Watching carefully
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I believe that there are many longs which makes the float even lower.
We should also get more news releases like this one pretty regularly.
This is a solid investment.
Cheers,
vt.
And the ball starts rolling.
Short term: $2-$4
Medium: $3-$10 Hard to predict because we only know what the company plans on doing. If they show us even the smallest hints that they will execute, it can go up very easily.
Long: Extremely hard to predict. We'll have to wait and see what the company does in the short/medium term. It could be anywhere between $5 to $25. Obviously you will think that $25 is crazy but who knows what will happen in 5 years. The potential is definitely there. If everything they want to do is executed, they could be up and running full force in 5 years. Delivering solar energy to residential and commercial areas in Arizona. There is a lot of money to be made in this industry as long as Barack Obama is in power and continues giving incentives to the alternative energy sector.
Cheers,
vt.
Looks like we will be going over a dollar soon.
PBEC OTCBB Level 2 11:08:46
Bid Ask
Source Time MMid Size Price Price Size MMid Time Source
Otcbb 10:43:08 VERT 25 0.93 1.164 5 HDSN 07:30:46 Otcbb
Otcbb 07:30:46 PERT 25 0.87 2.00 5 VFIN 07:30:46 Otcbb
Otcbb 07:30:46 HDSN 25 0.60 100.989 1 PERT 07:30:46 Otcbb
Otcbb 07:30:46 VFIN 50 0.10 100.989 1 VERT 10:43:08 Otcbb
If "Wanted" appears as the Bid price, an offer is wanted. If "Wanted" appears as the Ask price, a bid is wanted.
A "U" following the MMID means the bid or offer is unsolicited.
PBEC Pink Sheets Level 2 11:08:46
Bid Ask
Time MMid Size Price Price Size MMid Time
04/07 10:38:52 NITE 2500 0.98 0.99 2500 MURF 04/07 10:49:09
04/07 10:49:09 MURF 2500 0.98 1.00 2500 NITE 04/07 10:38:52
04/07 10:57:53 ETMM 2500 0.98 1.10 500 DOMS 04/01 13:39:55
04/01 13:39:55 DOMS 2500 0.89 1.10 500 NOBL 04/07 10:42:30
04/07 10:42:30 NOBL 2500 0.87 1.15 500 AUTO 04/07 10:51:40
04/05 09:49:07 HDSN 2500 0.60 1.164 500 HDSN 04/05 09:49:07
04/07 10:37:53 PUMA 2500 0.60 1.20 500 SSGI 04/05 13:12:09
03/31 09:41:49 VFIN 5000 0.10 1.20 500 PUMA 04/07 10:37:53
03/16 09:42:32 LAMP 5000 0.01 2.00 500 VFIN 03/31 09:41:49
04/05 13:12:09 SSGI 5000 0.01 5.00 500 LAMP 03/16 09:42:32
11/06 05:47:43 MICA U 100.99 100 ETMM 04/07 10:57:53
03/17 12:46:19 VERT U U MICA 11/06 05:47:43
04/01 11:42:00 PERT U U VERT 03/17 12:46:19
04/07 10:51:40 AUTO U U PERT 04/01 11:42:00
- OW in the bid price means Offer Wanted
- BW in the ask price means Bid Wanted
- U means the bid or ask is unpriced
- Closed quotes are displayed in red and with a c in front of the MM id
- Unsolicited quotes are displayed with a u following the MM id
Looks like we will have a very interesting summer.
Of course I'm excited. What's not to be....
With a corporate PR agency, PBEC will get known fairly quickly. It will all depend on if they can execute their business plan.
That does not really matter imo. I don't know about everyone else, but I am in it for the long run. Big spread or not, it will not affect me much. Didnt even look at it today. I enjoyed the sun instead.
Cheers,
vt.
http://www.wisepolitics.com/obama-jobs-speech-north-carolina-1392.html" rel="nofollow" target="_blank" >http://www.wisepolitics.com/obama-jobs-speech-north-carolina-1392.html
Starts talking about clean energy at the 21:30 mark.
Another question at 29:00 mark about Hybrid vehicles/electricity grids.
54:00 mark good last question about Obama's limos.
Overall, I believe Obama is gonna help this industry immensely via incentives. Definitely a hot sector. We'll have to see if management can bring this company to it's full potential.
The percentage of ownership set forth below reflects each holder's ownership interest in the 37,000,000 shares of our common stock outstanding as of December 1, 2009.
Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner
Shares
Options/ Warrants
Total
Percent
Luniel de Beer
42016 N. Anthem Heights Dr.
Anthem, AZ 85086
15,000,000
0
15,000,000
41.20%
Joel P. Franklin
42016 N. Anthem Heights Dr.
Anthem, AZ 85086
250,000
0
250,000
.006%
All executive officers and directors as a group
15,250,000
0
15,250,000
41.21%
Where is the facebook page?
Thanks. I misread my own calculation. Million and not Billion.
Makes more sense.
So you are saying that this company will be worth over 230 Billion dollars later this year?
I have not been following this closely enough, so I don't know, I'm just asking how you came up with that number.
Thanks,
vt.
Personally, I've never seen one single commercial. I don't know if they air in Canada.
I could have sworn that I read huge, either way, 54K is neither large nor huge.
You call 54,000 shares a "huge amount"?
You actually believed him? Where did he find that info? In his head I'm sure.
Never believe someone who gives "facts" without references.
Cheers,
vt.
All I said it was a nice P & D and I think now it's over, and wished you all luck. You answer me, I answer back, that's how nice I am, I don't leave you hanging :)
Cheers,
I'm Out,
vt.
No way in hell I jump in at 0.005 when I can buy at 0.003 in a couple of days. Even then, I wouldnt do that because it may take a while until next P & D
HAHAHAHAHAHAHAHA No WAY this goes to 0.02
But for your sake, hope it does.
Where did you find that info?
Thanks.
they start buying in large blocks, people like you and me see this and say "gee, there must be something going on here! Look at that volume!" So more and more people start buying, and the people that pumped this at the beginning, they sell and make nice $$$
what PR? There wont be one. This was a P&D
Nice P & D
I missed it, it's over now.
Sell or you'll be holding bags by the end of the week.
You realize it's not the actually the short interest of the stock.
When an MM sells you shares that he doesnt actually have, it adds to that short number reported on that site. Then the MM covers his short by buying back those shares.
That 40% short number doesnt mean that there were people shorting like crazy. It just means MMs are selling you shares that they don't actually have, then they cover.
Very misleading.
WTF, a 400,000 share trade goes through at 0.01 and the ask drops at 0.0097?
MMs manipulating.
09:42:16 Q 0.01 +0.0005 400,000
Nice block trade. Didnt affect the MMs at 0.01 though, still 4 of them
Maybe much of this is in the works, but with just over 2 weeks to launch I find it amazing that no one, except a few investors, know about go800...
Last I checked, Skymark is still following TSHO
I have not followed this closely enough to give a projection yet, I'm on the sidelines for now doing some DD, but I doubt it will reach anywhere near a dollar by the end of THIS summer. Perhaps in a few years but not that soon. There is almost a Billion Shares outstanding, remember that when making price projections.
Good Luck to all,
vt.
Are you Nuts???
You think Go800 will be worth close to 1.25 BILLION dollars by the end of THIS summer?
Hate to break it to you but you are way out to left field with your projection.
I know that Friday the exchange had all sorts of problems. It affected all stocks I believe.
How do you know that GOIG is oversold?
The reason why I say this is because this stock is desperately oversold and first the MM's will try to lower the ask like on Friday - even when there are plenty of orders in above the ask.
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CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER
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19
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20
protect our intellectual property rights, unauthorized third-parties may attempt to copy or otherwise obtain
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acceptable to us or those services are not available to us we have no way of offering text messaging based
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review available capacity with our distributors and possibly purchase additional server capacity,
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which may be limited or the cost of which may be significant or prohibitive. Any system failure that causes
an interruption in service or a decrease in the responsiveness of our website could reduce traffic on our
21
website and, if sustained or repeated, could impair our reputation and the attractiveness of our brands, as
well as reduce revenue and negatively impact our operating results.
Competition may decrease our market share, revenues and gross margins.
We face intense and increasing competition in the multimedia broadcast market. If we do not compete
effectively or if we experience reduced market share from increased competition, our business will be
harmed. In addition, the more successful we are in the emerging market for multimedia broadcast services,
the more competitors are likely to emerge. We believe that the principal competitive factors in our market
include:
q service functionality, quality and performance;
q ease of use, reliability and security of services;
q establishing a significant base of customers and distribution partners;
q ability to introduce new services to the market in a timely manner;
• customer service and support; and
q pricing.
All of our competitors have substantially more capital, longer operating histories, greater brand recognition,
larger customer bases and significantly greater financial, technical and marketing resources than we do.
