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The issues discussed with the DTC:
From Page 7---
"In March 2011, the Company, through outside counsel, had a conversation with the DTC during which a number of items were discussed, though no reasons were given for the DTC’s “chill” of the Company’s stock. The issues discussed included but were not limited to: whether an investor in the Company was a registered broker dealer under the Securities and Exchange Act of 1934, and if not, whether it needed to be; the details regarding the “free up” from restriction of shares issued to an investor; and whether an investor could be construed to be a “Control Person” under the 33 Act. The Company does not believe the DTC considered the Company to be in violation under any of the foregoing circumstances at the time of the conversation, only that the DTC wanted to discuss the issues with the Company. In response to and as a follow up to the discussion, the Company provided a letter, along with accompanying materials in April 2011 in an effort to alleviate any of the DTC’s potential concerns, though again, no reasons for the “chill” were actually cited by the DTC during the discussion.
Within the past 45 days, the Company has had additional discussions with the DTC and its outside counsel regarding the “chill.” The DTC requested that some additional information be added to an opinion that was submitted by the Company to the DTC in June 2011. The additional information included: an itemization of the dates share issuances were made by the Company to holders during a timeframe from January 2009 through September 2010; a statement that no “additional consideration” was paid at the time of conversion under any warrants or convertible notes during this timeframe; a statement that the share issuances at issue were made by the Company to the holders, and not to the holders from a third party; and information indicating that none of the holders has owned more than 9.99% of the Company’s outstanding stock at any given time. The Company does not believe the DTC was under the impression the Company was in violation under any of these scenarios, but merely that the DTC wanted this information stated in the aforementioned opinion. The Company had previously given much of this information to the DTC in some format or another. The Company submitted this information, in and/or along with an opinion of outside counsel provided by the Company to the DTC on August 16, 2011, and then again on September 2, 2011, along with a modification of that opinion, as further requested by the DTC."
http://www.sec.gov/Archives/edgar/data/1289496/000135448811003509/cbai_s1a.htm
An indefinite chill would not surprise me.
"The total number of shares to which the “chill” applies is 8,096,386, as of July 1, 2011, which said number was calculated based on the number of shares of the Company’s common stock issued since the “chill” went into effect on December 14, 2011, and reflects numbers after the Company’s common stock underwent a reverse split in April 2011 (post-split numbers). Of these 8,096,386 shares, 2,911,449 shares are shares for which the above-referenced registration statement was declared effective by the SEC on March 11, 2010. Under that registration statement, the Company may issue up to 24,058 additional shares, which said shares would all be subject to the “chill,” as long as the “chill” remains in effect. The “chill” also applies to the resale of all 20,652,270 shares covered by this S-1/A registration statement filed July 18, 2011."
http://www.sec.gov/Archives/edgar/data/1289496/000135448811002210/cbai_s1a.htm
Lots of lies in the above, just look at how they got the dates of the years and months mixed up.
I think Matt got into this sector to make a living for himself and his wife IMHO. Look at it this way, who has mostly benefited from CBAI as a business? The Shareholders? The clients? Matt or his wife? The lenders? The acquired companies?
Truthfully answer those questions and you will see who has mostly benefited from CBAI being in business.
Those are facts and very little if anything has changed.
I think CBAI is headed to .00's again.
The same management team, financing strategy, dilution, acquisition strategy, that caused CBAI to drop to the .00's before the reverse split will more than likely yield the same results right now.
So the chill wasn't Matt's fault?
What acquisitions made CBAI cash flow positive?
Answer: NONE
CBAI trading in the 3's and you're still talking about Mercedes?
What monetary accomplishments did CBAI achieve in Parts 1&2?
Why was the chill dialoge left out of the original 5/23/11 and 8/11/11 filings in the first place (let alone the grammatical/spelling errors)? Why were they trying to hide it?
Form 10Q/A filed on 9/06/2011 Page 25:
"Our failure to obtain adequate additional financing would require us to delay, curtail or scale back some or all of our operations would hinder our ability to implement our business plans and could jeopardize our ability to continue our business."
So without BORROWING, a bankruptcy filing would be imminent right?
REVENUES? Borrowing money is the only way they're keeping the doors open right now right?
I think it will go BELOW a penny.
Isn't today's licensing PR really just old news?
Compare the 7/18/2008 and 9/12/2011 8-K Employment Agreements.
There is basically no difference in one from the other except for the Company Car allowance.
Did you guys think the 9/12/2011 8-K was supposed to signal a buyout? The 2008 three year contract expired in 2011 and got renewed so what's the big deal?
http://www.sec.gov/Archives/edgar/data/1289496/000135448808001267/ex992.htm
http://www.sec.gov/Archives/edgar/data/1289496/000135448811003341/cbai_ex992.htm
Buyout of a chilled stock with a $46M Net Loss?
