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Maybe someone with some wireless knowledge can comment, but something I have been thinking about is the apparent flexibility of the Hotzone solution.
So far, we have heard of Hotzone being able to accomodate, DECT, WIFI, WiMax, and now microwave links? It seems like the functionality is determined by whatever combination of mini-PCI cards are installed. Is this a common practice in the industry and do other companies' products offer the same interoperability?
Kind of OT - Regarding a financing deal:
1) If dilutive, will there most likely be some downward pressure on the shareprice?
2) Is it possible that they could do a non-dilutive financing and reorg like this company - Lorus Therapeutics?:
http://www.prnewswire.com/cgi-bin/stories.pl?ACCT=ind_focus.story&STORY=/www/story/07-10-2007/00...
Common shareholders received shares in the new company at a 1:1 ratio. In non-dilutive financing, do they always need to exchange shares from the old company to the new company? Also, what is the downside in non-dilutive financing?
risk, the defense did not attempt to file sanctions. The Court ordered it according to the Notice of Ruling filed by LA County on 7/2. It sounds like LA County did not follow correct legal process.
On 6/25, the date of the original status conference, the Court ordered a continuance to 7/25 and issued an Order to Show Cause against LA County for failure to give notice to Sanswire. Sanswire did not appear on 6/25 because LA failed to deliver written notification of the status conference to them. LA County admitted that they dropped the ball in their filing on 7/17. Did that free them of any sanctions?
I assume we will see another Notice of Ruling related to this latest Status Conference on 7/25 within a week or so similar to the 7/2 filing resulting from the 6/25 conference.
Regarding Uli and Trimax, I am not so sure about the statement which assumes Uli is trying to get his technology back. There have been no legal moves to do so - unless I missed something. Does it say in his Trimax agreement that he is entitlted to get his technology back? Maybe in his orignal asset purchase agreement from 2005, there are provisions to do so if there is a default, but I don't think we were ever given a glimpse of that one.
1) Uli's actions suggest that he believes GTEM defaulted on their agreement. According to the agreement, he is entitled to hold onto inventory and test equipment until the default is solved.
2) GTEM is suing Trimax to recover the equipment, inventory, and 175K that they gave him.
3) Neither side - as far as we can tell - took this through arbitration as stipulated in their agreement.
3) GTEM has dropped Uli as an OEM and moved on using others.
3) Uli does not have permission to manufacture and sell Hotzone based technology, but is free to compete in the wireless space with products derived from different technology.
risk, please explain "current divisional form". EOM
Well said, Sam. IMHO the Skysats strength - assuming they can do it - is to perform with the same functionality as the existing Aerostat products except untethered, and persistent for up to 10 days.
Housedad, welcome back. Where have you been? I remember this post from way back and was wondering if you were ever able to get more DD on this one. Slim chance, but is it still alive?
Posted by: housedad
In reply to: None Date:5/10/2006 12:34:03 PM
Post #of 82336
Screw it--- The Shorts have had there fun and games. Now only if Huff and Company don't screw this up. A wireless provider wants the Hotzone products. They want them to commence testing now. The company has its own Data Center and serves mostly Busineses. Its in a very large US city. There you go Boys and girls. Oh by the way, they have the $$$.
Mide, what happened to the "cone of silence" - LOL! You gotta think there will be some negative comments coming out of this:
- no dollars mentioned
- what is meant by a "teaming agreement" - is this like the NASA collaboration?
- etc.
Rightfully so given some of the big names previously mentioned in GTEM history which have faded into obscurity.
But I am encouraged by the following:
- Murch is quoted as Sanswire Pres - he is still there despite what has been rumored by others.
- Elisra is a multi-million dollar company with a proven track record, no prior affiliations a la Trimax
- I would hope Elisra would not team with just anyone that came knocking on their door unless that team partner had a product with some real potential.
On a side note, we now have additional exposure to other investors that might be curious about this little pinksheet company whose ticker popped up in Yahoo news associated with ESLT.