These competitors may also engage in more extensive development of their technologies, adopt more
aggressive pricing policies and establish more comprehensive marketing and advertising campaigns than
we can. Our competitors may develop products and service offerings that we do not offer or that are more
sophisticated or more cost effective than our own. For these and other reasons, our competitors' products
and services may achieve greater acceptance in the marketplace than our own, limiting our ability to gain
market share and customer loyalty and to generate sufficient revenues to achieve a profitable level of
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operating results.
The technology underlying our services and applications is complex and may contain unknown defects
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and applications.
The technology underlying our services and applications is complex and includes software that is internally
developed and software licensed from third-parties. These software products may contain errors or defects,
particularly when first introduced or when new versions or enhancements are released. We may not
discover software defects that affect our current or new services and applications or enhancements until
after they are sold. Furthermore, because our digital media services are designed to work in conjunction
with various platforms and applications, we are susceptible to errors or defects in third-party applications
that can result in a lower quality product for our customers. Because our customers depend on us for digital
media management, any interruptions could:
q damage our reputation;
q cause our customers to initiate product liability suits against us;
q decrease our product development resources;
q cause us to lose revenues; and
q delay market acceptance of our services and applications.
Our business will suffer if our systems fail or our third-party facilities become unavailable.
A reduction in the performance, reliability and availability of our systems and network infrastructure may
harm our ability to distribute our products and services to our customers and other users, as well as harm
our reputation and ability to attract and retain customers and content providers. Our systems and operations
are susceptible to, and could be damaged or interrupted by, outages caused by fire, flood, power loss,
telecommunications failure, Internet breakdown, earthquake and similar events. We may not have any
22
redundancy in our Internet multimedia broadcasting facilities and therefore any damage or destruction to
these would significantly harm our multimedia broadcasting business. Our systems are also subject to
human error, security breaches, power losses, computer viruses, break-ins, "denial of service" attacks,
sabotage, intentional acts of vandalism and tampering designed to disrupt our computer systems, Websites
and network communications. This could lead to slower response times or system failures.
Our operations also depend on receipt of timely feeds from our content providers, and any failure or delay
in the transmission or receipt of such feeds could disrupt our operations. We also depend on Web browsers,
ISPs and online service providers to provide access over the Internet to our product and service offerings.
Many of these providers have experienced significant outages or interruptions in the past, and could
experience outages, delays and other difficulties due to system failures unrelated to our systems. These
types of interruptions could continue or increase in the future.
Our digital distribution activities are managed by sophisticated software and computer systems. We must
continually develop and update these systems. Over time as our business and business needs grow and
change, these systems may not adequately reflect the current needs of our business. We may encounter
delays in developing these systems, and the systems may contain undetected errors that could cause system
failures. Any system error or failure that causes interruption in availability of products or content or an
increase in response time could result in a loss of potential or existing business services, customers, users,
advertisers or content providers. If we suffer sustained or repeated interruptions, our products, services and
Websites could be less attractive to such entities or individuals and our business could be harmed.
Significant portions of our business are dependent on providing customers with efficient and reliable
services to enable customers to connect on a live or on-demand basis. Our operations are dependent in part
upon transmission capacity provided by third-party telecommunications network providers. Any failure of
such network providers to provide the capacity we require may result in a reduction in, or interruption of,
service to our customers. If we do not have access to third-party transmission capacity, we could lose
customers and, if we are unable to obtain such capacity on terms commercially acceptable to us our
business and operating results could suffer.
Our computer and communications infrastructure is located at a single leased facility. We do not have fully
redundant systems, and we may not have adequate business interruption insurance to compensate us for
losses that may occur from a system outage. Despite our efforts, our network infrastructure and systems
could be subject to service interruptions or damage and any resulting interruption of services could harm
our business, operating results and reputation.
Government regulation could adversely affect our business prospects.
We do not know with certainty how existing laws governing issues such as property ownership, copyright
and other intellectual property issues, taxation, personal privacy and data protection will apply to our
services. Most of these laws were adopted before the advent of related technologies and therefore do not
address the unique issues associated with these related technologies. Depending on how these laws are
developed and are interpreted by the judicial system, they could have the effect of:
q increasing our costs due to new or changes in tax legislation;
111 limiting the growth of mobile telecommunications or the Internet;
q creating uncertainty in the marketplace that could reduce demand for our products and services;
q limiting our access to new markets which may include countries and technology platforms;
q increasing our cost of doing business;
q exposing us to significant liabilities associated with content distributed or accessed through our products or
services; or
q leading to increased product and applications development costs, or otherwise harming our business.
