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Wouldn't be surprised if he asked for CMKX stock instead.
Who is Kevin West ?
Someone dumb enough to take the job w/o D&O liability insurance?
That doc says the company agrees to file a registration statement as soon as practical but not later than one year following the execution date of their agreement. The other doc though outlines conditions for the investment and specifically says the company has no right to draw down on the credit, and the financier has no obligation to purchase stock unless the registration statement has been declared effective and remains effective so they can resell.
Sorry, their agreement here is for free-trading stock not restricted. Yes, many pennies use Reg D in financing deals, but these guys aren't.
Toxic means as the stock's price falls, the purchaser is given more shares. If the financier buys at say .02/sh, he'll receive 250 million shares for $5M. If he buys at .0002/sh, he'll receive 25 billion. The company plans to draw on this credit in increments over a three-year period. Should the price keep falling the amount of shares issued will keep rising. I'm saying the potential exists for this to become toxic not that it definitely will occur.
I've never run across eFund before. That's why I suggested someone check to see what happened in the other companies' stocks. You'll be eating these words and won't be laughing during the dumping if they happen to fall in the first category. If they're in the second, you may see them create some pretty good short-term trading opportunities here.
Resumes of very shady folks can look pretty legit on the surface too.
It's right in the 8K filing.
(f) Conditions to Purchaser’s Obligation to Purchase Shares Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Purchaser shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(h)) unless each of the following conditions are satisfied:
(i) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;
A form D is not a registration statement. Since the agreement does not set a secific purchase price, this does have potential to be toxic.
Sure. Click on this link here: http://10kwizard.com/ . In the text area labeled "Word Search" enter only one of these three terms: eFund Capital Partners, eFund Small Cap, or Barrett Evans. Check the box labeled "All Dates" then hit "Search."
This should bring up SEC filings containing the term you just entered. You won't be able to access any of the filings w/o a paid account. For this, all you need are company names and approximate timeframe when eFund showed up in their life. Then, pull up a chart for each company and see what it looks like from approximately when they arrived to now.
Some finianciers pound prices into the ground, some manipulate the price upwards when they want to sell to help attract buyers, and others dribble out stock slowly. By checking the other companies' charts, you can get a pretty good feel for what to expect here.
Sure, this can be potentially toxic because there's no set purchase price and no minimum holding period. According to the 8K, the financier is not obligated to purchase any stock unless there's a registration statement in effect on each closing date. In other words, they want the freedom to begin selling right away into the market.
To get a feel for the future, recommend checking out what happened to the stock of other small companies financed by Barrett Evans and Efund.
Well, obviously you didn't understand what you read then. The prospectus date is not even relevant to this particular issue.
FUGO adopted a fiscal year ending 31 May. So, the 10K currently due will cover the fiscal year (1 June 2005 to 31 May 2006) to include 4th quarter (1 March 2006 to 31 May 2006). "The corresponding period for the last fiscal year" in this case means the fiscal year (1 June 2004 to 31 May 2005) to include 4th quarter (1 March 2005 to 31 May 2005).
Since the company was incorporated on 30 Dec 2004, there are no financials for 1st and 2nd quarter for last fiscal year. The 3rd and 4th quarter though are shown as roll-up numbers in the SB-2 on the balance sheet, financial statements, and in different written sections. The SB-2 also contains an auditor's report saying Braverman International supposedly audited financials thru 31 May 2005.
Unless Hugo breaks from the norm, this 10K should cover FY06.
As you know, the company recently went public via an SB-2. So, there were no Q's and K's before this. Last year's financials and the auditor's report are in the SB-2. Didn't you read it?
http://sec.gov/Archives/edgar/data/1336277/000119983506000417/fuego_sb2-11thamended.txt
Hugo already told everyone last month in the NT-10K not to expect significant changes by responding "no" to this particular question:
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Understandable. I hope Knabb and Durland get their just due sooner or later.
Looks that way. lol /eom/
Man (CEO of pinkie MNEI) Accused of Fraud Blames Karl Rove
Sep 12 12:43 PM US/Eastern
By LARRY NEUMEISTER
Associated Press Writer
NEW YORK
Attorneys for a man accused of fraud say he was charged at the behest of presidential adviser Karl Rove in retaliation for a flood of spam e-mails sent to a campaign Web site. A federal prosecutor says the claim is "absurd."
Assistant U.S. Attorney David M. Siegal urged U.S. District Judge Laura Taylor Swain on Monday to reject arguments that Rove caused the criminal investigation that led to charges against Robert McAllister.
Siegal said lawyers for McAllister made the "patently absurd argument that the U.S. attorney's office in the Southern District is a shill for Karl Rove and has arrested and indicted their client in some sort of vindictive retaliation."