Since the Sanswire status conference with the LA County is set for 7/25 at 8:30am, I took another look to see if any other documents have been downloaded:
1) on 7/17, a filing by Christopher Lee, Deputy City Attorney detailed the plaintiff's failure to provide proper notice to Sanswire's legal counsel for the original 6/25 status conference.
Sometime after 5/25 Sanswire's counsel, Ms. Erin Rausch, and Mr. Lee had some preliminary settlement discussions and while Mr. Lee verbally informed her of the upcoming status conference in June, he failed to give her formal notice as she had requested. Basically, this filing was a "my bad" on Mr. Lee's part, and he apologized. What is interesting is that there was a mention of preliminary settlement discussions although no details were mentioned in the filing.
Sanswire submitted a Status Conference Questionnaire on 7/19 - a fill in the blank type form - Under the Damages section, they are disputing any claim that plaintiff is entitled to damages. In a section asking about arbitration/mediation, Sanswire is asking that the case go to mediation. In a section called Jury Waiver/Demand - DEMANDED is checked.
LA submitted their response on 7/23. Under Damages, it says "according to proof, but in excess of $110,000". They also want the case sent to mediation, but they choose to waive the jury trial.
FWIW
Thanks, Nilremerlin. I should have done a search on the patent issue prior to my post since I see that there has been much debate already.
Paid for access to the Miami-Dade site and the only thing I could get was this:
Case Number (LOCAL): 2007-20439-CA-01 Filing Date: 7/5/2007
Case Number (STATE): 13-2007-CA-020439-0000-01 Dockets Retrieved: 7
Judicial Section: 27
Date Book/Page Docket Entry Comments
07/11/07 MOTION: TO APPOINT SPECIAL PROCESS SERVER
07/11/07 NOTICE OF HEARING- MOTIONS 07/17/2007 09:30 AM
07/09/07 MOTION: & ORDER TO APPOINT SPECIAL PROCESS SERVER
07/09/07 ORDER: TO APPOINT SPECIAL PROCESS SERVER
07/05/07 CIVIL COVER
07/05/07 COMPLAINT
07/05/07 SUMMONS ISSUED DN01 DN02
Globetel is plaintiff and Uli and Trimax are defendants. There were no documents that I could download under this particular case.
Question - did Uli's new arrangement replace his Hotzone asset purchase agreement from 2005? I thought I saw language, somewhere, that it did not, but now, I cannot find it in the consulting agreement document.
If this new agreement was a replacement, is Uli still entitled to installments 2 and 3 in June 2007 and 2008?
Another question - is it possible that the restatements could have affected the valuation of the Hotzone purchase to the downside such that Uli is not owed what amounts to be 2M shares?
About that 175K - the 175k shows up in the Q1 2006 10Q as a decrease in liabilities Due to related party payable in GTE stock - Hotzone Wireless, Inc. (175,000). There is no further explanation as to whether this is a loan or an installment against what is owed. If it is an installment, when will it be applied? Against the 1st, 2nd or 3rd installment of shares? According to Klein and Sallah, GlobeTel booked the loan against the last payment of shares that my client was due
Where does it say this?
In the Q2 2006 10Q, the 175K is still on the books, yet the language still acknowledges that:
The acquisition transaction, which closed during the three months ended September 30, 2005, was paid with $27,000 cash and provides for a total of 2 million shares of the Company's common stock to be issued in increments of 666,667 shares on each of the first, second, and third anniversary dates of the agreement, assuming that certain milestones are achieved. Additionally, the HotZone staff has entered into employment agreements with the Company.
In this same 10Q, they state they issued the first installment of 666,667 shares to Uli as well as stating that Uli is still owed on the 2nd and 3rd anniversary dates. Still no acklowledgement as to what the 175K is attributed to.
CFO Larry Lynch should have done a better job of explaining what is going on.