23
Because of this rapidly evolving and uncertain regulatory environment, both domestically and
internationally, we cannot predict how existing or proposed laws and regulations might affect our business.
In addition, these uncertainties make it difficult to ensure compliance with the laws and regulations
governing digital music. These laws and regulations could harm us by subjecting us to liability or forcing
us to change our business.
We are not diversified.
Our efforts will be concentrated in the multimedia mobile telecommunications industry. To the extent we
invest a relatively high percentage of our assets in this industry, we may be more affected by any single
adverse economic, political or regulatory event.
The loss of third party suppliers of key services would adversely affect our business.
We will rely on a number of third parties to provide content and technical services. These include services
for our bandwidth, streaming media, advertising servers, order handling, customer services, customer
account record keeping and data processing services. We cannot assure you that any of these providers will
be able to continue to provide these services in an efficient, cost-effective manner or that they will be able
to adequately expand their services to meet our needs. An interruption in or the cessation of service by any
third-party service provider as a result of systems failures or capacity constraints or for any other reason,
and our inability to make alternative arrangements in a timely manner, if at all, would have a material
adverse effect on our business, financial condition and operating results.
The loss of any of our executive officers and key personnel could adversely affect our business.
Our continued success will depend to a significant extent on the efforts and abilities of certain of our senior
executive officers. The loss of a senior executive officer could have a material adverse effect on our
business, financial condition and results of operations. While we intend to enter into employment
agreements and incentive programs with certain of our key senior executives, we cannot assure you that
any of such persons will not voluntarily terminate his or her employment with us.
We depend on key personnel and will require additional skilled employees to execute our growth plans.
We could fail to attract or retain key personnel.
Our potential for success depends significantly on our executive officers. We do not carry key-man life
insurance on any executive. Given the early stage of our development and our plans for rapid expansion,
the loss of the services of any executive or the services of any other key employees we may hire in the
future would have a substantial, adverse effect on our business. We believe that our future success will
depend in large part on our ability to attract and retain highly skilled technical, content, sales, marketing
and management personnel. If we are unable to hire the necessary personnel, the development of our
business would likely be delayed or prevented. Competition for these highly skilled employees is intense.
As a result, we cannot assure you that we will be successful in retaining our key personnel or in attracting
and retaining the personnel we require for expansion. As a development stage company, we will be at a
disadvantage in attracting and retaining key personnel.
Risks Relating to Our Industry
24
Wireless communications technology is changing rapidly, and we may not be successful in working with
these new technologies.
Wireless network and mobile phone technologies are undergoing rapid innovation. New mobile phones
with more advanced processors and supporting advanced programming languages continue to be
introduced in the market. We have no control over the demand for, or success of, these products. However,
if we fail to anticipate and adapt to these and other technological changes, our market share and our
operating results may suffer. Our future success will depend on our ability to adapt to rapidly changing
technologies, develop media content and personalization products to accommodate evolving industry
standards and improve the performance and reliability of our applications. In addition, the widespread
adoption of networking or telecommunications technologies or other technological changes could require
substantial expenditures to modify or adapt our media content and personalization products.
The markets for our services are also characterized by frequent new mobile phone model introductions and
shortening mobile phone model life cycles. The development of new, technologically advanced
applications to match the advancements in mobile phone technology is a complex process requiring
significant research and development expense, as well as the accurate anticipation of technological and
market trends. As the life cycle of mobile phone models and other wireless devices shortens, we will be
required to develop and adapt our existing media content and personalization products and create new
media content and personalization products more quickly. These efforts may not be successful. Any failure
or delay in anticipating technological advances or developing and marketing new media content and
personalization products that respond to any significant change in technology or customer demand could
limit the available channels for our applications and limit or reduce our sales.
Our business depends on the growth and maintenance of wireless communications infrastructure.
Our success will depend on the continued growth and maintenance of wireless communications
infrastructure in the United States and around the world. This includes deployment and maintenance of
reliable next-generation digital networks with the necessary speed, data capacity and security for providing
reliable wireless communications services. Wireless communications infrastructure may be unable to
support the demands placed on it if the number of customers continues to increase, or if existing or future
customers increase their bandwidth requirements. In addition, viruses, worms and similar break-ins and
disruptions from illicit code or unauthorized tampering may harm the performance of wireless
communications. If a well-publicized breach of security were to occur, general mobile phone usage could
decline, which could reduce the demand for and use of our media content and personalization products.
