Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Some Class B Preferred assumptions based on what GTEL set up with Caterham...
Caterham received 1000 shares of Preferred for $15,000,000
1000 shares is equal to 1% of Outstanding shares
as of June 28th, record date for shareholder meeting, there were 773,261,419 shares issued and outstanding...so, for the sake of easy figuring let's use 800MM..
1000 shares would tranlate into 8MM common shares(1% of 800MM)
each preferred share then equals 8000 common
$15,000,000 divided by 8MM common shares equals $1.875 for each common or $15,000 per preferred share.
Holders of Class B Preferred must wait one year before converting...
What does the info above say to me? Well, based on my figures, if they are right, would say that Caterham would expect a share price of $1.875 or more after one year when they are allowed to convert some shares...
the preferred status also guarantees them $10/share if "liquidation" would occur..(see definition of liquidation
in filing)
we can also assume if other investors/funding groups get the same shake as Caterham, the remaining 34K shares of class B preferred would equal approx. $510MM....($15MMx34K shares)
Summary...these investors are not involved to lose money. One year from now they expect to see a minimum of 1.875/share trading price for the common...this is how I see the numbers working out, if anyone sees an error please advise...if these numbers are correct and no restructure of shares occur, it provides an excellent incentive for us shareholders...all in my opinion....rock
This question will be forwarded to Mailman..
The 8-K filed yesterday states no preferred stock of Class B, C or D has been issued....yet in the 1st qtr filing it shows 1,00 shares of class B Preferred was given to Caterham for 15MM in funding on April 27th....I am guessing the agreement with Caterham was written to supply the preferred after 8-k was filed...rock
On April 27, 2004, the Company agreed to sell 1,000 shares of Series B Preferred Stock of GlobeTel Communications Corp. ("GTEL") to Caterham Financial Management, Ltd., a Malaysian company ("Caterham"), for a total of $15 million investment. The Company intends to use $5 million of this investment for working capital and $10 million to purchase two Stored Value Card Data switches.
With respect to the $5 million in working capital, Caterham has agreed to advance $1 million to GTEL on May 7, July 1, September 1, November 1 and December 31. The Agreement provides that Caterham has a 10 day grace period, in which to make any scheduled payments. With respect to the Master Card Data switches, Caterham has agreed to advance an aggregate of $5 million to GTEL to purchase a Stored Value Card Data Switch, which will be located in Miami, Florida and subsequently a second switch will be installed in the Company's Hong Kong operations.
Except for voting rights and conversion rights, each share of Series B Preferred Stock shall have rights that are identical to shares of the Company's common stock. The Series B Preferred Stock issued to Caterham and its nominees will have voting rights equal to 50% plus one share of the Company's authorized shares of common stock for a period of three years beginning on the first closing date an ending three years thereafter, provided that Caterham and/or its nominee have not converted more than 15% of its/their Series B Preferred Stock into the Company's common stock during this time period.
Beginning on the first anniversary after the first closing date and expiring two years thereafter, Caterham and its nominees may convert (in whole or in part) its Series B Preferred Stock into GlobeTel common stock. The 1,000 shares of Series B Preferred Stock, as a class, issued to Caterham and its nominees shall be convertible into that number of shares of the Company's common stock equal to 35% of GlobeTel then issued and outstanding shares (the "Aggregate Conversion Shares") as determined on the date in which Caterham, or one of its nominees, first converts its Series B Preferred Stock into the Company's common stock (the "First Conversion Date"). Each holder of the Series B Preferred Stock will receive shares of GlobeTel aggregate conversion shares based on his pro-rata ownership of the Series B Preferred Stock. Three years after the first closing date, all of the shares of GlobeTel's Series B Preferred Stock which have not converted into GTEL common stock will be automatically converted into shares of GlobeTel's common stock.
Sanswire Australia..
Company Overview:
Sanswire will provide managed wholesale broadband data transport to Internet Service Providers (ISPs) and carriers in addition to providing a Stratellite in the sky for the exclusive deployment of wireless technologies for individual carriers and organisations. Internet access, data hosting and an intelligent range of private networking services including VPNs, network monitoring and service contracts to commercial & residential accounts may also be made available.
http://www.vicit.com.au/company.cfm?startrow=0&companyid=4588&nosearch=1&menuid=2
Michael Terry,
Mr. Terry has been investing in GTEL for a while. He is now Chairman of Sanswire Australia Limited and managing director of of a private company relating to telecommunications called AdvaTel....
Michael Terry
Managing Director
AdvaTel Directors
After studies in accounting and marketing, Michael Terry entered the PABX industry in 1968 with the company Standard Telephone & Cables (STC). During his eleven years at STC Michael held positions in both marketing and management before being asked to join NEC as Assistant General Manager for their launch into the PABX business.
In 1981 Michael started his own company, Telecost Pty Ltd, which concentrated on the field of Telephone Call Accounting. In 1987 Michael sold this company to Ascom of Switzerland, however he stayed on for a further two years as the Managing Director. In 1989 Michael formed Advanced Multiplexing, and later Telematic Pty Ltd. These two companies combined in 1997 to form AdvaTel. With over thirty years of experience in the telecommunications industry, Michael is currently the Managing Director of AdvaTel.
From GTEL 10KSB
--------------------------------------------------------------------------------------
07/18/2003 Common Stock 12,844,000 Michael Terry Conversion of
$256,880 of debt
--------------------------------------------------------------------------------------
10/09/2003 Common Stock 4,281,333 Michael Terry Additional shares due
for conversion of
debt
--------------------------------------------------------------------------------------
Total shares of GTEL for Terry....17,125,333
bltra,
Remember also that Michael Terry has been investing dollars into GTEL for over a year...He was paid back in shares and owas one of the 144 filings not long ago....This trio is interesting to say the least...I expect to see their names pop up again with GTEL, jmho...rock
The consortium..
