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Always-money-losing 'businesses' , that Lose More Cash,,,
Every Quarter, and are Pre-Overloaded with Super-Toxic,
Short-Term Debt, ARE NOT ASSETS; THEY ARE LIABILITIES;
WITH NET-'WORTHs' OF LESS THAN $ZERO DOLLAR$.
Especially, if they Don't Even Own the Depressed Land,
in the seaway of toxic red ink, that they are sinking into.
swvc made it to $0.0033 at Yesterday's close, with zooming
end-of-day volume. [As predicted, just a few hours earlier,
by the Facts exposers.]
So, the shorters have probably already placed their
pre-market orders, worldwide. We expect swvc to close
below $0.0026 today, and certainly by Friday. And, be
down into the $0.001's by next week.
It's amazing that longs just keep holding + averaging-down,
instead of simply flipping out at $0.0038 , and buying
back twice as many 'shares' at 0.0019 , just 2 weeks later.
[We really don't think they are actually holding. Rather,
they are just afraid to sell too fast, while they keep
repeating old + dis-proven iBox stuffings, trying to slow
the inevitable/unending seaway sinking, which is now ~50% ,
monthly.]
swvc is certainly Not about to 'run-up' anytime within the
next 3 months. And, if that next 10-Q is worse than the last
late one, it's time for the Curtains Liquidation Sale at
Hacketts, because WF will have to foreclose, according to
their own Rules. WF's Real Shareholders, and Institutional
Holding Companies will not allow swvc's Friendly-Family
sub-prime Loan to continue sinking in the seaway. And, we
All already know that the Q-2 10-Q will be much worse,
because of the new losses from the newest toxic 'acquisition',
and the noo COO's salary, that Must Start Being Admitted.
The only revenge that we see for the longs is; that swvc is
sinking so fast, that the 50 Billion Preferreds are afraid
to convert + dump, because swvc would quit trading. So,
at least the Insiders aren't making any money, except for
their Salaries + Expenses + Interest Payments on their CD's.
extra, Sincerely. But, just opinions, based on Filed Facts.
See ya at $0.0005 , by Christmas, thanks to YA + Friends.
And then, it's straight up to $0.50 , by January 2009 ,
right after the 1-for-1,000 Reverse-Split, if swvc can
dig up some newer + more toxic-loaner friends, Before Q-4.
Also, we really do hope that the local Newspapers + TV
cover the swvc Insiders Family Scramble, to see who gets
to convert + dump their Preferreds + CD's first. We're
betting on The Manikin Candidate.
Everything swvc 'owns' loses money,,,
and always has. And loses money faster,
the longer swvc 'owns' it.
The only 'good news' for swvc common 'share'holders is ,
the longer they 'own' swvc 'shares' , the smaller the
percentage they 'own' of all of these always-money-losers.
Only 10 months ago, common 'share'holders 'owned' 100% .
Then 20% , Then 9.8% , Then 4.9% , Now ~2% .
And, still dropping, faster than ever.
And, they want their old CEO + noo COO to keep on
acquirin' , and keep on borrowin' , and keep on dumpin' .
Apparently, they believe that old saying :
"If you lose money on everything that you sell, then
just sell more of everything, to make up for your losses."
With swvc, the handwriting is not only in the wall,
it's even printed in the local Newspapers, in the small,
always-depressed region, where All of swvc's stuff is stuck.
extra, Sincerely. But, just opinions, based on Facts,
which were re-confirmed late today, as swvc Filed their
Late 10-Q.