McAllister's lawyer Gerald L. Shargel said Monday he plans to try to call Rove as a witness, if the court allows it.
McAllister, of Jupiter, Fla., is accused of conspiracy to commit wire fraud while he was chief executive officer and president of Millennium National Events Inc., an events promotion company. He was arrested in August 2005.
The government says McAllister and Millennium tried to inflate the price of the company's stock by "spreading false and misleading information" about the company via unsolicited e-mails, or spam, to potential investors. McAllister could face up to five years in prison if convicted.
Shargel said McAllister's efforts to grow his company were "thwarted by the wrongful conduct of stock promoters," one of whom sent e-mails to a presidential Web site, georgewbush.com. That Web address currently connects automatically to the Republican National Committee, http://www.gop.com .
"Mr. Rove used his power and influence at the White House to seek quick punishment of Millennium, and therefore also Robert McAllister, for daring to spam the president's personal Web site," Shargel said.
The Daily News reported Sunday that e-mails, phone records and transcripts of phone conversations indicate Rove contacted McAllister and at least three stock promoters. The newspaper reported that White House spokeswoman Dana Perino said Rove "vaguely remembered" the e- mail onslaught but could not recall whether he or any other White House worker contacted the Department of Justice.
Ref: http://www.breitbart.com/news/2006/09/12/D8K3E7CO0.html
I haven't followed that one. Their multiple reverse splits appeared on the daily list. Have they distributed any spin-off dividends? It's not very clear skimming thru old PRs.
In Mar 2005, the company announced a divy in Mulberry Street Inc which was supposedly going public within 60 days. On 12 May 2005, they reported filing a 15c-211 the previous month for Mulberry. A year later though in April 2006, they release another PR announcing they will file within 30 days w/ Nasdaq. In May and June 2006, they announce setting aside restricted shares in two subsidaries targeted for spin-off. Pinksheets has been making 15c-211's available on their site. I don't see any for Mulberry Street, Palm Beach Classic Cigar, or Wind International.
Have they actually distributed any spin-off divies or just made announcements?
Did Ameritrade give you a reason why they're doing this?
What I post is apparently viewed as BS to you. I see yours as coming from an emotional wreck who refuses to learn. So, it's a waste of time to continue.
Get a clue. Jumping into stocks like GVRP makes you a gambler not an investor. The real problem was caused by guys like you. GVRP wouldn't have traded had it not been for greedy gamblers piling into it.
Securities laws (you know the ones passed by Congress and signed by the President) take precedence over NASD rules. It's against the law to sell non-real stock to someone else. The SEC has no power to change this on its own.
The SEC suspended an NASD rule not a security law of the US. Like it or not, they have authority to do this.
There was no way for the market to work this one out. Eleven legit shares existed, and only one was free-trading. Those selling purchased stock were breaking securities laws too because none of it was real except for one share. When faced w/ a complete mess, the feds decided to suspend and take the issue off-market. They have no authority to allow you or anyone else to sell non-real stock in the market. So, it wasn't an option.
Please drop the silly act about the SEC didn't protect investors there. It's not their job to protect gamblers. You knew the majority of stock being sold was not real and took the huge gamble anyway. It's about time you took some responsibility for your own decision.
That's an NASD rule change though not an SEC one.
I understand your bitterness. You really need to start accepting that gutter stocks (like GVRP) are not given the same level of attention and oversight as exchange-listed ones. On most things, OTC stocks fall under state law where the SEC has no authority.
Where they have authority, the SEC's power is pretty limited. Unless the other party willingly settles, the commission has to find an applicable federal regulation, collect evidence, and drag them before a judge. Usually, they file a subset of charges which they feel are winnable. The feds will not take action to purposely manipulate a stock (as you have wanted on GVRP) to enrich pennystock gamblers.
The reason it wasn't enforced before is because it's a recent rule change. NASD submitted the proposal last year. It takes awhile to go through the review and comment phase. The SEC approved this amendment in June 2006.
Delinquent filers seem to be a pet peeve of NASD. So, this particular rule provision has potential of being actively enforced.
In your example here, folks with settled buy orders on the 14th will receive the divy. Those who purchase stock on that day will not. Assuming the company doesn't change dates (which they do sometimes), you can sell on the 15th and still receive the divy. IF your broker strictly abides by the three-day settlement, you can even sell as early as the 12th.
Outside shareholders were owed free trading stock not restricted. Are you associated in anyway w/ the current or past company?
Neither. What's important is the ex-dividend date which is the first day a stock trades without the dividend attached. This is set by NASD. Your order must settle by close of business the day before. Three-day settlement rule applies.