Wireless communications experience a variety of outages and other delays as a result of infrastructure and
equipment failures, and could face outages and delays in the future. These outages and delays could reduce
the level of wireless communications usage as well as our ability to distribute our media content and
personalization products successfully.
The complexity and incompatibilities among next-generation mobile phones and wireless technologies
may require us to use additional resources for the development of our media content and personalization
products.
To reach large numbers of wireless subscribers, wireless entertainment publishers such as us must support
(whether directly through our distributors or otherwise) numerous mobile phone models and technologies.
However, keeping pace with the rapid innovation of mobile phone technologies together with the
continuous introduction of new, and often incompatible, mobile phone models by wireless carriers requires
significant investments in research and development, including personnel, technologies and equipment. In
the future, we may be required to make substantial, additional investments in our development to address
this issue.
Next-generation mobile phones may significantly reduce or eliminate the wireless carriers' control over
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delivery of our media content and personalization products, and force us to further rely on alternative
sales channels which, if not successful, could require us to significantly increase our sales and
marketing expenses.
We expect that a significant portion of our media content and personalization products will be sold through
the branded e-commerce services of our distributors. However, a small number of mobile phone models
currently available include operating systems that allow consumers to browse the Internet and, in some
cases, download applications from sources other than a carrier's branded e-commerce service. In addition,
the development of other application delivery mechanisms such as premium short message services (SMS)
will enable consumers to download applications without necessarily having to access the carrier's branded
e-commerce service. Increased use by consumers of open operating system handsets or premium-SMS
delivery systems will enable them to bypass wireless carriers' branded e-commerce services, and could
reduce the market power of wireless carriers. This could force us to reevaluate our decision not to fulfill our
media content and personalization products outside of carrier billing services, and could jeopardize our
relationships with carriers, if we made the decision to service customers bypassing carrier billing systems.
As well as affecting our overall sales and distribution, such a decision could require us to significantly
increase our sales and marketing expenses.
Actual or perceived security vulnerabilities in mobile phones could adversely affect our revenues.
Maintaining the security of mobile phones and wireless networks is critical for our business. There are
individuals and groups who develop and deploy viruses, worms and other malicious software programs that
may attack wireless networks and mobile phones. For example, security experts have identified computer
"worms" that target mobile phones. We believe future threats could lead some customers to curtail their use
of our media content and personalization products, reduce or delay future purchases of the same or reduce
or delay the use of their mobile phones. Wireless carriers and mobile phone manufacturers may also
increase their expenditures on protecting their wireless networks and mobile phone products from attack,
which could delay adoption of new mobile phone models. Any of these activities could adversely affect our
revenues.
Changes in government regulation of the media and wireless communications industries may adversely
affect our business.
It is possible that a number of laws and regulations may be adopted in the United States and elsewhere
which could restrict the media and wireless communications industries, including customer privacy,
taxation, content suitability, copyright, distribution and antitrust. Furthermore, the growth and development
of the market for electronic commerce may prompt calls for more stringent consumer protection laws that
may impose additional burdens on companies such as ours, conducting business through wireless carriers.
We anticipate that regulation (including self-regulation requirements arising from the industry's attempts to
police itself and create best practice guidelines) of our industry will increase, and we will be required to
devote legal and other resources to addressing such regulation. Changes in current laws or regulations or
the imposition of new laws and regulations in the United States or elsewhere regarding the media and
wireless communications industries may lessen the growth of wireless communications services, and may
materially reduce our ability to increase or maintain sales of our applications.
A decline in, or limitation on, the use of mobile phones would negatively impact our business.
A number of public and private entities have begun to restrict the use of mobile phones on their premises.
For example, many places of worship, restaurants, hospitals, medical offices, libraries, museums, concert
halls and other private and public businesses restrict the use of mobile phones due to privacy concerns, the
inconvenience caused by mobile phone users to other patrons and the disruption mobile phones may cause
to other electronic equipment at these locations.
Legislation has also been proposed in the United States Congress and by many states and municipalities to
restrict or prohibit the use of mobile phones while driving motor vehicles. Some states and municipalities in
26
the United States have already passed laws restricting the use of mobile phones while driving, and similar
laws have been enacted in other countries. These laws and other potential laws prohibiting or restricting the
use of mobile phones could reduce demand for mobile phones generally and, accordingly, the demand for
our media content and personalization products, which could reduce our ability to increase or maintain
sales of our media content and personalization products.