By the way. How come swvc 'forgot' to mention that the
FBI has a long + continuing investigation, concerning
Credit Card Numbers + Identity Theft at 1 of their
store fronts. And, swvc 'forgot' to mention if any of
their customers theft losses [$ Millions ?] are at all
covered by any insurance. It won't be covered, at all,
if it is mostly due to gross negligence, and lack of
meaningful security procedures. Maybe that's why
'Hackers Online' is just an advertising web-site, where
no one can buy anything, because no one can use a credit
card. By now, it should be obvious that the CEO can't run
a profitable retail operation. And, that's why he invented
swvc, by buying a toxic-debt-stuffed shell, and forcing it
to grossly over-pay for his personally-owned micro-'chain' ,
of always-money-losing wizeGuys store-fronts. Then, he
closed one, and liquidated another, and changed the name of
the last one, after he forced swvc to 'acquire' the
also-money-losing Hacketts store-fronts, that also was
able to lose money in the exact same depressed micro-region,
where 30+% of all 'residences' are Vacant.
If swvc stalls, WF forecloses, then,,,
instead of an swvcE, we get an swvcQ.
The WF Rules Require Hacketts Financials EVERY 30 DAYS,
AND NO TARDY GAMES. And, ON TIME FILINGS WITH THE SEC.
The swvc 2008 Q-1 10-Q must be much worse than everyone
expects, including even us. When/if it's Filed, we would
Not be surprised to see a Gap, right Down below $0.0025
Shorters won't like missing the probable Gap, and may
start dumping at any price, in the last hour today,
whether the late 10-Q is Filed today, or Not, or Ever.
And, if swvc earns their E or their Q, the seaway floodgates
will be wide open. Because all holders of common shares +
Preferreds + CD's + Convertibles get Zero, unless All Other
swvc Debts + Payrolls + WF Loans + Everything Else is 100%
Fully Paid-Off, IN CASH, which swvc DOES NOT HAVE.
The only question is , who converts + dumps their convertibles
first. We expect that the CEO will try to stall everyone,
except the Family C's, some of which are even his. But, the
noo COO won't like this, since his D's are also UNrestricted,
and could have already been dumped, if he wasn't convinced
to wait for YA, like a nice guy.
Anyway, everyone, [especially All Insiders], know that Q-2
will be much worse than Q-1 , even if nothing is ever Filed
again. Because, Q-2 Must Include All Of The Extra New Losses
from the 'acquisition' of the always-money-losing NC stuff.
The trickiest part is, what will the CEO do with his E's.
If he dumps first, with the current float at 1.2 Billion,
he 'only' can dump 4.8 Billion new floaters. But, if he
lets All of the other Insiders go first, they will raise
the float to ~10 Billion; and then his 'Always 80% Of
Everything' becomes ~40 Billion new floaters. That's about
8 times as many, just for letting his friends+family go first.
BUT, the price of each newly dumped 'share' will probably be
way down by then. Probably Much More Than A Factor Of 8.
[That's 'only' a drop of ~87%. We expect that a drop of 98%
is much more likely, since the Fully Floating Dilution will
be a Factor of 50, when the final E's are 'distributed.]
Should be interesting.
extra, Sincerely. But, just more opinions, based on Facts.
P.S. ; More likely, swvc will be halted, long before the
CEO can finish dumping, even if he goes first, and, assuming
that he can 'convince' [or force] All of the other Insiders
to wait, patiently. Hopefully, the local Newspaper will fully
film the friendly family fight, and televise it live. No
Reality TV Show has ever done that. With special guest
appearances from the FBI + SEC. Think of the Ratings,
and the Quick Profits, and more from the Re-Runs, and Cable
deals, and even DVD's, and entertaining CD's. [Which brings
us right back to where the swvc show started, 10 months ago.]
The shorters arrive below 0.0034,,,
and will cover at ~0.0025 , within 2 weeks.
We can't understand why longs + averaging-downers
don't learn to flip. swvc is certainly Not going to
run up. And, it's sure to drop when the 10-Q comes out.
Everyone knows that Q1 had No good news, and Hacketts
sales are way Down, like All Mini-'Department Stores'.
Q1 is when Christmas gifts are returned, especially in
depressed regions, during a recession. Besides, even if
they like their 'gifts' , they can make easy money by
returning them, and re-buying them, Much Cheaper, now
that Hacketts has that 'Online Discount' thingy. [It's
kinda like flipping gifts, for quick profits.]