Looks like BKMP's divy hasn't shown up on the daily list yet: http://www.otcbb.com/OtherDailyList/ So, it's definitely not 1 Sep. According to their PR, the record date is 15 Sep. To determine the lastest you can buy, we need to know the ex-div date. That one won't be set (and then appear on the daily) until shortly after the company formally notifies NASD.
No, that's incorrect. Filipinos call them carabao not caribou. The two words have similar pronounciation but are spelled differently.
English and Filipino (fka Tagalog) are official languages. The country also has a number of local dialects. The word "carabao" comes from one of the prevalent dialects that is similar to Filipino.
Google to offer news archive going back 300 years
http://www.breitbart.com/news/2006/09/06/060906093409.bwysxtp7.html
http://news.google.com/archivesearch
Nice job catching the bounce. We'll see if it holds.
Barrons article.
Slow Hand, Fast Hand
By LESLIE P. NORTON
JASPER "JAY" KNABB IS A GUITAR AFICIONADO, cherished friend of Eric Clapton and lover of the limelight who in recent weeks has thrown the first pitch at an Oakland A's game and opened a trading session for Nasdaq. Knabb, who claims partial credit for developing the 802.11 Wi-Fi wireless standard, runs Fremont, Calif.-based Pegasus Wireless. This month, following a Clapton concert at Madison Square Garden, Pegasus promises to unveil a "cutting-edge technology" for streaming video. In a statement, Clapton, who'll do a meet-and-greet for the company, says: "I feel very strongly about Pegasus' abilities and vision for the future of wireless." At the current valuation of the stock (ticker: PGWC), it takes a lot of faith to be bullish on Pegasus, which makes wireless routers that let your computer beam high-quality audio and video to your TV through the air. In April, Pegasus moved from the OTC bulletin board to Nasdaq. In the second quarter, it earned $247,863, or about a penny a share, on $25.4 million in revenue. Annualize the numbers, and at its Friday close, it was fetching over 60 times earnings, though a more sedate two times sales. As recently as May, Pegasus traded at nearly $19.
Last week, the stock collapsed by 54%, to $2.38, on seemingly no news, though a rebalancing of the Russell 2000 contributed to the selling. Pegasus may have trouble rebounding, even though Knabb recently said his goal is to hit $500 million in annual sales, via another "one or two key acquisitions."
If Clapton is the Slow Hand -- his nickname, and the title of one of his albums -- Knabb is the fast one. The pace of the router business pales beside that of his deal-making: Knabb has been in businesses ranging from software to water treatment. In the past two years, Pegasus has acquired five companies and reverse-merged with two others, ditching its former name of OTC Wireless. Investors in the merged companies received shares. Among them: Alex Tsao, OTC Wireless' ex-chief, and Jerry Shih, Tsao's brother-in-law.
Funny thing, though. Those who receive restricted Pegasus shares couldn't sell them once the restrictions were supposedly lifted. One was Steve Viegas, who acquired 30,000 Pegasus shares during one of these mergers. In a suit filed last month in Santa Clara, Calif., he details what he says were bizarre attempts by the company to block a sale. A lawyer for Viegas, who is seeking at least $600,000 in damages, declined to comment.
We caught up with Knabb as he prepared to set foot on a plane. His response? "The judge sees it our way and is allowing us to depose the group and is allowing us discovery on other related issues."
It isn't the first time that a company associated with Knabb has been sued by a former shareholder for similar reasons. Just ask Babak Dowlatshahi, who in 2000 agreed to sell a Fayetteville, N.C., computer wholesaler to a Knabb-controlled company called BeachAccess, which had merged into a publicly traded company called Biofiltration Systems. As part of the deal, Dowlatshahi received shares. When he tried to sell them, he couldn't. In 2001, he filed suit in North Carolina, seeking relief. The suit was eventually settled. Knabb's response: "Jay Knabb was dismissed out of that lawsuit."
Last week's abrupt decline in Pegasus stock quickly followed a spike in them that squeezed short-sellers, after Pegasus issued a dividend in the form of stock warrants. The catch: Only registered shares could receive the shares. Those held in "street name" by a brokerage, as most are, couldn't. Wrote a scribe at the Motley Fool Website: "I must credit the management team for this brilliant and inventive ploy to boost the stock."
SEC filings by Pegasus show that Knabb has purchased about $18 million of Pegasus stock this year, even though he doesn't draw a salary from Pegasus, values of houses in the South Carolina area he lists as his home typically are lower than $350,000 and he's had some history of financial difficulty.