A number of studies have examined the health effects of mobile phone use and the results of some of the
studies have been interpreted as evidence that mobile phone use causes adverse health effects. The
establishment of a link between the use of mobile phone services, and health problems, and any media
reports suggesting such a link, could reduce demand for mobile phones and, accordingly, the demand for
our media content and personalization products.
The complexity of and incompatibilities among mobile handsets may require us to use additional
resources for the development of our content
To reach large numbers of wireless subscribers, mobile entertainment publishers like us must support
numerous mobile handsets and technologies. However, keeping pace with the rapid innovation of handset
technologies together with the continuous introduction of new, and often incompatible, handset models by
wireless carriers requires us to make significant investments in research and development, including
personnel, technologies and equipment. In the future, we may be required to make substantial investments
in our development if the number of different types of handset models continues to proliferate. In addition,
as more advanced handsets are introduced that enable more complex, feature-rich content, we anticipate
that our development costs will increase, which could increase the risks associated with the failure of any
one channel and could materially harm our operating results and financial condition.
Our operating results may fluctuate significantly.
Our operating results may fluctuate significantly, including from quarter to quarter. These fluctuations may
cause volatility in the market price of our securities. We may also be unable to sustain our revenue growth
or improve our operating results or sustain profitability from quarter to quarter. In addition, our operating
results in future periods may be below the expectations of securities analysts and investors. In that event,
the market price of our common stock may decline.
Our net revenues may fluctuate primarily due to the securities market risks described in this section. If our
revenues decline and we are unable to adjust our cost structure on a timely basis, we may experience losses.
Risks Inherent in the Company
We indemnify our officers and directors.
Our By-Laws provide for the indemnification of officers and directors relating to their activities for the
Company to the fullest extent permitted under the Nevada General Corporation Code. These provisions
may have the effect of providing indemnity in connection with suits brought by parties other than the
Company against an officer or director who has been grossly negligent, though he acted in good faith and
in the Company's interests.
Certain provisions of our Articles of Incorporation may affect us.
Certain provisions of our Articles of Incorporation and By-Laws may make it more difficult and time
consuming to acquire us. This may reduce our vulnerability to an unsolicited proposal for our takeover. Our
27
Articles also contain restrictions regarding certain mergers, consolidations, asset sales and other "Business
Combinations." "Business Combinations" are defined in the Articles of Incorporation. The above
provisions could have the effect of depriving shareholders of any opportunity to sell their shares at a
premium over prevailing market prices because takeovers frequently involve purchases of stock directly
from shareholders at such a premium price. Further, to the extent these provisions make it less likely that a
takeover attempt opposed by our incumbent Board of Directors and management will succeed, the effect
could be to assist the Board of Directors and management in retaining their existing positions. In addition,
our Articles also provide that the provisions outlined herein cannot be amended, altered, repealed, or
replaced without a "super-majority" vote or the approval of a Majority of Continuing Directors.
The liability of our directors and officers is limited.
Our Articles of Incorporation include provisions to eliminate, to the full extent permitted by Nevada
corporate law as in effect from time to time, the personal liability of our directors for monetary damages
arising from a breach of their fiduciary duties as directors. The Articles of Incorporation also include
provisions to the effect that (subject to certain exceptions) the Company shall, to the maximum extent
permitted from time to time under Nevada law, indemnify, and upon request shall advance expenses to, any
director or officer to the extent that such indemnification and advancement of expenses is permitted under
such law, as it may from time to time be in effect. In addition, our By-Laws require us to indemnify, to the
full extent permitted by law, any of our directors, officers, employees or agents for acts which such person
reasonably believes are not in violation of our corporate purposes as set forth in the Articles of
Incorporation. As a result of such provisions in the Articles of Incorporation and the By-Laws, stockholders
may be unable to recover damages against our directors and officers for actions taken by them which
constitute negligence, gross negligence or a violation of their fiduciary duties, which may reduce the
likelihood of stockholders instituting derivative litigation against directors and officers and may discourage
or deter stockholders from suing our directors, officers, employees and agents for breaches of their duty of
care, even though such action, if successful, might otherwise benefit us and our stockholders.
Because we are not subject to compliance with rules requiring the adoption of certain corporate
governance measures, our stockholders have limited protections against interested director transactions,
conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York
and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the
implementation of various measures relating to corporate governance. These measures are designed to
enhance the integrity of corporate management and the securities markets and apply to securities that are
listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply
with many of the corporate governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally required, we have not yet adopted
these measures.