Also Globetel has stated that Accordingly, the Company advises that prior financial statements for such periods should no longer be relied upon.
Yet Klein and Sallah are basing their rebuttal on these same unreliable figures.
Another thought - what about patents? As far as we know, neither Uli nor GTEM own any patents on Hotzone - yet. What if GTEM has applied for a patent and will be receiving it soon? Now where does that put Uli?
Marcatel was the first pilot and then VPN did theirs:
http://www.globetel.net/061506.pdf
Rocky had this insight into the matter too:
http://investorshub.advfn.com/boards/read_msg.asp?Message_id=14251718&txt2find=marcatel
pokestake, you said - nice find thanks (I think). - yeah, I thought the same thing. Another one of those things that makes you think "WTF?".
Could it be a situation similar to when Trimax was listed under CWID? A lot of speculation came out of that one, but in the end, Globetel took the credit for the work.
Now, what about this diabolical speculation? They have the JV with No Mas, and cannot directly compete. They allow Uli to create Trimax, and set up the agreement to receive 50% of the profit from the sale of the Hotzone product line. Again, more speculation, but this may also indirectly include subscription profits too. Things do not work out as planned and Uli decides to cut GTEM entirely out of the picture. GTEM cries foul and now we are in a lawsuit.
serious1, did some digging into your link (thanks for the find), but came up with a new topic for discussion.
A number of clients are linked to this PR:
Globetel, BTC, and GTCC
http://www.voip-magazine.com/content/view/1071/20051207005534/
Also there is one client called Comnet SA de CV:
Now take a look at this link:
http://www.comnet.net.mx/
Click on Nuestra Empresa, and then on Socios Tecnologicos. I see Trimax listed, Marcatel, and IUSACELL.
Don't want to read too much into it, but if I were to hazard a guess, this gang has teamed up to go head to head with No Mas. IUSACELL was Peralta's former company which he sold - correct? Marcatel was involved with GTW's initial tests in Monterrey - correct?
Maybe this is the source of contention with Uli?
Otherwise, maybe this was a way of splitting the pie...NMC takes care of one part of Mexico and Trimax (while giving royalties to GTW) takes care of another piece? Pre-lawsuit of course.
Let the "friendly" banter begin - geez....
175K loan to Uli in 2006? I'll have to do some digging through the filings to see if there is any indication of the terms.
I wonder what Uli did to default? Not provide consulting services? Shipped a bad batch of Hotzones to NMC?
That marriage didn't last long.
sinful, I am guessing that it depends on NMC's business model.
If it is a pay-as-you-go type of model, then that could be per user like a cell phone plan.
If all users within a household share a connection through a home network, then that could be charged per household.
On the sample of screenshots from GTEM's EVDS system, it looked like some sort of access code was entered off of a subscriber ID card. That coupled with the idea that customers do not need a special CPE device to connect makes me think at least part of the plan will be based on individual subscriber.
All speculation at this point while we wait for the NMC site to appear.
justfrank...was it this one?
http://www.globetel.net/MexicanPilotTest.pdf
As aplhvac has said, there are many factors that the court will evaluate to deny or support the case for involuntary BK.
Here is a link to one lawyer's opinion on Involuntary BK as it applies in Florida. Of interest is the explanation that this sort of thing is not just a means to satisfy agressive creditors.
http://www.alperlaw.com/involuntary_bankruptcy.html
Is Joe the champion of creditors or the poster child for Centerline's woes?
Axel, can you offer an opinion as to the differences in company dynamics or changes to the Hotzone technology, implementaion process, etc. that have allowed GTEM to demo and implement Hotzone products for NMC and CWID versus the problems faced in Heilbronn?
Thanks in advance.
Deadheded, are you able to post it? Thanks. EOM
ken w, also, "hotspot.nmc.com.mx" is not working like it used to. I get a browser error rather than the "you are not part of the Pachuca network " error. Something's up?
nerd86, well said. In the real world of business and legal process, things move at a snails pace and the lawyers are the one's benefitting from all the back and forth wrangling.
