### tide purchaser,
(b) Files with the Corporation a sufficient indemnity bond; and
(c) Satisfies such other requirements, including evidence of such loss, theft or destruction, as may he Imposed by the Corporation.
Section 3- Transfers of Shares: (Section 104MG], 104.8406 & l(]4.4i6)
(a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder theteot or by his attorney daly authorized by a written power of ettorney and in the case of shares represented by certificates, only after the surretsder to the Corporation of the certificates represeriling such shares with such shares property endorsed, with suck evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock tzunskr taxes due thmeon.
(b) The Corporation shall be entitled totreatthe holder of record of any share or shares as the absolute owner thereof for all, purposes and, accordingly, shall not be bound to recognize any legal, equitable or other elalnito, or interest in, such share or shares on the part of any other person, whether or not it shalt have express or other notice thereof, except us otherwise expressly provided by law.
$çon 4- Record Date: (Section 78.215 & 78.350)
(a) The Board of Directors may fix, irs advance, which shall not be more than sixty days before the meeting or action requiring a determination of shareholders, as the record date for the determination of shareholders entitled to receive notice of,or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of detemiiming shareholders entitled to receive payment of any dividends, or altoinient of any rights, or for the purpose of any other action. If no record date is fixed, the record date for shareholders entitled to notice of meeting shall be at the close of business on the day preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, or If notice is waived, at the close of business en the day before the day on which the meeting is held,
(b) The Board of Directors aiay fix a record date, which shall not precede the date upon which the resolutioo fixing the record date is adopted for shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights of shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stocit, or for the purpose of any other lawflul action.
(v) A dcterniination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjonrnmcnt of the meeting unless the Board of Directors fines anew record date fur the adjourned nseefing
(Section 78.205)
The Board of Directors may authorize the issuance of certificates or payment of money for Ihetions ole abase, either represented by a certificate or uaceztiflcate4 which shall entitle the Itolderto exercise votingrights, receive divicl.eads and participate many assets of the Corporation in the event of liquidation, lit proportion to the fractional holdings. c-s ii may aethorize the payment in case of the fair valve of fractions of a share as of the time when those entitled to receive such fractions are determined; orh may authorize the issisarica. subject to such conditions as racy be persuitted by law, of scrip in registered or hearer form over the manual or facsimile signature of an officer or agent of the Corporation or its agent for that purposes exchangeable as therein previded for fill shares, hut such scrip shalt not entitle the holder to any Nghts of chain- holder, except as therein provided. The scrip may contain, any provisions or conditions that the Corporation deems advisable. If a scrip ceases to be exchangeable for Ml share ccrtificates the shares that would otherwise have been iscuable as provided on the scrip are deemed to be treasiwy shares unless the scrip contains other provisions for their disposition.
ARXKLE VI - DIVIDENDS (Section 78.215 & 78.228)
(a) Dividends may be declared and paid out of any firads available thcrefor, as otlen in such amounts, and at such time or times as the Board of Directors may deicrmiae and shares may be issued pro men and without consideration to the Cotporation% shareholders or to the shareholders of one or more classes or series.
1,) Shares of one class or series may lint be issued as a share dividend to shareholders of another class or series unless:
(1) So authorized by the Articles of hzcorporation
(ii) A n4ority of the shareholders of the class or series to be issued approve the issue; or
(iii) There are no outstanding abates of the class or series of shares that are authorized to be issued.
AItflCLE Vlj FI,SCALYEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to change by the Board of Directors from time to thuc, sub] ect to applicable law.
ARTICLE VIII- CORPORATE SEAL (Section 72.065)
The corporate acid, if any, shall bela snehform sushall be prescribed and altered, from time to tints, by the Board of Directors. The rise of a seal or stamp by the Cerporstion on corporate documents is not necessasy and the lack thereof shalt not in any way affect the legality of a corporate document.
All ByLaws of the Corporation shall be sa1eot to alteration or repeal, and new Bylaws may be
made by a majority vote of the shareholders as the time entitled to vote in the election of
Directors even though these Bylaws may also be altered, amended or repealed by the Board of
Directors.