Sanswire Australia Limited
Product or Service:
Key person:
Michael Terry
Keywords: Mobile & Wireless Communications, Data Communications, Managed Network Services,
Position:
Chairman
Phone:
(03) 8695-8695
Fax number:
(03) 9696-3626
Email address:
mterry@advatel.com.au
Record last modified on: 29 Jul 2004
Key person:
John Hardy
Keywords: Mobile & Wireless Communications, Data Communications, Managed Network Services,
Position:
Managing Director
Key contact for:
ALL
Phone:
(03) 8695-8680
Mobile phone:
0419 73 72 71
Fax number:
(03) 9827-7424
Email address:
John.hardy@sanswire.com.au
Record last modified on: 29 Jul 2004
Key person:
Bob Johnson
Keywords: Mobile & Wireless Communications, Managed Network Services,
Position:
Director
Phone:
(03) 8695-8680
Mobile phone:
0412-483-963
Email address:
bob@johnson.net.au
Record last modified on: 29 Jul 2004
http://ragingbull.lycos.com/mboard/boards.cgi?board=GTEL&read=219564
John hardy is one of the three in consortium, he is heading up Sanswire Australia...
Bob Johnson, who previously headed up Telstra's Sensis division, has joined up with Michael Terry (ex Alcatel) and John Hardy (ex Motorola) to license the technology from US company Sanswire, a division of IP applications provider Globetel. Globetel itself only announced plans to acquire Sanswire US in March; that purchase was finalised last week. The trio has committed $US20 million to the venture.
http://www.computerworld.com.au/index.php/id;463142921;fp;16;fpid;0
Don't forget, we already have the Class A preferred as shown on 1st qtr filing...
------------
STOCKHOLDERS' EQUITY
Preferred stock, Series A, $.001 par value,
10,000,000 shares authorized;
150,000 issued and outstanding 2,224,200
This is where the Preferred"A" came from less 10% commission...
"In October 2003, the Company entered into an agreement with Fordham Financial to raise $2,500,000 resulting in issuance of circular offering dated October 17, 2003. Fordham Financial agreed to receive 10% commission for the raising of the funds. Fordham Financial had subscriptions of $1,092,140 as of December 31, 2003, and had raised the full $2,500,000 as of January 31, 2004."
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001094596%252D04...
For those that haven't been around GTEL for very long, shareholders approved the following in 2002.....management is now exercising their right to fix the terms of the "blank check preferred"...Note on todays filing, no shares of B C D preferred have yet to be issued...One could assume these preferred are being set up prior to announcements of partners/investors being announced...jmo...
GlobeTel is authorized to issue up to 1,500,000,000 shares of Common Stock, par value $0.00001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001. The preferred stock is a so-called "blank check" preferred, meaning that its terms such as dividends, liquidation and other preferences, are to be fixed by our Board of Directors at the time of issuance.
We were previously a wholly-owned subsidiary of American Diversified Group, Inc. (ADGI). At a special meeting of stockholders of ADGI held on July 24, 2002, the stockholders of ADGI approved a plan (the "Plan") for the exchange of all outstanding shares of ADGI for an equal number of shares of GlobeTel.
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001094596%252D04...
Here is a start for us...B C D Preferred are all classified as CONVERTIBLE REDEEMABLE PREFERRED
We have all heard HUFF say he needs "market support professionals around the world," to get off the OTC. Well, in order to get those individuals or groups the preferred STATUS is required. In case of liquidation etc, the Preferred shareholders get paid ahead of us common shareholders....Let it be known that preferred shares are complicated, so bear with me here...:)
Why issue redeemable preferred stock?
-Interest not tax deductible
-Don't show debt on balance sheet or interest expense on income statement
-Redeemable Preferred-is stock that is falls into one of the following categories
-It is subject to Mandatory Redemption, or
-has a Redemption Option not Controlled by the Issuer.
In situations like these the stock more closely resembles debt than equity. FASB #47 requires that these issues be accounted for as stock, with a few exceptions:
-Disclosure must be made of the Redemption Features and any Redemptions Required for the following Five Years.
-It must be stated separately on the Balance Sheet and not included in the section titled Stockholders' Equity.
Still redeemable preferred stock is not treated as a liability, and the periodic payments on it are treated as dividends.
Article on Redeemable Preferred...
http://www.goodwinprocter.com/publications/PEU_FASB149_3_03.pdf
got it, will get it to the right place...thanks...rock
cpmac,
trying to read the whole thing but the phone keeps ringing...lol
I will try and post a comment or two when I can....My initial figures, using 800MM OS, shows the conversion of all preferred would be approx. 440MM common shares. Some can convert in one year, others have to wait 2 years. No dividends paid on any. If more than 15% are converted preferred holders lose voting rights....that is all I grabbed the first time through....will be back when I can digest the rest....rock
cab,
fair enough. I am sure Mailman will provide us with a summary of events at meeting and others may do the same. Thanks for the reply....rock
8K filing..
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 30, 2004
GLOBETEL COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-23532 88-0292161
-------- ------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
9050 Pines Blvd., Suite 110
Pembroke Pines, FL 33024
(Address of principal executive offices) (Zip Code)
(954) 241-0590
(Registrant's telephone number including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On July 30, 2004, Globetel Communications Corp. (GlobeTel) filed with the Delaware Secretary of State, three Certificates of Designation, designating three new series of Preferred Shares, Series B, C and D.
Series B Preferred Shares have been authorized in the amount of 35,000 shares. The shares have the following rights and attributes:
1. Liquidation value: $10.00 per share
2. Conversion Rights: Beginning on the first anniversary of the First Closing Date and for a period of two years thereafter, the Purchaser may convert (in whole or part) its Series B Preferred Stock into GLOBETEL common stock. The Series B Preferred Stock shall be convertible in at least 1,000 share increments. Each increment, at the time of conversion, will represent 1% of the issued and outstanding shares of GlobeTel common stock. On the third anniversary of the First Closing Date, all shares of Series B Preferred Stock owned by the Purchaser will automatically be converted into GlobeTel common stock (to the extent such shares have not been converted into common stock prior to this date).
3. Voting Rights: Provided that at least 85 % of the Series B Preferred Stock remains outstanding, the Holders of the Series B Preferred Stock, voting as a group, will have voting rights equal to 50% plus one share of GlobeTel's authorized shares of common stock for a period of three years from the date of the first issuance of Series B shares.
Series C Preferred Shares have been authorized in the amount of 5,000 shares. The shares have the following rights and attributes:
1. Liquidation value: $10.00 per share
2. Conversion Rights: Convertible after one year from date of issuance into shares of Globetel Common Shares on the basis of 1,000 Series C shares shall equal 2% of the Common shares issued and outstanding at the time of conversion. All shares must be converted by the third anniversary of the date of first issuance of the shares or the shares shall automatically convert.
--------------------------------------------------------------------------------
3. Voting Rights: The shares shall have voting rights equal to the number of common shares into which the preference shares may be converted at the time of any vote.
