says, "Companies that trade on the OTCBB will require Cash/Cheque. "
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Rule 144 restrictions are changing Friday
http://www.sec.gov/rules/final/2007/33-8869fr.pdf
Holding period will be 6 months for non-affiliate holders of reporting companies. Read the pdf and see if you agree.
Regards
Updated float calculations:
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O/S: 548,745,645 shares source: http://www.sec.gov/Archives/edgar/data/814926/000114036108001461/schedule13da4011608.htm
Stewart: 30,157,295 shares source: http://www.sec.gov/Archives/edgar/data/814926/000093980208000021/xslF345X02/primary_doc.xml
Howard: 230,769,536 shares source: http://www.sec.gov/Archives/edgar/data/814926/000093980208000020/xslF345X02/primary_doc.xml
Bart Fisher & wife: 75,640,419 shares source: http://www.sec.gov/Archives/edgar/data/814926/000093980208000019/xslF345X02/primary_doc.xml
Gerry McClinton: 500,000 shares
Jeff Postal: 9,000,000 shares
Laurie Holtz: 3,295,000 shares
Jeff Guzy: 50,000 shares source: http://www.sec.gov/Archives/edgar/data/814926/000093980207000155/sch14ca1052507.htm
Recent PP, 441,000/.017 = 25,941,176 shares (don't double count Stewart's $100K worth)
I add it all up and get a float of 173,392,219 shares.
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Jeff Postal has filed a Form 4 which says he's holding 1,736,250 shares. If that's true, and the DEF14C number was wrong, that makes the float 180,655,969 shares.
In addition, the 25,941,176 PP shares held by non-affiliates start coming available for resale this Friday. About 6 million should be eligible Friday, another 13 million next month, and the balance in April.
That should put the float above 200 million.
Regards
I believe Lucy has correctly characterized
the situation in this post:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=26685966
Posted by: lucyinthesky
In reply to: None
Date:2/9/2008 12:30:46 PM
Post #of 42622
IMO the most important PR that we are waiting for is the one on financing
Today's PR, while good validation that they really intend to sell the Simply Comfort to customers, might be seen as fluff.
That's probably why the gain did not hold.
Regards
Indeed I could use some help
I don't understand this move to catalog sales (and also website sales, too?-from an earlier email from Howard to porky).
It would seem to contradict this previous email from Howard:
http://investorshub.advfn.com/boards/read_msg.asp?message_id=23803987
Below is an email I received from Howard. Makes sense to me!
Hi Tom,
Thanks for the email. We do not want to sell our products online as our valuable retailers such as Wal-Mart, Target, Barnes & Nobles, and on would not like us competing with them so we will not sell through eBay or online.
Regards,
Howard Ullman
So, Porky, if you're in an inquiring mood, you could ask:
1) Catalog sales? When will an official PR come out about that?
2) Website sales still being considered? Are you going to be selling the same products as retailers?
3) Are the 8 sales rep organizations still on the job? There was much talk about a nationwide distribution network in place with them.
TIA, Porky!
The transaction codes in that Form 4
were A and J. An open market buy would have a transaction code of P.
Link to Form 4 rules and codes:
http://www.sec.gov/about/forms/form4data.pdf
General Transaction Codes
P — Open market or private purchase of non-derivative or derivative security
S — Open market or private sale of non-derivative or derivative security
V — Transaction voluntarily reported earlier than required
Rule 16b-3 Transaction Codes
A — Grant, award or other acquisition pursuant to Rule 16b-3(d)
D — Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)
F — Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise
or vesting of a security issued in accordance with Rule 16b-3
I — Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer
securities
M — Exercise or conversion of derivative security exempted pursuant to Rule 16b-3
Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3)
C — Conversion of derivative security
E — Expiration of short derivative position
H — Expiration (or cancellation) of long derivative position with value received
O — Exercise of out-of-the-money derivative security
X — Exercise of in-the-money or at-the-money derivative security
Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above)
G — Bona fide gift
L — Small acquisition under Rule 16a-6
W — Acquisition or disposition by will or the laws of descent and distribution
Z — Deposit into or withdrawal from voting trust
Other Transaction Codes
J — Other acquisition or disposition (describe transaction)
K — Transaction in equity swap or instrument with similar characteristics
U — Disposition pursuant to a tender of shares in a change of control transaction
Regards
I think Mark Smock would appreciate some attribution
for his work that you appropriated:
http://www.workz.com/content/view_content.html?section_id=509&content_id=6911
Copyright ©1995-2007 WorkZ.com. - All Rights Reserved. Do not duplicate or redistribute in any form without written permission
Mark also has some other articles that may be of use to CHDT as they work to enter a new market:
http://www.workz.com/content/view_content.html?author_id=184
Regards
You can also find a link for him
at linkedin.com; says he is/was a manager for Rogers in Toronto, something to do with wireless.