Anyway, if we owned swvc's votes, we would quit ALL Filings
with the SEC. It's Never good news, and it wastes cash,
and it exposes things that are better left hidden, and it
provides Factual Evidence, and certainly will Not help
any profiting Insider family member get elected, as All
common 'share'holders keep losing 50-95% in the last few
months, while 95% of their 'ownership' of swvc, and Votes,
have been shoved over Niagara Falls, and floated far away,
from the seaway, forever.
extra, Sincerely. But, just opinions, based on Facts.
P.S. ; Can anyone think of Any good reason for swvc to
ever File Anything, ever again. [Except, of course, the
usual pinky story about uplifting to a higher authority.]
See ya at 0.0025 , soon, thanks to YA, and the noo COO.
No swvc Filings mention any of those fantasy 'deals'...
Therefore, they are ILLEGAL, and WILL NOT HAPPEN.
The swvc CEO made common shareholders pay $20+ Million for
a toxic-debt-stuffed shell, for no valid reason FOR swvc
common shareholders; which is a blatant violation of Any
CEO's Fiduciary Responsibilities. A clean shell could have
easily been bought, or built from scratch, for less than
1% of that $20+ Million cost.
And, the story about not 'understanding' the terms of the
toxies, and the swvc lawyers 'overlooking' the fine print,
is total BS, at best. And, grounds for a common [and
Preferred] shareholder lawsuit, at least.
And, if the CEO is personally "getting something in return" ,
or hiding it in some other vehicle, that is Not owned 100%
by swvc, that is a crime, And, he is personally financially
responsible for all common shareholder losses, and should
be serving 1+ years.
And, if the CEO is hiding it where swvc might eventually get
all or part of it, then all of swvc's SEC Filings, so far,
are fraudulent.
And, even if All of the $20+ Million eventually 'reappears'
in swvc, And is All given to Only common shareholders, [who
paid for All of it], as a 'special dividend' , it is still
Not Legal; Because, some of the common shareholders who paid
for the illegal 'mistake' , have already sold out, at huge
losses.
In our opinion, [and we are not lawyers, or accountants],
swvc + its CEO + lawyers + accountants + Directors, are
toast, personally + financially + possibly criminally, if
any Lawsuit [Class Action, or otherwise] is filed by any
common shareholder who ever lost a penny, due to this
deliberate deception, and Total Lack of Fiduciary
Responsibility, and Lack of Disclosure in Any SEC Filing.
extra, Sincerely. But, just more opinions, based on Facts.
P.S. ; Common shareholders will be lucky to collect 1% of
their losses, if they win, which will take ~2-5 years.
P.P.S. ; Copies of the above info, as with all of our info,
is always sent to All of those U.S.-Taxpayer-Paid Authorities,
that are paid to care + fix exactly these kinds of 'problems',
and All of those who deliberately cause them; including the
transparent 'outside' helpers. The swvc 'game' is still
continuing, and has already cost U.S. Taxpayers more than
$30 Million, in less than 10 months. [Not counting several
other similar brick+mortar 'companies' , that are pollinated
daily, by the same overlapping 'outsiders'.]
swvc should be the easiest. Only 1 guy was the CEO + Total
Board Of Directors, during the entire set-up, and sting of
$30+ Million to ONLY the common 'share'holders. And, it Files
with the SEC, and has a U.S. HQ, and Incorporation Papers,
and Assets, and Personal Residences, and even includes
friends + family, that are personally profiting, and DON'T
OWN ANY COMMON SHARES, while ALL COMMON 'SHARE'HOLDERS ARE
LOSING 50-95% , IN JUST THE FIRST 10 MONTHS OF swvc. And,
the personal profiteers include many who should 'know better',
including, a hedge-fund operator, and a BK specialist, and
a local elected official. And, the FBI has already been
investigating [for several months], due to a major Credit-Card
and Identity Theft, IN A PROPERTY THAT swvc CONTROLS. And,
swvc still has NEVER SAID THAT ANY CUTSOMER 'LOSSES' ARE
EVEN POSSIBLY COVERED BY ANY INSURANCE.