Series D Preferred Shares have been authorized in the amount of 5,000 shares. The shares have the following rights and attributes:
1. Liquidation Value: $10.00 per share
2. Conversion Rights: : Convertible after two years from date of issuance into shares of Globetel Common Shares on the basis of 1,000 Series C shares shall equal 2% of the Common shares issued and outstanding at the time of conversion. All shares must be converted by the third anniversary of the date of first issuance of the shares or the shares shall automatically convert.
3. Voting Rights: The shares shall have voting rights equal to the number of common shares into which the preference shares may be converted at the time of any vote.
ITEM 7. EXHIBITS
Item No. Description
4.1 Certificate of Designation for Series B Preferred Shares
4.2 Certificate of Designation for Series C Preferred Shares
4.3 Certificate of Designation for Series D Preferred Shares
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GLOBETEL COMMUNICATIONS CORP.
August 3, 2004 By: /s/ Timothy Huff
----------------
Timothy Huff
Chief Executive Officer
--------------------------------------------------------------------------------
GLOBETEL COMMUNICATIONS CORP. CERTIFICATE OF DESIGNATION OF SERIES B
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Pursuant to Section 151(g) (1) of the General Corporation Law of the State of Delaware, GlobeTel Communications Corp.. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, acting by its Chief Financial Officer, DOES HEREBY CERTIFY that:
1. The name of the Corporation is GlobeTel Communications Corp. (hereinafter called the "Corporation").
2. The certificate of incorporation, as amended, of the Corporation authorizes the issuance of 10,000,000 shares of Preferred Stock, $.001 par value. Shares of Preferred Stock may be issued from time to time in one or more classes or series, each having such powers, attributes, rights and preferences, if any, as are stated or expressed in the certificate of incorporation or in the resolutions of the Board of Directors of the Corporation designating such class or series.
3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions setting forth the number, powers, preferences and other rights and qualifications, limitations, restrictions and other characteristics of Series B Convertible Redeemable Preferred Stock,:
RESOLVED, that the Board of Directors hereby fixes and determines the designation of the number of shares and the powers, attributes, rights and preferences relating to the Series B Convertible Redeemable Preferred Stock as follows:
(a) Designation. The series of Preferred Stock created hereby shall be designated the Series B Convertible Redeemable Preferred Stock (the "Series B Preferred Stock").
(b) Authorized Shares. The number of shares of Series B Preferred Stock shall be 35,000 shares.
(c) Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to holders of senior capital stock, if any, the holders of Series B Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of junior capital stock, including Common Stock, an amount equal to $10.00 per share. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes of this Section (c).
--------------------------------------------------------------------------------
(d) Dividends. The Series B Preferred Stock shall not be entitled to receive any dividends.
(e) Conversion Rights. For a period of one year after the First Closing Date, the Series B Preferred Stock shall not be convertible into shares of GlobeTel common stock. Beginning on the first anniversary of the First Closing Date and for a period of two years thereafter, the Purchaser may convert (in whole or part) its Series B Preferred Stock into GLOBETEL common stock. The Series B Preferred Stock shall be convertible in at least 1000 share increments, each increment, at the time of conversion, will represent 1% of the issued and outstanding shares of GLOBETEL common stock. On the third anniversary of the First Closing Date, all shares of Series B Preferred Stock owned by the Purchaser will automatically be converted into GLOBETEL common stock (to the extent such shares have not been converted into common stock prior to this date).
(i) Conversion Procedure. The holder shall effect conversion by surrendering the certificate(s) evidencing the Series B Preferred Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. If the holder is converting less than all of the shares of Series B Preferred Stock represented by the certificate tendered, the Corporation shall promptly deliver to the holder a new certificate evidencing the Series B Preferred Stock not converted. Not later than five (5) trading days after the conversion date, the Corporation will deliver to the holder, a certificate or certificates, which shall be subject to restrictive legends and trading restrictions required by law, evidencing the number of shares of Common Stock being acquired upon the conversion; provided, however, that the Corporation shall not be obligated to issue such certificates until the certificates evidencing the Series B Preferred Stock are delivered to the Corporation.
(ii) Adjustments on Reclassifications, Consolidations and Mergers. In case of reclassification of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Series B Preferred Stock then outstanding shall have the right thereafter to convert such Series B Preferred Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive
--------------------------------------------------------------------------------
such amount of securities or property as the shares of the Common Stock into which such Series B Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give the Holder the right to receive the securities or property set forth in this paragraph (e)(ii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.
(iii) Fractional Shares; Issuance Expenses. Upon a conversion of Series B Preferred Stock, the Corporation shall not be required to issue stock certificates evidencing fractions of shares of Common Stock, but shall issue that number of shares of Common Stock rounded to the nearest whole number.
The issuance of certificates evidencing shares of Common Stock on conversion of Series B Preferred Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.
(f) Voting Rights. Provided that at least 85 % of the Series B Preferred Stock remains outstanding, the Holders of the Series B Preferred Stock, voting as a group, will have voting rights equal to 50% plus one share of GLOBETEL's authorized shares of common stock for a period of three years from the date of the first issuance of Series B shares.
(g) Reservation of Shares of Common Stock. The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series B Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Series B Preferred Stock, such number of shares of Common Stock as shall be issuable upon the conversion of the outstanding Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Series B Preferred Stock, the Corporation will take such corporate action necessary to increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. All shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.
--------------------------------------------------------------------------------
(h) No Reissuance of Series B Preferred Stock. No shares of the Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of capital stock which the Corporation shall be authorized to issue.
RESOLVED, that the statements contained in the foregoing resolutions creating and designating the Series B Preferred Stock and fixing the number, voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics thereof, upon the effective date of such series, be deemed to be included in and be a part of the certificate of incorporation of the Corporation pursuant to the provisions of Section 151(b)(2)(g) of the General Corporation Law of the State of Delaware.
4. No shares of the Series B Convertible Redeemable Preferred Stock have been issued.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on July 30, 2004.