Regards
Enzo is into Timber and Oil from coal too
Busy guy.
http://www.ecplaza.net/tradeleads/seller/1533677/timber_logs_milled.html
http://www.ecplaza.net/tradeleads/seller/820286/crude_oildieseljet_fuel.html
I think he hails from the Toronto area:
http://pipl.com/directory/people/Enzo/Vettese
Hey, DTB!
Maybe when you see Brian, could you ask him if he has the SKCI 211s on him?
Thanks! Have a safe trip!
Regards
The format of the sunbiz doc is a little confusing
but Brian Conrad was (X)Changed to Kevin Smith.
Of course, he should be a P and not a D.
Regards
And, no, I don't have any photos of Rick. You could make some up, I guess :)
New filing at sunbiz on Jan. 08, 2008
Looks like they added a new director, Rick Shykora. Is that news, or did I miss an announcement?
http://www.sunbiz.org/pdf/30300293.pdf
Rick has a storied past from a quick search. Don't forget to do some DD!
Regards
No, there is no need for speculation
The balance sheet you linked is quite clear: The Capital Surplus was offset by losses (negative retained earnings) in approximately equal amount. There was minimal shareholder equity, bottom line.
Also, shells have no assets by definition, so nothing would accrue to ABVG in any scenario (that's why they call it a shell, by the way).
And, I am no accountant, but the balance sheet is clear to even a layman. If there are any accountants out there, feel free to educate us all.
Regards
"The last balance sheet of ABVG shows in excess of $19,000,000.00"
That balance sheet you linked shows a Capital Surplus of 19M offset by retained earnings of (19M) (19M in losses, most likely funded by 19M of stock sales).
In short, the previous company sold shares to cover losses. Since a shell can't have any material assets (by definition), there was no asset transfer from the old company to ABVG. In any event, the Capital Surplus was already spent money back in 2002.
Regards
What source do you use for Short Interest
and what do they say the number is? OTCBB.COM agrees with pinksheets.com, by the way.
Regards
No, I have no shares
How many shares do you own? tks
Here's next
A 19000% increase is meaningless given the inconsequential short position.
Screaming !19000% shorted! is either naive or dishonest, or a little of both.
It's another data point showing why the deal is not likely to happen as described. The short position stands to make about $5K if the stock goes to zero. If the deal goes through at .49/share, the short position loses about $50K.
Regards
Fun with percentages
19000% shorted! Alert the Media!
What's the float? 130M? About 0.1% of the float is short?
I'm not so excited anymore.
Regards
I disagree
It's a special meeting of the company, called to take a proxy vote. I believe the Delaware corporate laws apply here.
Regards
OK, this might stir the pot a bit
but so be it.
By Delaware law, they had to put the proxy in the US mail to you on or before Dec 4th, OR, you had to consent in advance to receive such notice electronically AND they had to notify you via a fax or email at your pre-agreed electronic notification preference about the proxy materials on their web site.
That's just how I read Delaware corporate law. Your legal mileage may vary. I'm guessing they didn't notify you properly about the proxy materials.
http://delcode.delaware.gov/title8/c001/sc07/index.shtml#P164_34598
and
http://delcode.delaware.gov/title8/c001/sc07/index.shtml#P288_59397
Anyone else find it ironic that the Moderator is currently banned from posting? Can't wait until that gets lifted.