Just try to guess how many U.S. Agencies are building files
regarding the swvc Insiders, and most-helpful 'outsiders' ,
and the overlappers with the similar 'companies'.
The above more-than-fully explains why swvc has so many
people 'watching'. Way more than reflected by 'boardmarks'.
Hacketts sales will be way down,,,
forcing losses way up.
Q1 is always the worst, even for real Department Stores.
And, Hacketts even lost money in Q4, which was supposed
to be their 'best ever' , [according to long fans].
Q1 is when all of the Christmas returns flood in.
Especially during a recession, in a depressed mini-region,
where everyone needs cash, and nobody needs overpriced gifts,
like winter coats, and snow shovels, as global-pre-warmed
spring arrives early.
But, we can hardly wait for the Q-2 10-Q , in 3 months.
That's the first time that swvc must 'report' the losses
from all of the cash-burners that they 'acquired' from
their new COO. And, they even have to over-pay him a huge
cash salary, for years, as part of his 'big deal'. And,
his main 'job' is to sell cash 'services' to swvc, from
some of his old shells, that he did NOT sell to swvc. Those
old shells never made 1 penny, but, shells are great. Since
they never had a 'business plan' [or any 'business'], they
can sell anything to swvc, for immediate cash, and call it
their new business plan, for exponential growth.
extra, Sincerely. But, just more opinions, based on known
Facts, as Filed by swvc, with the SEC.
P.S. ; We expect the WF Loan to be re-called, right after
the Q-2 10-Q is Filed. Because, it will prove that Hacketts
will never be profitable, after WF adds back all of the
'cost-shifters'. The 'friendly loan' to swvc snuck in, but,
is about to be 'reviewed' , due to WF Shareholder 'concerns' ,
about sub-prime subway 'loans' , to cost-shifting sudsidiaries
of always-money-losing holdout 'companies' , that have Always
had a negative net-worth [= Debts bigger than Properly
Appraised value of Assets]. And, if those 'assets' always
lose money, they have negative 'business value' , and must
be appraised at salvage value. The Only Cash that swvc has
remaining, is from the WF Loan, and it's already tapped out.
When it is re-called, swvc will sink into BK, unless they
find some newer toxic/death-spiral 'financiers' [at worse
terms than swvc's currently worst 'deal']. Otherwise, the
only out is for the CEO to give back some personal cash.
That will never happen. He'll just watch swvc go BK, and
offer to personally + privately buy a few of the best pieces,
at fire-sale prices. And, start a new hedging hold-out fund.
swvc's 10-Q is late, for several good reasons...
1] Just like the late 10-K, it will contain no good news,
and re-prove that swvc's 'business plan' is to dilute All
common 'share'holders, and increase the 'Intrinsic Value'
of Insiders, ONLY. And, the really bad news, about the
cash-burners included in the NC 'big-deal' , won't even
be mentioned until the Q-2 10-Q , after waiting another
3 months.
2] Within days after the Q-1 10-Q is released, swvc's price
will again drop by 30-50%, just like last month, when the
all-bad-news + late 2007 10-K forced swvc's price down
from $0.0068 , straight down to 0.0048 , followed by
continued crashing , down to 0.0031 shortly thereafter.
3] So, swvc is delaying the 10-Q for as long as possible,
to have a few extra days for the toxic preferreds to be
converted + dumped, before swvc dives below $0.0025 ,
which should be expected by this Friday, or early next week,
at the latest. [Unless swvc's 2008 Q-1 10-Q is later than
the late deadline, which is tomorrow.]
We expect that the late 10-Q will be released as late as
possible, which is after the close, tomorrow. So, we expect
heavy dumping of new shares, today + tomorrow. The only
question is , when will the short-term shorters flip in.
Our guess is at 0.0034 , with covering within 1-2 weeks,
at or below 0.0025 . Then swvc will just keep bouncing,
and drifting down to/below 0.0015 , in the next 3 months.