/s/ Thomas Y. Jimenez
-----------------------
Thomas Y. Jimenez
Chief Financial Officer
--------------------------------------------------------------------------------
GLOBETEL COMMUNICATIONS CORP. CERTIFICATE OF DESIGNATION OF
SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK
Pursuant to Section 151(g) (1) of the General Corporation Law of the State of Delaware, GlobeTel Communications Corp.. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, acting by its Chief Financial Officer, DOES HEREBY CERTIFY that:
1. The name of the Corporation is GlobeTel Communications Corp. (hereinafter called the "Corporation").
2. The certificate of incorporation, as amended, of the Corporation authorizes the issuance of 10,000,000 shares of Preferred Stock, $.001 par value. Shares of Preferred Stock may be issued from time to time in one or more classes or series, each having such powers, attributes, rights and preferences, if any, as are stated or expressed in the certificate of incorporation or in the resolutions of the Board of Directors of the Corporation designating such class or series.
3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions setting forth the number, powers, preferences and other rights and qualifications, limitations, restrictions and other characteristics of Series C Convertible Redeemable Preferred Stock,:
RESOLVED, that the Board of Directors hereby fixes and determines the designation of the number of shares and the powers, attributes, rights and preferences relating to the Series C Convertible Redeemable Preferred Stock as follows:
(a) Designation. The series of Preferred Stock created hereby shall be designated the Series C Convertible Redeemable Preferred Stock (the "Series C Preferred Stock").
(b) Authorized Shares. The number of shares of Series C Preferred Stock shall be 5,000 shares.
(c) Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to holders of senior capital stock, if any, the holders of Series C Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of junior capital stock, including Common Stock, an amount equal to $10.00 per share. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes of this Section (c).
--------------------------------------------------------------------------------
(d) Dividends. The Series C Preferred Stock shall not be entitled to receive any dividends.
(e) Conversion Rights. For a period of one year after the First Closing Date, the Series C Preferred Stock shall not be convertible into shares of GlobeTel common stock. Beginning on the first anniversary of the First Closing Date and for a period of two years thereafter, the Purchaser may convert (in whole or part) its Series C Preferred Stock into GLOBETEL common stock. The Series C Preferred Stock shall be convertible in at least 1000 share increments, each increment, at the time of conversion, will represent 2% of the issued and outstanding shares of GLOBETEL common stock. On the third anniversary of the First Closing Date, all shares of Series C Preferred Stock owned by the Purchaser will automatically be converted into GLOBETEL common stock (to the extent such shares have not been converted into common stock prior to this date).
(i) Conversion Procedure. The holder shall effect conversion by surrendering the certificate(s) evidencing the Series C Preferred Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. If the holder is converting less than all of the shares of Series C Preferred Stock represented by the certificate tendered, the Corporation shall promptly deliver to the holder a new certificate evidencing the Series C Preferred Stock not converted. Not later than five (5) trading days after the conversion date, the Corporation will deliver to the holder, a certificate or certificates, which shall be subject to restrictive legends and trading restrictions required by law, evidencing the number of shares of Common Stock being acquired upon the conversion; provided, however, that the Corporation shall not be obligated to issue such certificates until the certificates evidencing the Series C Preferred Stock are delivered to the Corporation.
(ii) Adjustments on Reclassifications, Consolidations and Mergers. In case of reclassification of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Series C Preferred Stock then outstanding shall have the right thereafter to convert such Series C Preferred Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive
--------------------------------------------------------------------------------
such amount of securities or property as the shares of the Common Stock into which such Series C Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give the Holder the right to receive the securities or property set forth in this paragraph (e)(ii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.
(iii) Fractional Shares; Issuance Expenses. Upon a conversion of Series C Preferred Stock, the Corporation shall not be required to issue stock certificates evidencing fractions of shares of Common Stock, but shall issue that number of shares of Common Stock rounded to the nearest whole number.
The issuance of certificates evidencing shares of Common Stock on conversion of Series C Preferred Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.
(f) Voting Rights. Provided that the preferred shares have not been converted, the Holders of the Series C Preferred Stock, voting as a group, will have voting rights equal to the current conversion share amount at the time of the vote of GTEL's authorized shares of common stock for a period of three years from the first closing date.
(g) Reservation of Shares of Common Stock. The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series C Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Series C Preferred Stock, such number of shares of Common Stock as shall be issuable upon the conversion of the outstanding Series C Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Series C Preferred Stock, the Corporation will take such corporate action necessary to increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. All shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.
--------------------------------------------------------------------------------
(h) No Reissuance of Series C Preferred Stock. No shares of the Series C Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of capital stock which the Corporation shall be authorized to issue.
RESOLVED, that the statements contained in the foregoing resolutions creating and designating the Series C Preferred Stock and fixing the number, voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics thereof, upon the effective date of such series, be deemed to be included in and be a part of the certificate of incorporation of the Corporation pursuant to the provisions of Section 151(b)(2)(g) of the General Corporation Law of the State of Delaware.
4. No shares of the Series C Convertible Redeemable Preferred Stock have been issued.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on July 30 2004.
/s/ Thomas Y. Jimenez
-------------------------
Thomas Y. Jimenez
Chief Financial Officer
--------------------------------------------------------------------------------
GLOBETEL COMMUNICATIONS CORP.
CERTIFICATE OF DESIGNATION
OF SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK
Pursuant to Section 151(g) (1) of the General Corporation Law of the State of Delaware, GlobeTel Communications Corp.. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, acting by its Chief Financial Officer, DOES HEREBY CERTIFY that:
1. The name of the Corporation is GlobeTel Communications Corp. (hereinafter called the "Corporation").
2. The certificate of incorporation, as amended, of the Corporation authorizes the issuance of 10,000,000 shares of Preferred Stock, $.001 par value. Shares of Preferred Stock may be issued from time to time in one or more classes or series, each having such powers, attributes, rights and preferences, if any, as are stated or expressed in the certificate of incorporation or in the resolutions of the Board of Directors of the Corporation designating such class or series.
3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions setting forth the number, powers, preferences and other rights and qualifications, limitations, restrictions and other characteristics of Series D Convertible Redeemable Preferred Stock,:
RESOLVED, that the Board of Directors hereby fixes and determines the designation of the number of shares and the powers, attributes, rights and preferences relating to the Series D Convertible Redeemable Preferred Stock as follows:
(a) Designation. The series of Preferred Stock created hereby shall be designated the Series D Convertible Redeemable Preferred Stock (the "Series D Preferred Stock").
(b) Authorized Shares. The number of shares of Series D Preferred Stock shall be 5,000 shares.
(c) Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to holders of senior capital stock, if any, the holders of Series D Preferred Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of junior capital stock, including Common Stock, an amount equal to $10.00 per share. Neither the consolidation or merger of the Corporation nor the
--------------------------------------------------------------------------------
sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes of this Section (c).