Regards
Don't know enough about DMTN
to make that judgment, but unless every shareholder consented to electronic notice prior to this proxy statement being posted on DMTN's website on December 4th, AND, DMTN either emailed or faxed the shareholders at their designated electronic notification preference, then, I don't see how they meet the 10 day written notice requirement.
I doubt they got the proxy forms in the US mail as of yesterday.
Regards
OK, I really shouldn't get involved
here. But, I have to ask: If the proxy statement was finalized at 3:32PM December 4, 2007 (check the PDF with CTRL-D), how do they meet the 10 day written notice requirement of Delaware corporate law?
I see where Delaware allows electronic transmission of such notice, and posting to the company website would be such a notice, but have they met this condition:
(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given.
and:
(3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice;
Did anyone get a fax or email (that they previously had consented to) notifying them of the website proxy posting?
Regards
Since Lucy has chosen to misrepresent what I posted
here is what I actually said:
Should be an interesting contest, Lucy
But .60 by the end of 4Q next year? That puts the market cap (and enterprise value, if you prefer) above half a billion dollars.
CHDO's sales growth for all of next year, and into the foreseeable future is handicapped by their lack of capital to invest.
It's the same problem they had with the generator business. Not enough up front cash to make it grow properly.
If the winner of your contest will be chosen as 'closest to, without going over', I would choose 1 cent, as I believe all of you are grossly overestimating what this company can do with current financial resources.
And the whole bank loan thing...I don't see it right now, maybe sometime in the unknown future, but where are the hard assets to pledge as collateral (banks like to have that kind of stuff).
It's likely that any loan CHDO could get from a bank right now would be short term, small in size, and at a interest rate above what they were paying Howard.
I think Howard needs to sell an equity stake to some big entity. Something on the order of 5M preferred A shares, in return for a $10M investment. With that kind of cash, they might be able to grow revenue next year to $15 to $20M. With $20M in sales, you might see 10 cents a share (that would be around 6X sales, fully diluted).
Put me down for 1 cent next year, I'm pretty sure you will all overbid.
C'mon Down, you're the next contestant on the Price is Slight!
The A/S reduction hits SunBiz doc servers
http://www.sunbiz.org/COR/2007/1017/10463285.Tif
Filed as of 10/10/07, looks like it was faxed to them on 9/28/07, and adopted by the company on 9/11/07.
Regards
Oh, and find a seminar for Belle to attend
I'll bet she would promise to hold her tongue re: business attire.
Regards
Yes, thank you.
There is still some discrepancy between what was told to the original promoters re: float and certificate shares, but it's good to get an accurate accounting of the share structure. Water under the bridge.
And, he shouldn't have said they sent the paperwork to sunbiz in September, if they didn't do it until October 9th.
This company needs more timely execution on promises made, and less PRs about stuff that doesn't ever seem to happen, just my opinion.
Oh, and get the financials out. I don't buy the legal excuse. No one should invest in this stock until they get an idea how much money DGIA is taking in, and how much is going out.
Simple economics.
Regards
I am alleging that that simply
is not possible (invisible shorts). What do they deliver on settlement date?
Either they deliver the long share, do a locate and deliver a borrowed share (a short sale), or fail to deliver.
How can their short sale be unreported?
Regards
So, you allege not only Naked
but Invisible Short positions too?
Don't think today's deadline can assuage your fear there. Today's deadline only relates to grandfathered FTDs on the SHO list, right?
Has DGIA/SKCI ever made it to the SHO list? No, not to my knowledge.
Of course, the thought of some huge, Invisible short position is pretty scary stuff.
Perfect for Halloween! Muhah Ha Ha Haaaa!
Boo!
Regards
:?
Short interest for DGIA/SKCI:
Oct 9, 2007 7,275 100.00 470,536 1.00 No No
Sep 27, 2007 0 -100.00 426,565 1.00 No No
Aug 27, 2007 46 0.00 73,125 1.00 No No
Jul 25, 2007 46 -97.51 15,603 1.00 No No
May 24, 2007 732 -86.81 370,779 1.00 No No
Apr 24, 2007 5,550 100.00 191,172 1.00 No No
Next Week?