We don't believe that swvc's best fans are really holding,
and averaging down. Rather, they are having to sell slowly,
while competing with the toxic converters, to avoid
driving the price of swvc down so fast, that All new buyers
will see the obvious. We think that the biggest diluter for
the next 3+ months, at least, will be the new COO. He must
get rid of $5+ Million 'worth' of swvc commons. And, the
average dumping price will be below $0.0025 , so, we
expect another 2 Billion new swvc's to flood in, during
the next 3 months, which will triple the trading float.
extra Sincerely. But, just opinions, based on Facts,
as Filed by swvc, with the SEC.
P.S. ; Don't forget, as the COO dumps 2 Billion more floaters
into the seaway, the CEO catches 8 Billion more free ones.
Because, it's "1-for-you = 4-more-for-me" , according to the
Rule [that only he voted for], that the CEO Must Always Own
80% of Everything. And, the old longs are pretending to
agree, [as they also dump old shares], saying that this is
all part of the genius plan, to increase 'Intrinsic Value' ,
for some 1 .
FACTS: swvc is DOWN 95% IN 8 MONTHS...
And, swvc's Fully Diluted Share Count is UP ,
by a factor of 300 , from ~184 Million,
ALL THE WAY UP TO 50+ BILLION, [at least, last month].
[Who knows what it could be now, or next week.]
That's 30,000% UP DILUTION , IN ONLY 8 MONTHS.
Which is , MORE THAN 100% FULLY DILUTION PER MONTH.
No pink, that we ever heard of, ever diluted faster.
And, swvc has ALWAYS LOST MONEY, EVERY QUARTER,
AND ALWAYS WILL, BY THEIR OWN ADMISSION, BECAUSE THEIR
'BUSINESS PLAN' IS TO 'TRY HARDER' , BUT IT INCLUDES
ABSOLUTELY NO FACTS TO SUPPORT ANYTHING. No Real Bank
would Ever Loan a penny based on swvc's 'bustness plan'.
Their DEBTS FAR EXCEED THEIR 'SELF-OVER-APPRAISED' ASSETS,
AND ALL OF THOSE 'ASSETS' HAVE ALWAYS LOST MONEY, SO,
EACH ONE OF THEM IS ACTUALLY 'WORTH' LESS THAN ZERO $'s.
If swvc Never Dilutes Again, JUST THE CONVERSIONS
OF THE ALREADY SIGNED-OFF SUPER-TOXIC CONVERTIBLES,
WILL DEPRESS swvc BY MORE THAN ANOTHER 95+%.
And, No Outsider Even Knows where those 184 Million
original floaters ever came from. There was 'only'
supposed to be 100 Million. So, an 8-K has been 'missing' ,
for more than 8 months. [The SEC does NOT like that.]
extra, Sincerely. And just FACTS, in response to the usual :
" All conjecture,if,,,could,,,nothing based on facts. "
We only count our Facts, AFTER WE COVER, AND CASH THE CHECKS.
But, we always appreciate, thanks to those who always believe
only-up-sided iBoxes, as viewed through pink-colored glasses.
They sure could 'keep trading as a subsidiary' to swvc ...
"GM Class H" , And, "GM Class E" traded separately from
GM (General Motors) , All on the NYSE, for Many Years.
[Note: Class H was the old, and formerly private Hughes
Aircraft Company, that GM bought, after Howard died, and
then sold some (less than 50%) public shares, in an IPO ,
AND 100% SOLD OFF, A FEW YEARS LATER, AT A HUGE PROFIT ;
and Class E was the old EDS, that GM also bought, FROM
H. ROSS PEROT, to get rid of him, from their Board Of
Directors, as we ~recall, but, we could be misteaken.]
Anyway, here's the new Huge 'Red Flag' for swvc 'investors' ,
(There are so many, it's hard to unfurl them fast enough) :
Most of NCHC could be owned by 'Private Individuals' ,
including 'the friends + families' of swvc's CEO + COO + KK,
and the COO's recently draculized ancestor, and who knows
who else. Maybe someone who cares should do some 'dd' , or
write an open letter to Dede, in a local Newspaper.