I spent the money to download the case documents and what has been stated by others is correct - a suit was filed. But what was not mentioned was that Sanswire responded to LA's claims with their own. Now, I don't know how to properly interpret all of what Sanswire is stating but here they are:
6) Plaintiff's complaint fails to state facts sufficient to constitute a cause of action against defendant.
7) The alleged causes of action are barred by the doctrune of laches because, to the the prejudice of defendant, plaintiff unreasonably delayed in asserting its purported rights.
8) as to the allegations of the complaint and each and every cause of action therein plaintiff should be denied any recovery by virtue of the fact that plaintiff has waived any claims for damages.
9) as to the allegations of the conplaint and each and every cause of action therein, plaitiff is estopped by plaintiff's own conduct and actions from seeking and obtaining any recovery against defendant.
10) as to the allegations of the comnplaint and each and every cause of action therein, plaintiff precluded from recovery due to plaintiff's unclean hands.
11) the 3-day notice allegedly served on defendant was defective in that it demanded more than defendant owed. therefore, plaintiff's action is barred.
12) plaintiff's complaint was filed before expiration of the notice period because three days had not yet expired. Therefore, plaitiff's action is barred.
13) defendant paid plaintiff returnable deposits and requests the court deduct those amounts from the judgement, if any.
Wherefore, defendant prays as follows:
14) that plaintiff take nothing by this complaint;
15) that possession be denied to plaintiff;
16) that judgement be entered in defendant's favor on the complaint;
17) that plaintiff's complaint be dismissed with prejudice in it entirety;
18) that defendant be awarded its attorneys' fees and costs; and
19) that defendant be awarded such other and further relief as the court deems just and proper.
Sanswire is being represented by Wayne Grajewski and Erin Welsh of Brown, Winfield, and Canzoneri, Inc. out of Los Angeles.
Now, a notice of status conference set for 6/25 was sent to LA attorney's office on 5/2.
At the status conference, Sanswire is listed as "no appearance", but then how do you interpret the following:
Conference is not held and continued to 7/25/07 at 8:30am in this department.
The court sets an Order To Show Cause RE: Sanctions against plaintiff for failure to give notice of this status conference for hearing on 7/25/07 at 8:30am in this department.
Declarations with respect to the order to show cause to be filed 5 court days before the 7/25/07 hearing. The court will not hear oral argument on the order to show cause absent filing of the delcarations(s) unless a showing of good cause is made as to why it (they) was (were) not timely filed.
Plaintiff to give notice.
So is the LA city counsel in hot water for "failure to give notice"?
Any lawyer's in the house?
FYI, a new photo showing an install of a TM2020 unit for the Firewatch program was uploaded today. I wonder if this is in reference to the old install or is it a new install?
http://www.flickr.com/photos/8080804@N05/622922845/
Thank you, WilliamFL. EOM
I am not sure how many MM's we usually have, but today, I see 11 different ones on the bid and ask. This stock has been so sleepy, I was not paying attention. BTW, this is on eSignal.
ken w,
Try "hotspot.nmc.com.mx". No "www". You will probably get an message identifying your PC as not being part of the NMC network and will be denied access.
I like this comment:
Irrespective of whichever OEM builds the Company’s HotZone™ devices and whether the network
is strictly broadband, or broadband and DECT over VoIP, the nucleus of NETWORKS POWERED BY GLOBETEL
is this advanced, adaptable MIS platform.
Does this imply there maybe more than one OEM?
Indyblue, thanks. Nice wake up call! EOM
Mide, that was a great post. Hopefully, ego will take a back seat to taking care of the business at hand. For the short-term, they need to work together while NMC is being established.