(d) Dividends. The Series D Preferred Stock shall not be entitled to receive any dividends.
(e) Conversion Rights. For a period of two years after the First Closing Date, the Series D Preferred Stock shall not be convertible into shares of GlobeTel common stock. Beginning on the second anniversary of the First Closing Date and for a period of one year thereafter, the Purchaser may convert (in whole or part) its Series D Preferred Stock into GLOBETEL common stock. The Series D Preferred Stock shall be convertible in at least 1000 share increments, each increment, at the time of conversion, will represent 2% of the issued and outstanding shares of GLOBETEL common stock. On the third anniversary of the First Closing Date, all shares of Series D Preferred Stock owned by the Purchaser will automatically be converted into GLOBETEL common stock (to the extent such shares have not been converted into common stock prior to this date).
(i) Conversion Procedure. The holder shall effect conversion by surrendering the certificate(s) evidencing the Series D Preferred Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. If the holder is converting less than all of the shares of Series D Preferred Stock represented by the certificate tendered, the Corporation shall promptly deliver to the holder a new certificate evidencing the Series D Preferred Stock not converted. Not later than five (5) trading days after the conversion date, the Corporation will deliver to the holder, a certificate or certificates, which shall be subject to restrictive legends and trading restrictions required by law, evidencing the number of shares of Common Stock being acquired upon the conversion; provided, however, that the Corporation shall not be obligated to issue such certificates until the certificates evidencing the Series D Preferred Stock are delivered to the Corporation.
(ii) Adjustments on Reclassifications, Consolidations and Mergers. In case of reclassification of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Series D Preferred Stock then outstanding shall have the right thereafter to convert such Series D Preferred Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or
--------------------------------------------------------------------------------
share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which such Series D Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give the Holder the right to receive the securities or property set forth in this paragraph (e)(ii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.
(iii) Fractional Shares; Issuance Expenses. Upon a conversion of Series D Preferred Stock, the Corporation shall not be required to issue stock certificates evidencing fractions of shares of Common Stock, but shall issue that number of shares of Common Stock rounded to the nearest whole number.
The issuance of certificates evidencing shares of Common Stock on conversion of Series D Preferred Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.
(f) Voting Rights. Provided that the preferred shares have not been converted, the Holders of the Series D Preferred Stock, voting as a group, will have voting rights equal to the current conversion share amount at the time of the vote of GTEL's authorized shares of common stock for a period of three years from the first closing date.
(g) Reservation of Shares of Common Stock. The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series D Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Series D Preferred Stock, such number of shares of Common Stock as shall be issuable upon the conversion of the outstanding Series D Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Series D Preferred Stock, the Corporation will
--------------------------------------------------------------------------------
take such corporate action necessary to increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. All shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.
(h) No Reissuance of Series D Preferred Stock. No shares of the Series D Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares of capital stock which the Corporation shall be authorized to issue.
RESOLVED, that the statements contained in the foregoing resolutions creating and designating the Series D Preferred Stock and fixing the number, voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics thereof, upon the effective date of such series, be deemed to be included in and be a part of the certificate of incorporation of the Corporation pursuant to the provisions of Section 151(b)(2)(g) of the General Corporation Law of the State of Delaware.
4. No shares of the Series D Convertible Redeemable Preferred Stock have been issued.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on July 30, 2004.
/s/ Thomas Y. Jimenez
------------------------
Thomas Y. Jimenez
Chief Financial Officer
--------------------------------------------------------------------------------
End of Filing
© 2004 / EDGAR Online, Inc.
Folks,
To date I have only sent Mailman 3 questions for the shareholders meeting from kiptu, squ1dk1d and myself. If there is no other questions for management then I would assume everyone is up to speed and management has done an excellent job of covering all bases?..lol
Seriously, every year since I have been with GTEL, Mailman has gone the extra mile for shareholders. There is no guarantee that all questions can be answered but he will do his best. We are fortunate enough to have a source to feed our questions into the Florida meeting, please don't hesitate to take advantage of Mailman's concern and kindness. I hope to return the favor to Mailman and others when and if we get a meeting in the midwest vicinity...
If you don't care to post your questions on this forum, feel free to e-mail me at grogness@charter.net
Thanks again Mailman for your time, concern and the extra mile effort!.....rock
squ1dk1d,
Just so we are on the same page, here is my full disclosure on my motives. I am here because I am invested in a stock with a business plan I see as very doable. I want to see GTEL succeed, I want myself and others to make money. Not everyone likes reading the SEC filings, I enjoy it, so good, bad or ugly I will copy/paste what is on record and usually throw an opinion in with it. Good luck and thanks for the TA post...rock
Carrier Traffic
Some points of interest I will be looking at in upcoming filing in regards to carrier traffic. Brazil, Mexico and Philippines made up 93% of revenues. Since then the UK and China were reported to be growing. The UK especially. Did our claim against Mexico network produce anything? Monies? Equipment assets? It is obvious that the Mexico/Brazil networks have not been what was expected. For these two networks in 1st qtr. they brought in revenues of $2,407,749(75% of $3,210,333)...combined they account for 98% of account receivables which totals $2,875,056($2,933,731 X 98%)...Revenues don't mean much if you are not getting paid, right? I am hoping the UK and China take up the slack this quarter and GTEL can straighten out these two networks to be productive to the bottom line. Our new carrier partner, CSI, was introduced on June 17th so one could assume not much for the remaining 13 days of the quarter. Under the circumstances regarding carrier traffic, I would be happy to see about the same revenues as 1st qtr with the UK and China representing new revenues and better profits. This is why PRE-PAID Cards are an attractive addition to the business plan...lol...rock
IP based traffic is growing every month. Traffic to the United Kingdom is expected to surpass revenue traffic going to Latin America by the end of March.Traffic to China is also growing and is expected to see considerable growth in the next 90 days. With the operations centers now open in London and Hong Kong, these international gateways are providing many new opportunities that will increase our ability to provide our customers with unique solutions. For additional information click on http://biz.yahoo.com/bw/040120/205807_1.html.
http://www.findarticles.com/p/articles/mi_m0EIN/is_2004_March_2/ai_113810731
________________________________________________________________
Revenues. During the three-month period ended March 31, 2004, our sales were $3,210,333 compared to sales of $3,013,067 during the same period last year, or an increase of 6.5%. Our revenues continue to be predominantly from telecommunications minutes going through our Mexico and Brazil networks. However, during this period, we started running telecommunications traffic to the Philippines and United Kingdom.