Because our Directors are not independent directors, we do not currently have independent audit or
compensation committees. As a result, our Directors have the ability to, among other things, determine
their own level of compensation. Until we comply with such corporate governance measures, regardless of
whether such compliance is required, the absence of such standards of corporate governance may leave our
stockholders without protections against interested director transactions, conflicts of interest, if any, and
similar matters and any potential investors may be reluctant to provide us with funds necessary to expand
our operations.
We intend to comply with all corporate governance measures relating to director independence as and when
required. However, we may find it very difficult or be unable to attract and retain qualified officers,
28
Directors and members of board committees required to provide for our effective management as a result of
the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series
of rules and regulations by the SEC that increase responsibilities and liabilities of Directors and executive
officers. The perceived increased personal risk associated with these recent changes may make it more
costly or deter qualified individuals from accepting these roles.
Our securities may be thinly traded on the over-the-counter market, which may severely limit or
altogether prohibit your ability to resell your shares of our common stock.
There may be extremely limited liquidity in our common stock and its price may be subject to fluctuation.
We plan to seek approval to have the price of our common stock quoted on the over-the-counter market.
The over-the-counter market is an inter-dealer market that provides significantly less liquidity than the
NASDAQ Stock Market or national or regional exchanges. Securities traded on the over-the-counter
market are usually thinly traded, highly volatile, have fewer market makers and typically are not followed
by securities market analysts. The SEC's order-handling rules, which apply to NASDAQ-listed securities
do not apply to securities quoted on the over-the-counter market. Prices for securities traded solely on the
over-the-counter market may be difficult to obtain, and holders of our securities may be unable to resell
their securities at or near their original acquisition price, or at all.
The development of an active public trading market depends upon the existence of willing buyers and
sellers who are able to sell their shares and market makers that are willing to make a market in the shares.
Under these circumstances, the bid and ask prices for the shares of our common stock may be significantly
influenced by the decisions of the market makers to buy or sell the shares for their own account, which may
be critical for the establishment and maintenance of a liquid public market in our common stock. Market
makers are not required to maintain a continuous two-sided market and are free to withdraw firm
quotations at any time. It is unlikely that an active public trading market for our common stock will develop
or be sustained, especially in the early stages of our development.
Further, our securities will be quoted on the Pink Sheets. This company has experienced difficulties in its
computer systems in the past and such problems may affect the market for our stock. The Pink Sheets also
may place the Company in its "Caveat Emptor" status for reasons entirely in its discretion and refuse to
quote our stock price causing investors to avoid our stock. We would have little or no control over this
action. This would have a serious adverse impact on our stock price.
Investors must contact a broker-dealer to trade over-the-counter market securities. As a result, you may
not be able to buy or sell our securities at the times that you may wish.
Although our securities may become traded on the over-the-counter market, nevertheless, the over-thecounter
market may not permit our investors to sell securities when and in the manner that they wish.
Because there are no automated systems for negotiating trades on the over-the-counter market, trades are
conducted typically via telephone. In times of heavy market volume, the limitations of this process may
result in a significant increase in the time it takes to execute investor orders. Therefore, when investors
place market orders to buy or sell a specific number of shares at the current market price it is possible for
the price of a stock to go up or down significantly during the lapse of time between placing a market order
and its execution.
We may not be able to attract the attention of major brokerage firms, which could have a material
adverse impact on the market value of our common stock.
Security analysts of major brokerage firms may not provide coverage of our common stock since there is
no incentive to brokerage firms to recommend the purchase of our common stock. The absence of such
coverage limits the likelihood that an active market will develop for our common stock, and likely makes it
more difficult to attract new investors at times when the Company may require additional capital.
29
The price of our common stock is expected to be volatile, which may cause investment losses for our
shareholders.
The market for our common stock is expected to be highly volatile. The trading price of our common stock
is potentially subject to wide fluctuations in possible reaction to various factors, including, but not limited
to, and among other factors which we cannot anticipate (1) our ability to provide customers with the novel
media content that we believe they want to purchase, (2) variations in our annual or quarterly financial
results, (3) announcements of key developments that we or our competitors make, (4) loss of key personnel,
(5) unfavorable publicity affecting us or our industry, (6) supply of and demand for our common stock in
the market, and (7) the limited amount of information that might be publicly available about our company.
In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or
industry analysts relating to our market or relating to our company could result in an immediate and
adverse effect on the market price of our common stock. The highly volatile nature of our stock price may
cause investment losses for our shareholders.
Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our
securities is expected to be limited for the foreseeable future, which makes transactions in our securities
cumbersome and may limit the ability to buy or sell our securities, and, therefore, reduce the value of an
investment in our securities.