EoctleaZ--lx Dirccksu (Section 78.120)
The Board of Directors shall have power to make, adopt after, amend and repeal from time to time, Bylaws of the Corporation.
ELcI1c.1YYBAQf1inC: (Section 78375)
Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver signed by the person or peretsos entitled to such uottce whether before or after the meeting by any person, shall constitute a waiver of notice of such meeting
6RTICLB Xl - INTflESTED DIRECTORS: (Section 78.140)
No contract or transaction shall be void orvoidable if such contractor transaction is between the corporation and one or more of its Directors or Officers, or between the Corporatioti and any other corporation, partnership, association, or other organization in which one or niece of its Directors or Officers1 an directors or officers, or hove a financial interest when suet Director or Officer is present at or participates in the meeting of the Board, or the committee of the sharcholders which authorizes the contract or transaction or his, her or their votes are counted for such purpose, if:
(a) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and are noted in the minutes of such meeting, and the Booed or committee in good thAt authorizes the contact or transaction by the aflirniative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or
(b) The materiel facts as to his, her or their relationship or relationships or interest or interests and as to the contract or transaction axe disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved lit good faith by vote of the shareholders; or
(c) The coanc: or transaction is ir as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a conimitee of the shareholders; or
(d) The fact of the common directorship, office or financial Interest is not disclosed or known to the Director or Officer at the time the transaction is brought before the Board of Directors of the Corporation for such action.
Such interested Directors may he counted when determining the presence of a quorum at the Board of Directors or coimnittee meeting atttbotizlng the contract or transaction.
x3JjcxL1-ANNuu4T OF OFFICERS, DWEC]DRS JSWRPstff:
(Section 7lt5O I 7L165)
The Corperatios sl*ll, withtz sixty days after die fling elks Articles of Thcorporation with the Secretary of State. and annually thereafter on or before the ast day ni the’ month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president secretary and treasurer and all of its Direciors, along with the post office box or street address, either residenca or busJnces, and a desigriatioc of its resident agent in the state of Nevada An officer of the Corporation shall certify such list
http://www.ragingbull.lycos.com/mboard/boards.cgi?board=GFCI&read=18305
lentimen, about CRA America.
I was up in Las Vegas this past week and I checked out the CRA America address. They are a registeration agent. For a fee of about $300 they will register your company in the NV Sec. State office using their local address. They have apparently registered hundreds of companies this way.
I took pictures of the buildings. Pretty basic small one-story industrial office park occupied by various mom and pop businesses. The address Grifco's registered out of was occupied by a company called Framecon Engineering (a little irony in the name Frame - Con). On the left hand side of the window next to the door there was a small sign that said "CRA America International registeration services". Most companies they register is using Framecon's N. Rancho address as the local address. Framecon occupied about 3 spaces.
It appears one of the owners of Framecon does the registeration gig on the side for extra cash.
https://esos.state.nv.us/SoSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=jk2zSl17F38TGCxqrNZBAQ%253d%253d
Don't get me wrong I appreciate Laserman and BBB for making the trip and sharing the information with the rest of us. These guys had their own personal reason as they both have hundreds of thousands invested in Grfico.
I do think though that BBB and Laser got BS'ed by Dial to certain extent. For example Dial claming of not knowing the exact share count. Dial telling BBB/Laser they can't show the financials because it's up in New York with the auditors.
For those who criticize the need for a CPA or Attorney to be present to represent BBB/Laser, this is the reason why professional representation was needed.
Apparently BBB was impressed with JD buying them lunch to eat in the office. That's the first comment on his long post describing the generous and stellar JD.
$2.25 is a "proposed offering" not an "offer", as in offer to buy. A big difference in terminology (just like cpaitalization and capitalize in today's PR). Offering = sale of security. In this case I think they were talking about sale of stock for Global Oil Tools on the London and Libya stock exchange. I think the confusion was intentional.