Three (3) customers accounted for 93% of the Company's sales for the three months ended March 31, 2004, including 23% attributable to the Brazil network, 52% to the Mexico network, and 18% to the Philippine network. The Brazil and Mexico customers account for 98% of the company's accounts receivable, including 48% attributable to the Brazil network and 50% to the Mexico network.
We are in the process of taking legal actions against our associate and customer in Mexico for non-payment of the amount they owe us. This customer has substantial assets, including telecommunications equipment, existing working networks and Mexico tax refunds which they have proposed to turn over to us. The motion filed in the Mexican courts was necessary to formally request that Globetel become the assigned payee of the tax refund receivable and formally secure the equipment and to take over the operations of the existing networks.
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001094596%252D04...
cab..
anytime. glad to see you have some "Badgers" in the family..lol
Thanks David..eom
The Company knows exactly what is needed to gain investor interest,
it really can and will make a difference...rock
"I would like to take a few moments and go over the three year plan, give you a status on were we are in reference to the plan and give you our goals for the future. First, the three year plan was to address the reconstruction of the company’s corporate structure, business concepts and strategies, investor strategies, market maker support, revenue growth, PR relations, stock exchange membership, and shareholder equity. It is important for shareholders to understand that we are currently in the OTCBB. In this marketplace, our shares are handled much different than companies listed on the NASDAQ or the New York Stock Exchange. We need to grow into a company that can move to one of these “Big Boards”. To do so, we need to have substance and meet certain criteria to gain access to these markets for our stock. Besides the criteria, we needed the right investor group who would back and invest into the company’s business plans, and the right market makers that could tell our story to the new investors."
http://www.globetel.net/letter120104.htm
Timothy Huff, CEO of GlobeTel stated, "We have worked very hard over the past two years restructuring the Company, developing new and unique products and bringing the staff together on a Global basis to manage the growth. Over the next five months, we plan to clearly give our shareholders and the public the full picture of our goals and present them in a clear and uniformed way. The reports will be on the five market sectors of GlobeTel: carrier traffic, IP adapters, stored value programs, content delivery and last mile solutions. We will show how we plan to deliver a door-to-door product suite which is very revolutionary and we believe it will not only change the scope of telecommunications, but the world."
http://biz.yahoo.com/bw/040722/225592_1.html
Is anyone on this message board going to the Shareholders meeting? If so, do you need to be picked up at airport or anything? Please advise and I will forward to Mailman..
Thank you for your kindness Mailman!
cab,
Coleman filing a Form 5 on Feb. 9th, 2004
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001181431%252D04...
options not yet exercised
cab,
stored vale verses IP....I agree with your statements. It was obvious some time back that Gtels IP business had stagnated and was producing low margins. The decision was made last July to pursue the MoneyCard aspect. Revenues in this area can be staggering and profit margins are much higher. Even though the announcement to move into the Card business came one year ago, we had a major obstacle to overcome before having a chance at being a player....that was financing. With financing in place the next big step was good partnerships in the foreign markets where GTEL has stated they wanted to penetrate for higher margins and less competition than the States. At the same time they needed Master Card approval which takes time. Much has been put in place and one can only assume many more partnerships are forthcoming. The recent endorsements by FAME and FC Professional are a tremendous way to kick off the Card, their importance is underestimated, imo...
WHY is the PPS floundering?
Well Cab, I will run a few of my thoughts by you but I am no way certain they are correct.
First of all many of our down days are on very anemic volume. Not long ago the volume average was around 4MM shares..We have been trading close to half that with days even less. Many times we have been down 10% on 500-800K shares...That is a crock and we all know it..otoh, I have seen days we go up 10% on the same volume, that is a crock also. Bottom line, with low volume we get manipulated up and down, the MM's are there to make a market and they will do just that when they get the chance. Secondly, it would be naive to think no 144 filers haven't sold. These folks either provided funds or some kind of services to GTEL and monies owed to them were converted based on 1-2 cents in some cases. Why wouldn't some of them converted in the 10cent range? Some did I am sure. We have been in a tough down trend on the big markets to boot so dollars are not coming in to the OTC stocks like they were before. It is also very obvious of late that the buying interest in GTEL is not there. Why? Well, many shareholders have been holding and adding, holding and adding and now it is show time for this group! This group needs numbers/contracts..etc The group we are lacking right now, imo, is the NEW INVESTORS. It is time to put everything down in black and white and show everyone what we have and where we are going. The Corporate image plan plus the reports GTEL plans on putting out can and will make a difference. I really believe that and hope they spend some dollars and effort to make it top notch. GTEL needs to market themselves, something all Companies must do when reaching this stage. The ones that do it correctly are paid back 100 fold. To sum it up Cab, we NEED NEW BLOOD, GTEL must provide the catalyst to make them want to buy. When they accomplish that in addition to increased revenues, the rest is history. This is imo why we are floundering, NO massive buying, NO massive selling, VOLUME is low, and the manipulation will always bring you down a step at a time when the above conditions prevail.... I look forward to progress on ALL fronts from now until year end and beyond...take care Cab...rock
cab, you are right
as of April 12th, 2004 that is what Coleman owns(see next post in response to other points)
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At April 12, 2004, we had 741,771,766 shares issued and outstanding. The table below sets forth the share ownership of our executive officers and directors, individually and as a group, and the executive officers of GlobeTel. No other person is the beneficial owner of more than 5% of our issued and outstanding shares
Title of Class Name and Address of Beneficial Owner Amount and Nature Of Percentage
Beneficial Ownership of Class(1)
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Przemyslaw L. Kostro, Chairman,
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 9,100,000 shares 1.22%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Timothy M. Huff, CEO,
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 26,744,467 shares 3.60%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Jerrold R. Hinton, PhD., Board Member
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 26,562,358 shares (2) 3.58%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Mitchell A. Siegel, COO,
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 12,777,800 shares 1.72%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Leigh Coleman, President
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 500,000 shares 0.06%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Thomas Y. Jimenez, CFO,
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 9,517,634 shares 1.28%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock Vivian Manevich, Controller,
9050 Pines Blvd. Suite 110 Pembroke Pines, FL 33024 8,479,466 shares 1.15%
-----------------------------------------------------------------------------------------------------------------------------
Common Stock All executive officers and directors of the
Company as a group (seven persons) 93,681,725 shares 12.61%
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001094596%252D04...