The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to
be any equity security that has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our common stock is currently a "penny stock" as defined in
the Exchange Act. As a result, an investor may find it more difficult to dispose of or obtain accurate
quotations as to the price of the shares of the common stock being registered hereby. In addition, the
"penny stock" rules adopted by the SEC under the Exchange Act subject the sale of the shares of the
common stock to certain regulations which impose sales practice requirements on broker-dealers. For
example, broker-dealers selling such securities must, prior to effecting the transaction, provide their
customers with a document that discloses the risks of investing in such securities. Included in this
document are the following:
q The bid and offer price quotes for the penny stock, and the number of shares to which the
quoted prices apply,
q The brokerage firm's compensation for the trade, and
q The compensation received by the brokerages firm's salesperson for the trade.
In addition, the brokerage firm must send to the investor:
q Monthly account statement that gives an estimate of the value of each penny stock in the
investor's account, and
q A written statement of the investor's financial situation and investment goals.
Legal remedies, which may be available to an investor, are as follows:
qIf penny stocks are sold in violation of the investor's rights listed above, or other federal or state securities
laws, the investor may be able to cancel his purchase and get back his money, and
qIf the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that
caused the fraud for damages.
qIf the investor has signed an arbitration agreement with the brokerage firm, then the investor may need to
pursue a claim through arbitration.
30
If the person purchasing the securities is someone other than an accredited investor or an established
customer of the broker-dealer, the broker-dealer must also approve the potential customer's account by
obtaining information concerning the customer's financial situation, investment experience and investment
objectives. The broker-dealer must also make a determination whether the transaction is suitable for the
customer and whether the customer has sufficient knowledge and experience in financial matters to be
reasonably expected to be capable of evaluating the risk of transactions in such securities.
These disclosure and other requirements may have the effect of reducing the level of trading activity in the
secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules
may discourage investor interest in and limit the marketability of our common stock.
Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may
make transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in
the common stock may have their ability to sell their shares of the common stock impaired. For example,
the Utah Securities Commission prohibits brokers from soliciting buyers for "penny stock," which makes
selling such securities more difficult.
The sale of substantial amounts of additional shares without shareholder approval may dilute the
percentage ownership of our shareholders.
Of the 2,400,000,000 shares of our common stock that are authorized, 909,153,477 shares are currently
outstanding. All of our authorized shares in excess of those currently outstanding may be issued without
any action or approval by our shareholders. The issuance of such shares would dilute the percentage
ownership of our current shareholders and likely cause a decline in the price of our common stock.
Volatility in the price of our common stock may subject us to securities litigation, thereby diverting our
resources, which may have a material adverse, affect on our results of operations.
The market for our common stock is expected to be characterized by significant price volatility when
compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a
seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action
litigation against a company following periods of volatility in the market price of its securities. We may in
the future become targets of similar litigation. Securities litigation could result in substantial costs and
liabilities and could divert management's attention and resources.
The ownership of our common stock is concentrated in the hands of our current officers and directors,
and they have the power to make many decisions regarding the management and operations of the
business without investor consent.
Our principal shareholders, directors and executive officers beneficially own, in the aggregate, more than
50% of our outstanding shares of common stock as of September 30, 2009. These persons, acting together,
will be able to exercise significant influence over all matters requiring stockholder approval, including, but
not limited to, the election and removal of directors, any merger, consolidation, sale of all or substantially
all of our assets, and the terms of additional financings. In addition, these persons, acting together, have the
ability to control the management and affairs of the company. This concentration of ownership may harm
the market price of our common stock by delaying or preventing a change in control of the company at a
premium price even if beneficial to other stockholders. As a result of management's control, investors may
have limited input into the company.
Blair,
I don't have Private Message, but an answer to your question is YES.
Email me if you need to ask anything else.
mikeness81@gmail.com
Anyone know why the volume goes down sometimes?
A few minutes ago, it was at 1,014,000 and I clicked on reload, and it went down to 1,011,500 !!! Why? How? I don't get it.
Maybe that's what those large block trades after market are, grouped up trades that were erased?
TSHO looking good :)
I was right on the money for once.
Is this a good time to Buy?
Looking at ZVTK, it seems that a nice entry point is nearing for TSHO. Timing it perfectly is almost impossible but should be interesting if people decide to sell in order to buy Skymark's next recommendation.
Good Luck,
vt.
LOL - Very strange indeed. Glad to be on the sidelines for this. Not losing any hair over it.