Next week they'll finally get around to reducing the A/S to 500M (from 100M originally ;)?
Next week they'll finally post some financials on pinksheets.com?
Next week they'll explain how the float was never 10.5M, it was always 19.5M, despite what the original stock promoters said?
Next week they'll explain by what process they issued 37M shares to keep control, and who holds those shares now, and how many of them will make it to the float?
Next week they'll fix the A/S, O/S, float numbers so that they add up?
Next week, they'll tell DT Belle where she can attend a seminar?
Gonna be an interesting week, then!
Regards
Misleading claim, Lucy
Starting to do business? Their website dates from 2003. They were already doing business with those retailers back when CHDT bought them:
Capstone sells book lights and related products to big-box retailers such as Wal-Mart, Target, Kmart, Costco, Rite Aid and Dillard's, as well as major book chains. Products include the Timely Reader, a juvenile book light with an automatic turn-off that won the National Parenting Center's seal of approval in 2002.
http://southflorida.bizjournals.com/southflorida/stories/2006/09/25/story15.html?jst=s_cn_hl
Regards
I'd suggest contacting the T/A for the current
share structure. No, the numbers don't appear to add up right.
Of course, I tried that some months ago, and the T/A was gagged.
Might still be, or not.
Regards
Sunbiz biz
The authorized limit paperwork has been prepared and was sent this week to sunbiz it should be posted within the next 7 days, based on how busy sunbiz is.
That was posted on Sept. 27.
The original PR that said the A/S would be reduced came out on Sept. 12. It is now 4 weeks later, and I just checked sunbiz.
Still no amendment to reduce the A/S.
The June 11th amendment to increase the A/S (date on document) was stamped filed by sunbiz on June 13th. Two days.
Joe Emas is the registered agent. Anyone want to call him and see what's up?
Regards
I didn't know they celebrated
Columbus Day in Canada...
I wonder if the auditors took a long weekend too. Oh, well, plenty of time for that later.
Regards
And I will apologize to you to, Wayne
I was wrong. Just got a quick edjamacation.
Regards
Yep, you're right
I was wrong. Just did some reading up.
Thanks for the correction!
Regards
De-register, not de-list
You might want to check into other companies that filed the same Form 15.
Termination of Registration is a rather final move, at least for holders of those shares.
Regards
I've posted the relevant SEC rule
He is filing to de-register the common shares.
Rule 12g-4. Google it up.
Regards
No, no, no
He didn't file the Form 15 to get out of filing. He filed to de-register the common shares. To wipe them out.
Form 15 has dual use.
He is using it under Rule 12g-4: Certifications of Termination of Registration Under Section 12(g)
I think he put the X in the wrong box though. He wanted (a)(2), not (a)(1).
In any event, I think he wants the common gone before he makes his next move.
Regards
I believe Mr. Mower
has filed to de-register/cancel/wipe-out the common shares.
Rule 12g-4
Regards
SEC Rule 12g-4
http://www.law.uc.edu/CCL/34ActRls/rule12g-4.html
Rule 12g-4 -- Certifications of Termination of Registration Under Section 12(g)
a. Termination of registration of a class of securities under section 12(g) of the Act shall take effect 90 days, or such shorter period as the Commission may determine, after the issuer certifies to the Commission on Form 15 (17 CFR 249.323) that the class of securities is held of record by:
1. Less than 300 persons; or
2. Less than 500 persons, where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's most recent three fiscal years.
b. The issuer's duty to file any reports required under section 13(a) shall be suspended immediately upon filing a certification on Form 15; Provided, however, That if the certification on Form 15 is subsequently withdrawn or denied, the issuer shall, within 60 days after the date of such withdrawal or denial, file with the Commission all reports which would have been required had the certification on Form 15 not been filed. If the suspension resulted from the issuer's merger into, or consolidation with, another issuer or issuers, the certification shall be filed by the successor issuer.
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I think he wanted (a)(2)