Monthly CGI report filed
http://www.asx.com.au/asx/research/CompanyInfoSearchResults.jsp?searchBy=asxCode&allinfo=on&...
As 71% owner it would be great to see CGI get listed...rock
FIRST CLASS PROFESSIONAL HUMAN RESOURCES, INC. Private Employment Agency
3F JSC BLDG 423 MAGALLANES ST INTRAMUROS MANILA
Tel No/s : 3010108
Official Representative : FERNANDO A. MAGOS SR.
Status : Good Standing
License Validity : 7/11/2003 to 7/10/2007
Press Release Source: GlobeTel Communications Corp.
GlobeTel Announces Japanese Remittance Program
Thursday August 5, 10:52 am ET
MIAMI--(BUSINESS WIRE)--Aug. 5, 2004--GlobeTel Communications Corp. (OTCBB:GTEL - News) today announced that First Class Professional Human Resources, Inc. (FC Professional), a Philippines corporation based in Manila, signed an agreement with GTEL to launch the GTEL Stored Value Program in Japan to its members.
FC Professional represents approximately 40,000 Filipino workers in Japan. It is a member association of FAME (Federated Associations of Manpower Exporters) which represents over 75% of the millions of Overseas Filipino Workers (OFW's).
The remittance program, an application of GTEL's Stored Value Program, will provide a low cost, easy to use, convenient, risk free remittance capability while adding significant other benefits to users of the program. These benefits will include low cost international calling & loyalty discounts.
Leigh Coleman, President of GTEL said, "The new program in Japan is an indication of the strong benefits provided by GTEL's program and the recognition of GTEL as a leading international provider of advanced remittance and other stored value programs."
Jackson Gan, CEO of FC Professional stated, "We are excited about what this program can do for our members. I have taken a look at other programs in the past, but GTEL's is by far the most comprehensive and complete. Nothing else I have seen comes close."
About GlobeTel Communications Corp.
GlobeTel is an IP solutions and applications based company. GlobeTel's goal is to provide strategic advantages to commodity telecommunications based products by taking such products as voice termination, prepaid calling cards, store valued debit cards and IP telephony and giving these products and services unique market advantages through the deployment of unique software and the deployment of IP platforms, including Sanswire's Stratellites and advances in transaction processing. In each of these cases, GlobeTel has developed unique approaches that give the Company market advantages worldwide.
About FC Professional:
FC Professional is a 20-year-old company based in Manila, Philippines that specializes in sponsoring Overseas Filipino Workers (OFW's) to Japan and Taiwan. It offers services of all types of workers including, seamen, teachers, musical entertainers, and construction workers. The company sends over 1,000 workers to jobs overseas every month. FC is a prime member and director of FAME, the largest Federation of Worker Associations in the Philippines representing over 75% of all overseas workers.
Certain statements in this release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Placement Act of 1995. The words ``forecast'', ``project'', ``intend'', ``expect'', ``should'', ``would'', and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (finance or operating) or achievements to differ from future results, performance (financing and operating) or achievements expressed or implied by such forward-looking statements. The above are more fully discussed in the Company's SEC filings.
--------------------------------------------------------------------------------
Contact:
GlobeTel Communications Corp., Miami
Leigh A. Coleman, 954/241-0590
--------------------------------------------------------------------------------
Source: GlobeTel Communications Corp.
Email Story
Set News Alert
Print Story
Sponsor Results
NY Film Academy: Learn Film This Summer
New York City, Harvard, Princeton, Disney, Universal, Florence, UK, Paris. Write, shoot, edit, direct, film or digital. Intensive, hands-on camps and workshops. Our 12th year.
www.nyfa.com
International Summer Programs
Teen adventure travel programs since 1976. Teen travel in the US and around the world. Join us for adventure this summer.
www.aave.com
Summer Study Abroad Programs
someplay,
here is a link to a pretty decent site that should answer some of you questions with regard to listing/application and what they need to check out. Sec filings, transfer agent verification just to name a few and of course MONEY!!!!..lol(the $5k fee is just a start, they charge to file the shares, maximum is $50K, that would be GTEL's cost if they met requirements but they do not)
http://www.nasdaq.com/about/LegalComplianceFAQs.stm#initial
What do I need to submit with my application?
The company should submit the following:
The appropriate completed and manually signed application;
The appropriate manually signed listing agreement;
Copies of its Registration Statement (if applicable), any amendments, and all correspondence from Securities and Exchange Commission ("SEC") regarding the registration statement and a copy of the company's responses;
Copies of its SEC filings for the past 2 years, if applicable;
Documentation from the company's transfer agent or another independent source confirming that it has the minimum number of round lot shareholders;
A $5,000 non-refundable application fee;
Company Logo Authorization Form (PDF) and Logo Artwork; and
Information to address all items covered in Part IV of the application.
NASDAQ may request additional information as required
someplay,
Who knows if the rumor is true or not. If in fact the SEC is watching the trading I can promise you it has nothing to do with listing on a different exchange. take care...rock
gbreez,
First off I see no point in guessing and don't make a practice of doing that. Secondly, I really put no credence in a trading day when the volume is this low and the MM's play with it. I have been trying to point out of late that Sanswire is "down the road" and yet everyone seemed to think the test launch announcement was going to smoke us to new heights. This thinking was only justified on the message boards and nowhere else that I am aware of.
Here is a better question. What will be the pps be when 10MM shares are traded and most are on the buy side?....lol..rock
The MM's will continue to rape the pps on anemic volume. They always do...down 5% on 140K shares..lmao..
fwiw,
The PR for the launch was fine and part of the process going forward. If everything went perfectly it still is about one year out. Skepticism is very high as the markets show. I personaly have not added any shares because of the Stratellite, but have added because of MagicMoney. The market sees $10-20MM investment for an unsure thing.
I still believe GTEL is making the right move I just don't expect much at this time...JMO...rock
Stratellite (high-altitude airship) (Photo: Business Wire)
ATLANTA--(BUSINESS WIRE)--Aug. 4, 2004--Sanswire Networks, LLC, a wholly-owned subsidiary of GlobeTel Communications Corp. (OTCBB: GTEL) announced today that it has scheduled the launch date of its first Stratellite.
Following the successful test of the wireless communications capabilities of its Stratellite earlier this month, Sanswire plans to launch a high-altitude airship into the stratosphere by the end of January, 2005. The Stratellite will be positioned at an altitude of just under twelve miles above the earth's surface. The Company will complete the remaining tests of its Stratellite program in preparation for the launch of its first permanent Stratellite scheduled for later in 2005.