Just for fun google "proposed offering" and see what returns. Every single subject is about sale of security.
It would be insider trading if BBB, Laserman, or anyone associated with them go out and buy shares of Grifco or the other reporting company prior to it becoming public knowledge.
Aug 11 PR translation.
For a company that likes to utter the word "transparency", I don't know why they can't just write a PR that an average investor can understand.
"Tax free exchange" = acquisition using stock only. Calling it "tax free" is a misnomer, it is actually a tax deferre transaction. Taxes won't be realized until the shares acquired in the exchange are sold. This is basically a stock swap. Not sure on who's getting what but it sure sounds like there will be a heck of lot more shares than 39 million.
"We also capitalized a new affiliated company to help us in the merger and financing of targeted oil and gas leases.... Trnaslation: Capitalize = Expenses, Grifco is funding an "affiliated company" to acquire gas and oil leases. Who is the affiliated company? Although possible, don't assume he means the company Grifco is trying to merge with. This explains the 200 million additional authorize shares.
Dr Bill,
This whole affair doesn't make any sense to me either. As much as people are praising BBB and Laser's effort it provided very little answers IMO. Specifically, there is STILL no conformation of the share count instead "it will be addressed by the merger". A classic JD double speak. Oh, I forgot, JD can't discuss share count because of the merger (right).
Laser's answer for the authorized share increasing from 200MM to 400MM "That rise in A/S is only for the merger. Some shares are being put into a secured account for the deal to get done. They will be taken back in after the funding. I hope I got that right. It was explained to me and I was OK with the explanation." HUH??????
The Portugal deal is a hoax. A similar hoax was posted about a month ago involving a different Portugese company.
Litfiber has nothing to do with Grifco disclosing information. Don't buy into that excuse. Litfiber is holding up the periodic filing but Grifco can disclose any information they want through the normal PR channel. If they want investors to know that the company is profitable, or that the outstanding share sare 39MM, they can do so with a simple statement in their PR.
Why would it take moving to OTCBB to provide transparency when Grifco could have made disclosures voluntairly. What prevented Grifco from releasing the financials, stating official share count, and making material disclosure? Does their pk status prevent them from it? This is the weakest part of this whole argument. This whole OTCBB scenario sounds like another stall tactic to me.
All we had in the past year are bunch of cryptic disconnected PRs with no follow through. We were promised a CTBG dividend since last year with a company imposed deadline by 7/1/06, yet no follow thorugh and no explaination. Then magically Grifco shifts towards a different PR direction to shift the focus. Now we are told about a buyout offer yet no follow through there and no further comment. When others point out these discrepencies you guys label them a short and a basher.
My take on the OTC.BB merger is that we're up for another disappointment. If it ever happens it won't be as rosy as the way its spun by BBB and other apologists. We will either merge into another empty shell, or merge with an existing company on a 1:10 stock swap. Again, if it happens at all. JMHO.
Another B.S. PR today. This PR wasn't even necessary. Why don't they wait to release the PR when they have the time and date for the "special meeting" and when Form-14 is filed. Also, why don't they address the 2.25 offering further, the CTBG dividend etc.
Andy, pinksheets aren't granted immunity but they do not have as much accountability. I bet every investor who lost money on pinksheets feel the same way you do.
I hear what you're saying and if you believe your really did DD, good luck to you. I don't know what financials you seen being that Grifco never made one public. IMO you can't do any DD without reliable financials and Grifco offers none. If Grifco is talking about rolling up assets to formulate financials that would be in accordance with Sarb-ox then whatever financials you've seen weren't worth the paper it was written on. Basically what they're saying is we're fixing our financials to conform with GAAP. Perhaps they were reconizing revenues that weren't revenues and expenses that aren't expenses. This is why they've delayed any release of financials, because it is all f#$% up.
As for government protection, they could put up a warning not to swim in a toxic waste dump. If you choose to ignore the warning, climb over the fence and take a swim in the waste dump you can't expect the government to prosecute the manager of the waste dump when you get sick.