In 1990, his first company, Software Exchange, filed for bankruptcy in North Carolina. Later, Knabb's boat was repossessed after John Weible, a self-described Myrtle Beach, S.C., mortgage lender, sued him in U.S. District Court of South Carolina for nonrepayment of a loan. Says Weible: "This is the Teflon Kid!" Weible has his own problems: He is listed on South Carolina's registry of known sex offenders.
During this period, Knabb was arrested for possible insurance fraud, according to police in North Myrtle Beach, though the case eventually was dropped.
Says Knabb: "I'm not making a comment on anything related to me personally," though he adds that his putative financial difficulties were related to a dispute with his former business partners at Biofiltration Systems, including Weible. Moreover, he says, "I have never filed for bankruptcy. They did whatever they did and I got named in it."
At Pegasus, Chairman Alex Tsao, the former CEO of OTC Wireless, and Jerry Shih, a board member, recently resigned. The resignations were buried in a filing describing Pegasus' acquisition of a company that sells controllers. Says Knabb: "This is actually the formal way to do it." Moreover, a company called OTC Wireless is about to trade on the pink sheets, he confirms, though "under Reg FD, I'm unable to discuss that." Neither Tsao nor Shih would discuss the matter.
As for Eric Clapton's link to his company, Knabb says the famous songwriter and musician has owned Pegasus shares for "more than a year" and that Clapton's manager, Michael Eaton, sits on Pegasus' board. Clapton's publicist wouldn't comment.
The Bottom Line:
Unless Pegasus unveils a truly groundbreaking technology, its battered shares appear to have little chance of recovering.In the past, shares of two Knabb companies -- BIFS Technologies, formerly Biofiltration Systems, and Wireless Frontier -- ballooned, then collapsed. Asked about last week's decline in Pegasus, Knabb shakes his head. "It's really a shame the true story of the stock is not being told," he says. "This is a real company with real technology, and real people. We will show the world the new video-streaming. I'm not looking to the Street for money. This is only hurting shareholders. We're growing at 40% organic growth a year. Why is it the business is doing $100 million with net profits and no [cash] burn?"
After his brush with Knabb, Babak Dowlatshahi borrowed money to start a new firm, Creative Computers, in Fayetteville. Last month, he made his final payment to the bank. "I bounced back," he says.
http://www.thelion.com/bin/forum.cgi?msg=985876&tf=wall_street_pit&cmd=read
Pegasus Wireless shares unlikely to recover-Barron's
Sun Sep 3, 2006 12:25pm ET138
NEW YORK, Sept 3 (Reuters) - Shares of Pegasus Wireless Corp. (PGWC.O: Quote, Profile, Research) are unlikely to recover from their recent decline unless the company introduces new technology, Barron's reported in its Sept. 4th edition.
Pegasus, which makes wireless routers for streaming audio and video, has acquired five companies, and reverse-merged with two others, over the past two years.
Investors, who acquired restricted Pegasus shares in the deals, have been unable to sell them once the restrictions were lifted, and one has sued the company, the business news weekly reported.
The company's chairman and a board member recently resigned, Barron's said. Pegasus shares closed Friday at $2.38, compared to their May high of about $19 per share.
http://today.reuters.com/news/articleinvesting.aspx?type=mergersNews&storyID=2006-09-03T162604Z_...
Simple supply and demand. Price drops when supply (selling) exceeds demand (buying).
When a company pulls OTC-type antics on an exchange, it usually attracts shorters as well as regulators' attention. Articles written by third-party sources explain quite well why this stock is so attractive to shorters. It's also possible someone inside or close to the company might be dumping.
Nope, but you sure are. When someone holding long trades on insider info, he wants the price to rise. It rose quite sharply the day before the Santos' announcement. In a normal company, BoD members do not leave as frequently as you naively claim. Four days have passed and you still can't understand his departure was bad news? LOL
Unless these TV stations are run by slugs, they would be fools to illegally manipulate the price during negotiations. If you really believe this, by all means report them to the SEC.
How about illegal insider trading ahead of the 8K which announced Santos' resignation? We've already seen Squeegee and a couple others posting non-public info here.
Easy way to tell is by the ticker. For OTC/OTCBB listed stocks, the ticker ALWAYS changes whenever they do a r/s. This practice was implemented a few years ago.
The SB-2 (and amendments) covered 9 months of the year. So, the 10K's numbers should be fairly similar (ie crappy) unless Hugo issued a lot of stock or can't produce documentation to satisfy the auditor (then they'll be even worse).
BTW, FUGO's registration is in default. If Hugo doesn't file the annual report w/ Nevada by year end, the SoS will revoke it.
https://esos.state.nv.us/SoSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=keAbqFmVdg3myhiwgzE3Vw%253d%253d
Anyone know when was last shareholders meeting?