With the wireless communications platform tested earlier in Atlanta mounted to the Stratellite, the Company will be able to demonstrate how the communications payload will operate from its desired final altitude of 65,000 feet.
The Stratellite will be launched multiple times and remain in one geostationary position within the stratosphere for days at a time while various test are carried out concerning the communication systems, antenna array, launching and retrieving the airship, environmental systems, airship navigation, and up/down link capabilities. It is estimated that these tests will run for a 60 to 90 day period.
"Our goal with this next proof-of-concept demonstration is to share with the rest of the world what we already know; that we can put an airship in the stratosphere and communicate wirelessly with that platform to create a product that could change wireless communications forever," said Michael K. Molen, CEO of Sanswire Networks. "We believe that we will be ready to launch the Stratellite into the stratosphere by the end of January. The tests earlier this month convinced us that all the pieces are finally in place. The countdown has begun."
Timothy Huff, CEO of GlobeTel Communications further stated, "This is the next logical step in placing a grid of Stratellites to handle live, day-to-day communication's traffic. Once launched, this grid will change the way the world communicates in ways that most can't even understand at this point. The launch will be broadcast over the Internet and live feeds from the Stratellite will be made available through the Company's website."
A Stratellite is similar to a satellite, but is stationed in the stratosphere rather than in orbit. At an altitude of only 13 miles, each Stratellite will have clear line-of-site communications capability to an entire major metropolitan area as well as being able to provide coverage across major rural areas. Several Stratellites linked together could cover many hundreds of thousands of square miles. The Stratellite will allow subscribers to easily communicate in ``both directions'' using readily available wireless devices. In addition to voice and data, proposed telecommunications uses include cellular, 3G/4G mobile, MMDS, paging, fixed wireless telephony, HDTV, real-time surveillance and others.
To learn more about the Stratellites, visit Sanswire Networks' website at www.sanswire.com.
Safe Harbor Statements
Certain statements in this release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements within the meaning of the Private Placement Act of 1995. The words ``forecast'', ``project'', ``intend'', ``expect'', ``should'', ``would'', and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (finance or operating) or achievements to differ from future results, performance (financing and operating) or achievements expressed or implied by such forward-looking statements. The above are more fully discussed in the Company's SEC filings.
Contacts
Sanswire Networks, Atlanta
Michael K. Molen, 678-318-3466
mmolen@sanswire.com
squ1dk1d,
The Naz(small cap) would be the exchange of choice. It requires a $4.00
minimum bid price for 90 days prior to listing. The AMEX in "Standard 3" would waive share price if other criteria is met...
http://www.investorshub.com/boards/read_msg.asp?message_id=3699261
I will add your Sanswire question to the list ...
we do have a hide poster feature if you choose to use it...lol
thanks...rock
pitbull,
this "turtle" went from 2 cents last November to 19.6 cents and is maintaining the 10 cent area. This "small stock" has done much better than most large caps, agreed? When the numbers come in as well as other announcements it will happen again. It will not take a launch of the stratellite to do it again.. p.s. you stated you are a "compulsive liar", are you seeking help?
http://www.investorshub.com/boards/read_msg.asp?message_id=3707785
Anyways, my question. Can we expect gtel to fight against these obstacles and keep on moving?
Gtel, as good as their ideas/products are, is still to date a penny on the otc and subject to mad manipulation like the rest.
We are also into a really dirty market overall right now.
Interest rates on the rise..which is horrid for small companies.
Most markets indicators look like they'll at best be stuck sideways for a while
A direct answer, yes, they maintained quite well the past 3 years with MUCH LESS in place and in the pipeline...rock
skram,
your welcome. Enjoy your stay in the U.S...you are so right about so many things going on, I look forward to all the pieces being tied together like this PR says...take care..rock
http://www.investorshub.com/boards/read_msg.asp?message_id=3625690
'squ1dk1d'...
First off, welcome to the board.
GTEL has fought against tremendous obstacles for a very long time. One of the big hurdles was financing, that no longer is the case. GTEL will have many other obstacles as they move forward but I expect these hurdles to become easier to "jump" as the business plan comes together. Management has stated many times the 3rd year(this year) is when the "plan" will come together. It is obvious of late that is exactly what is happening. It has also been stated with redundancy that the second half of this year will show the fruits of labor. As I see it, those fruits will be from the MagicMoney operation, especially from money remittance feature. The Stratellite program was an aggressive approach by GTEL which I personally think is good business. If that program succeeds, the potential is enormous. If not, we proceed on with core business without much of a loss. I am looking for the carrier traffic and MagicMoney to deliver the numbers we need for the rest of 2004.
Yes, we are a penny stock. As of this writing and what we have for info and numbers in the SEC filings, we should be. The big question is, Will GTEL be worthy of leaving penny stock status by year end? I am betting they will be.
'squ1dk1d'... If you look at the "quality" of the personnel that has come aboard in the last couple years coupled with the partnerships, financing and investors, the future looks very bright. We all want a business to be built quickly(me included), in reality it does not work that way. GTEL has many foreign partners and deals which is even more time consuming and difficult. We are witnessing a Company being built step by step, the "time is now", I really believe that...once again, welcome....rock
Article somewhat dated but a good read with some numbers regarding average transaction..rock
"The total amount of remittances from the U.S. market to the Philippines is estimated to be US$2.0 billion. The average remittance transaction is US$500. A typical remitter remits six to eight times a year to his relatives or US$3,000 a year. Multiply that by the number of Filipinos who are remitting through the proper channels and not the “padala” system, and you’ll have an idea of how big the market is,” Garcia reveals."
http://www.philpost.com/1000pages/dollars1000.html
rhlytle,
what percentage of this amount would make someone a believer?..lol money remittance figures worldwide are astounding..
Magic Money Debit/Credit Cards
Recent trips to Mexico, the Philippines and Hong Kong have warped the Magic Money program into high gear. The money remittance feature of the Magic Money Card was well received in these markets given their high amounts of money remitted each month. In the Philippines alone, over US$8 billion was reportedly remitted last year. The foreign interest in this product has caused a delay in the release of this product here in the U.S. The U.S. release date is now set for May 1, 2004.
http://www.investorshub.com/boards/read_msg.asp?message_id=2502837