Are you serious?
Knopick gave sketchy and conflicting answers in regards to his own E&E Communications business IMO.
Talking to him is no better if not worse than talking to that STAY TUNED!!!! guy.
The SEC asked "in October 2006, you pledged 5,000,000 shares"
(The Lawsuit involving Welsome, Cord Blood, and others was dated 8/2/2006 right?)
"Statement of Stockholders’ Deficit, page 23
1. It appears that in October 2006, you pledged 5,000,000 shares of common stock as security for the $250,000 promissory note payable issued to Bergen. Please provide a detailed discussion of how you accounted for these shares as treasury stock and cite the specific authoritative literature utilized to support your accounting treatment."
http://www.sec.gov/Archives/edgar/data/1289496/000000000008031565/filename1.pdf
Interesting reading Items 1-17.
Case Title: SCHISSLER VS WELSOME
Case Number: GIC870141 Case Location: San Diego
Case Type: Civil Date Filed: 08/02/2006
Category: CU-FRD Fraud
Plaintiff/Petitioner
Last Name or Business Name First Name Primary (P)
SCHISSLER STEPHANIE P
FLINN SANDRA
Defendant/Respondent
Last Name or Business Name First Name Primary (P)
WELSOME WILLIAM P
B & B ENTERPRISE HOLDINGS INC
BURNHAM SCOTT
CORD BLOOD
CORD BLOOD
CORD BLOOD
MARVILLE VIC
RENA VENTURES INC
S & W CONSULTING CORPORATION
S&W CONSULTING CORPORATION
SATELLITE ENTERPRISE CORPORATION
SATELLITE ENTERPRISE CORPORATION
-----------------------------------------------------
"No formal written reasons have been given to the Company by the DTC regarding their reasons for the “chill,”"
http://www.sec.gov/Archives/edgar/data/1289496/000135448811002210/cbai_s1a.htm
But did Matt get the reason for the chill via a telephone conversation with a DTCC Compliance Officer?
Maybe that's why CBAI's lawyer Stephen D. Morgan got admitted to the Nevada Bar on 5/12/2011 and became CBAI's new(?) lawyer:
From Nevada state bar site:
Name
Stephen D. Morgan
Status
Attorney Active
Company
Cord Blood America, Inc.
Address
1857 Helm Drive
Las Vegas, NV 89119
Phone Number
(702) 914-7250
Fax Number
(702) 914-7251
EMail
smorgan@cordblood-america.com
Website
www.cordblood-america.com
Admit Date
5/12/2011 0:00
You mean Opinion Letters? Now we're getting somewhere! A Opinion Letter violation is definitely cause for a chill to be imposed.
WHAT IF it turns out CBAI has a 'mole' in it's inner circle of confidants and could prove Matt and yourself knew the reason for the DTC chill and when CBAI was notified of the reason.
Would you continue to deny not knowing the reason for the chill?
Have you spoken to 'Aaron' at the DTC and asked him if he did or did not say CBAI has been informed of the reason for the chill?
"call the DTCC 1-888-382-2721, press #5 & again press #5....they do not speak to the public, but a guy named Aaron told me the company was told and to ask them WHY??? Total BS on the part of Matt, he knows why."
Provide the links to those DTC statements.
So that 'Aaron' guy at the DTC is just a liar in saying the company (CBAI) knows the reason for the chill right?
It is possible that the share price of this stock can plummet to sub penny if this chill continues to remain is in effect? A direct Yes or NO will suffice.
Apparently CBAI knows the reason for the chill:
"call the DTCC 1-888-382-2721, press #5 & again press #5....they do not speak to the public, but a guy named Aaron told me the company was told and to ask them WHY??? Total BS on the part of Matt, he knows why.
GL Longs"
http://messages.finance.yahoo.com/Business_%26_Finance/Investments/Stocks_%28A_to_Z%29/Stocks_C/threadview?bn=47469&tid=142682&mid=142694
Do you have any proof or is this just speculation or your personal opinion? If you have proof then please post the links.
Didn't CBAI damage itself? If not for CBAI committing an infraction of some sort there would be no DTC chill right?
Well said mofnc. Thank you.
Other than a CMEX 8K filing has there been any other evidence of consumating the deal such as making a cash deposit, share exchange, or down payment?
Seems CCEL is willing to continue litigation against CBAI new management change or not.
I think if the truth comes out about the chill this stock could be trading sub penny in the blink of an eye. It seems a very serious infraction has been committed here.
i.e. Brokers allowing sells only, Matt scared to step up to the microphone, IR guy posting on this board like never before and talking in circles, just to name a few.
Will the chill turn into a freeze?
Things seem to be heading in that direction.
Ummmm Nope, the Florida State Notary division will confirm they are both the same person.
ID# 1251035 and ID# EE 35856
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