Longer term, who knows? If the relationship continues to be strained, will 51% owner, VPN want to continue dealing with a volatile supplier? No way if NMC is doing well.
nilremerlin, it was listed before, but what I think is interesting is the effort they took to distinguish the 4000 series from the other products:
The 4000 series has the Globetel Wireless licensing statement and its spec sheet is listed as "HZ-4010".
The other products' spec sheets are shown as "TM-1000, TM-2020, and TM-6000".
We have a little support at .20 with 3 MMS (SBSH,ETRD,NITE). Let's see if it holds or will they get taken out?
U.S. Army Strategic Command (USARSTRAT)EOM
pokestake, I am not sure how NMC plans to address this problem, but the Globetel Wireless website shows a Packetwave 200 device listed under subscriber unit. Aperto Networks makes that one. Trimax has a 1000 series unit which looks to be for CPE usage. I wonder if those will be used as well?
If NMC can ever show us a working website with some subsciber info, we should have a better idea of associated costs and provided equipment.
Thank you Ken W! There are a few differences that I saw:
1) The investors relations page has a sumamry of the current business model of GTEM. Nothing we have not seem before but a few things do stick out:
http://investor.globetel.net/phoenix.zhtml?c=67726&p=irol-irhome
Notice the link to the Trimax Agreement....no "***" in this one.
Also, it is stated that S2A is still in development with eventual free flight scheduled for Edwards.
Corporate governance page updated too. Khoury, Murch, Erdburg, and Lienwand are the only ones listed now.
Unfortunately, it is statements like the following that will continue to haunt GTEM's wireless capabilites until they can prove they can execute from start to finish. This PR sounded so promising and where did things end up? I think management and IR have learned from the mistakes of the past and intend to report more events that are based on quantifiable milestones versus speculation and hope.
GlobeTel expects, in October, to begin to sign up customers and to provide those customers with access to an initial portion of the network, covering a specific geographic area. During this initial phase, GlobeTel will closely monitor the network's capacity and stability and, once satisfied, will provide customer access to additional areas of the network based upon demand. GlobeTel expects that it will be able to give customers access to the entire network, encompassing all network access points in the city, within approximately 60 days. Once the network is fully accessible, customers who subscribe to both the broadband and voice service will be able to access their account, surf the Web or place a voice call within any part of the city and to anywhere in the world, at low cost, over GlobeTel's VoIP network.
The Company continues to build out HotZone wireless networks in the German cities of Kaiserslautern and Erfurt. It expects to begin marketing these additional networks to customers following the full activation of the Heilbronn network.
The network is 100% owned and operated by GlobeTel, and will be marketed to both residential and commercial customers in each of these three German markets.
Could this be related to the .20 warrants? Didn't they have about 1.1 million more shares they could purchase? 7MM's on the bid at .20 - I hope we hold.
Coast, I don't think the actual agreement was every released for public consumption. We have no way of knowing what the milestones were or what would occur if certain milestones were or were not achieved on behalf of either Hotzone or GTEM.
All we have to go on is this:
Uli made a deal for Hotzone in June 2005, where he recieved 27K and 2M shares of GTEM. He would receive 3 equal share distributions over a 3 year period - each occurring on the anniversary of the deal June 2006,2007,2008 assuming certain milestones were reached. We were never told what the first milestone was, but GTEM said it was acheieved.
In the 2005 10K, GTEM and Hotzone agreed the second and third milestones were undefinded, yet both sides agreed that these undefined milestones were acheived by December 31, 2005 (How's that for logic?)
The 7M in value is purely the valuation that GTEM assigned to the deal and is based on the shareprice at the time of the agreement in June 2005, and the shareprice at the end of December 2005 - more on this one later.
Rocky301 pointed out some wording used in the Lexington asset purchase that defines a deal where the value of the acquisition is preserved for Lexington's benefit should the valuation drop over time:
The acquisition transaction, which closed during the three months ended June 30, 2006, was paid with $25,000 cash and $100,000 of the Company's common stock to be paid based on an agreed upon value of $1.85 per share for a total of approximately 54,054 shares, to be issued in increments during a period from 60 to 180 days after the execution of the agreement. However, should the market price of the shares delivered decrease to less than $1.85 per share, one year from the date of execution of the agreement, the Company shall make up the difference between the market price and $1.85 by the issuance of additional shares or by payment of said difference in cash or a combination of cash and stock at the purchaser's discretion.