We would bet that, currently, Very Few Shares Are Privately
Owned by Actual 100% swvc Outsiders, but ONLY IF :
swvc is 'planning' to use it for 'cost + profit shifting' ,
out of swvc, and directly into NC, or any other pinky.
It's easy. And hard to prove, or track. NC just has to charge
high 'fees' to swvc, for their 'valuable/cost-saving services'.
While swvc pays most of the 'overlapping costs' of NC + swvc,
because all of NC's very few 'employees' , actually 'work'
for swvc, "mostly" ; And, their 'adjacent Headquarters' are
only 1 mailbox away, near[/on?] a golf course, in Florida.
So, NC could be a very profitable pink, to a few insiders,
while swvc continues to sink, for all outsiders.
extra, Sincerely. But, just opinions, that we sometimes
'share' with outsiders, for fun + profit. We've already
done the 'DD' , and made our move. Who's next, and/or cares.
Covenants with Wells Fargo that SWVC must maintain...
It looked like swvc was playing a little 'fast + loose'
with Wells Fargo to get their Hacketts "Inventory Loan"
approved. So, we checked, since Factual DD on swvc is
important, and usually spun-up, and exaggerated, and then
the meaningless 'dd' is stuffed in the only-up-sided iBox,
and frequently repeated, to 'attract' newer swvc 'investors'.
While the old 'fans' keep selling, and pretending to be
'averaging down' , every month, at every new swvc new low,
and most recent 'confirmed bottom' , according to chart fans.
[Who apparently don't know, that 'TECHNICAL ANALYSIS'
CHARTING DOES NOT WORK FOR MASSIVELY DILUTING + CASH-BURNING
'COMPANIES' , WITH A FULLY DILUTED THAT IS 50 TIMES THE
CURRENT TRADING FLOAT, AND EVERY 1 OF THOSE 50 BILLION
NEWEST 'SHARES' COULD CONVERT IN, UNRESTRICTED, IN 1 DAY.]
Anyway, we called a WF guy, who works in their 'compliance'
area, just for fun, And, because we are WF Shareholders, and
depositors, but mostly because we are also borrowers. We
wanted to re-finance, and get the absolute best rate, which
swvc seems to have pulled-off. [It sometimes pays-off to
watch the games that always-money-losing pinks+pennys play.]
So, we asked, 'what if our money-losing business became
profitable ?' ; Could we get a lower interest rate? And, the
answer was 'probably' , but 'depending how it happens'.
The 'depending' part has to do with 'windfalls/gifts' , and
'accounting games'. Seems like Bank Laws + Regulators
DON'T LIKE 'COST SHIFTING' BETWEEN RELATED COMPANIES,
ESPECIALLY 'WHOLLY-OWNED SUBSIDIARIES' . [Just like Hacketts,
and NCH, which appear to be a 'subsidiaries' of swvc.]
So, in determining if Hacketts actually meets its 'covenants'
to WF, and actually becomes 'profitable' , they will check
for 'cost shifting' , out of Hackers, and directly on-up to
swvc, which is the 100% Owner of Hacketts, and could Never
Qualify For Any Loan From WF, because, 'On-The-Books' ,
swvc has a 'negative net worth' [much more debt than 'assets']
And, has ALWAYS LOST MORE MONEY, and, HAS NO MEANINGFUL PLAN
TO EVER BE PROFITABLE, other than saying that they hope to be
profitable, some day, maybe, or maybe not.
A few examples of 'cost shifting' out of Hacketts :
1] swvc Charging them below-market-price for their leases.
2] Shifting their mortgages + payments to YA 'loans' to swvc.
3] Not proportionally 'allocating' swvc 'management' costs,
including CEO + COO + ALL OTHER 'CORPORATE' COSTS + EXPENSES,
Directly To Hackers, To Determine If It Is EVER Profitable.
4] Paying Fees to the new COO's 'outside Buying Company' .
5] Buying 'discount-priced' beer, and anything else, directly
from the RELATED NCH SUBSIDIARY. [aka, the SudSidiary.]
6] Buying discount bakery stuff from the COO's bakery.
7] Paying discount 'franchise fees' to the COO's Jwreck's,
that are sandwiched inside any Hackett's wherehouse.
8-80+] Anything else that was a 'benefit' for swvc to ~buy
all of the always-money-losing parts of NCH from their new COO.
extra, Sincerely. But, just opinions, based on Facts,
as Filed, directly by swvc, with the SEC. [We all can
hardly wait to read the next swvc installment. Although,
it may have a few 'errors' , because 10-Q's ARE NOT USUALLY
AUDITED, even if they are late, as usual.]
P.S. ; We own/invest in many Real Businesses, that have many
loans with WF. They WILL CHECK FOR COST SHIFTING between
swvc's sudsidiaries , and if they forget, 4,000+ swvc
'share'holders, that are losing 50-90% in swvc, in just the
last few months, will 'remind' WF of some old Bank Laws,
that are sometimes 'overlooked' in small + depressed regions,
where the 'borrower' is old friends with the banker, and his
relatives are currently 'elected' politicians.
P.P.S. ; Sounds like another good topic for a Letter To The
Editor of a local Newspaper, followed-up by an upcoming local
reporter, who may want to oust a local politician, whose local
relatives have caused some local 'investors', to lose 90% of
their swvc 'investment' , in just the last few months.
[And, most likely, another 90+% in the next few months.]
JB; Going pink should not affect swvc...
They burn cash + massively dilute
faster than any pink , we ever met , so far.
And, they achieved it all, in just 10 months,
including a multi-month, and continuing FBI Investigation,
and 'share'holder complaint letters to the local newspaper
Editor.
And, we assume that the SEC must have more than a 4-drawer
file full of complaints by now. With 4,000+ 'share'holders
losing 50-95% of their 'investments' in just 9 months.
The SEC never cares about pinks, [unless known felons are
'involved'] , but the SEC DOES CARE ABOUT U.S.-BASED
'COMPANIES' THAT FILE FINANCIALS WITH THE SEC, especially if
they always 'File' NT's, while their common 'shares' are
still in a 10-month pump&dump, and the original 'outsider'
fans are long gone , and replaced by new 'averaging downers'
with the same MO, with similar favorite pennys + pinkys.
extra, Sincerely. But, just opinions, based on Facts,
as Filed, [usually late], by swvc.
This is getting way too easy for flippers + shorters,
especially since the SEC cancelled their 70-year-old,
and very annoying [to shorters, only], 'Up-tick Rule' .
See ya at 0.0001 , thanks to YA + friends.
The short sellers are just waiting ,,,
to see how late the swvc 10-Q will be.
Since swvc filed the NT, the shorters knew that swvc would
not possibly File until the last second, next week, or later.
And, swvc may even File another Tardy Excuse.
So, the swvc shorters took Friday off. In fact,
they left Thursday, at 8:26 AM, when swvc Filed the NT,
which was No Surprise To Anyone, including the longs.
Meanwhile, really 'serious' swvc buyers must 'slap the ask' ,
or even actually Bid Higher Than The Ask. Otherwise, they are
just pretending to try to buy.
The stock market is an AUCTION. Only the Highest Bidder
gets to buy his favorite thingy. And, since swvc keeps
getting cheaper, just offer Last Month's 'price' , and
get a flood of immediate fills.
If swvc is 'going to 0.10' , 'soon' , why quibble about
a few 0.0001's . Each 0.0001 is ONLY 0.1% OF 0.10 , while
THE COMMISSION ALONE IS 10 TIMES MORE.
We suggest that All longs buy as much as possible,
first thing Monday morning, by overbidding the 'ask'.