Uli did not seem to get this type of deal - at least it seems that way given what has been disclosed in the filings. Will Uli get another 666,667 shares in June 2007? I assume he will because we have not seen anything to the contrary.
Now, back to this Hotzone valuation thing and my take on why it was the subject of SEC scrutiny. I am a novice when it comes to interpreting financial filings and such, so I welcome any correction to the following observations:
1) The formula goes assets = liabilites + shareholders equity. So whatever GTEM owes Hotzone shows up as an added valuation increase based on short and long term liabilities.
2) The Hotzone deal closes June 2, 2005. GTEM says the first milestone is defined and that it's achievement is "probable". Therefore, they decide to place a value on the books based on the shareprice on June 2, 2005 (3.38) X 666,667 shares for a total of $2,253,334.
Is this sort of accounting customary? The milestones are not achieved yet - they are "probable". The shares are not going to be issued until a year later. Yet they go ahead and give it a value based on todays's share price? It looks like GTEM's valuation increased 2M.
3) 3 Months later, Hotzone and GTEM agree that any and all milestones have been achieved - great Uli achieved the first undiclosed milestone 6 months in advance and the undefined 2nd and 3rd milestones were met. Time to add more value to the company.
Now what is strange here is that the dollar amounts in the text explanation differ from the values shown in the financial summary:
They use the 3.68 December 31, 2005 share price to assign a value to the first installment of shares to bump it up to $2,451,834 in the financial summary.
They add the remaining 1,333,334 shares covering the 2nd and 3rd installments as a long term liability. The text assigns a value of $4,909,665 (3.68 per share) while the financial summary shows a value of $4,708,167 (3.53 per share - where did this come from? Coincidentally, the average of the 6/2 shareprice of 3.38 and the 12/31 shareprice of 3.68 is 3.53). Sloppy work or did I miss something?
GTEM's valuation has now jumped by another 4M+. Yet, no shares have been issued to Hotzone.
For consistency, I would expect this intangible asset/liability amount to be revised to the downside based on the share price at the end of each quarter. At the end of 1Q 2006, the share price was 2.49 and at the end of 2Q 2006, the share price was 1.21. Yet, the asset valuation remained in the 7M range.
Is this the problem identified by the SEC as it pertains to Hotzone?
On another note, I went back and read Kostro's letter from last year where he stated:
We realize there are pre-restructuring issues weighing heavily on the
minds of our shareholders, and we will continue to address them
internally one at a time. Such changes will be communicated to you on
an "as implemented" basis.
I cannot think of a situation where he has wavered from this goal. We are only told about events after they have occurred - nothing overly promotional. Whether I agree with them or not is an entirely different story, but the fact that he has not wavered from this gives me enough encouragement to stick around a bit longer.
Glow, according to the brochures on Trimax's website, the 4000 series is the only one with the disclaimer that states:
"Hotzone 4010 is produced and marketed under license of Globetel Wireless Corp."
http://www.trimaxwireless.com/docs/trimax4010series-v3-043007.pdf
The 1000 Series:
http://www.trimaxwireless.com/docs/trimax1000series-d-v2-043007.pdf
And 6000 Series:
http://www.trimaxwireless.com/docs/trimax6000series-v2-043007.pdf
Do not contain that same notice. I have a question about that into Rob.
#68 jpg shows an install outside of a facility with signage for United Launch Alliance. ULA was formed by Boeing and Lockheed Martin to deal with the expendable rocket progam.
Not sure of a tie-in but it makes for an interesting photo op.
"Way to go, Nilremerlin" - absolutely! EOM