It will make swvc 'look good' , going into the late 10-Q,
like 'someone knows something' and/or 'the good news leaked' ,
or whatever. But, Tuesday may be too late, if swvc actually
Files their late 10-Q , without another Tardy Note. Because,
we All really know that the 10-Q will just be the usual load
of bad swvc news, [new record dilution + cash burning], that
the swvc fans will try to spin to gold, or pretend that it
'was expected + next Quarter will be better' , or ,
whatever never worked since swvc sunk 95% , since the swvc
pump&dump began, 10 months ago.
Anyway, as soon as the 10-Q is Filed, the shorters' selling
programs will be triggered, even if they are still on their
6-day 'swvc-late' weekend [Thursday(5/15) - Tuesday(5/20)].
Besides, All shorters have several cell phones, and wireless
portable computers. They All invest in those thingys, using
the 90+% annual profits they risklessly make, by shorting
almost any penny stock, and All pinkys.
extra, Sincerely. But, just opinions, based on Facts.
See ya at 0.0001 , thanks to YA, and friends.
Dryin Up..No buyers..Just pretenders,,,
Tryin to name their own discount price.
However, there is No Shortage Of swvc Sellers.
The trading pool is 'only' ~1 Billion shares deep;
but, the Insiders have ~50 Billion floorless convertibles,
ready to flood the seaway, any day.
And, if they sink the seaway price by 50% ,
those floorless convertibles double, to 100 Billion.
But, more likely, in the short term, 'only' 10 Billion
of the 50 Billion floorlesses will try to float in.
And, that's 10x Dilution, so the swvc price will sink
by 90%, and 100 Billion will be launched. And, the
remaining 40 Billion floorlesses, will become 400 Billion.
That's why they call it 'death spiral toxic financing' .
It Never Ends until BK. Until then, longs just keep losing
at least 90-99% per year, and wait for the annual reversi.
extra, Sincerely. But, just opinions, based on swvc Facts,
and the documented history of death spiral toxic loans.
P.S. ; The shorters are just waiting for the Late swvc 10-Q
to prove [again] that swvc is still burning cash + diluting,
faster than ever. See ya at 0.0001 , before Christmas.
Goulet was 'hired' to sell copi, from the inside...
It's cheaper + quicker that way.
And, it must be completed ASAP, before copi runs out of cash,
and/or before copi's old-tech 'patent' becomes totally
worthless, as it will soon be superseded by VeriSign,
and/or MicroSoft, and/or an average college student/hacker.
After all, it's just a data-base-look-up program, that
uses a U.S.-Taxpayer-Owned + Government-Contractor-Maintained
list of phone numbers, that are owned by 50+% of All U.S.
taxpayers, that All hate tele-marketers [which are copi's
Only 'customers' , and convention buddies].
The only reason that copi's no-tech 'patent' has Not been
~copied so far is that copi has proven, for 6+ years, that
anyone who uses their 'patent' will Always Lose Money.
So, Bernie's 1+only job is to sell copi, ASAP, for as much
as possible, TO PAY OFF INSIDERS, ONLY, before copi goes BK,
and/or their 'patent' goes BK. There is NO INCENTIVE to try
to sell copi for even 1 penny Above what is owed to Insiders,
because it will just take longer, and All of the extra cash
would just go to Outside common 'share'holders, who have
NO SHARE IN THE FINAL VOTE TO SELL copi.
extra, Sincerely. But, just opinions, based on obvious Facts.
P.S. ; It really is just that easy to predict. Besides, most
of Bernie's easy + quick pay is Not his stretched-out salary,
But quick pay-offs of his Bonuses + 'Hiring Package' of
Insider-Only Convertible Preferreds, which ONLY INSIDERS
EVER OWN, and, THEY ALL MUST BE 100% PAID-OFF BEFORE ANY
copi common 'share'holder gets to share 1 penny; after copi
is sold, or 'merged' away, or goes BK. And copi's own
SEC-Filed Financials, including copi's "NOT A GOING CONCERN"
admissions, and constant cash-burning, and Toxic Loans,
and 30% Interest Loans, and projections for running out of
cash, prove that copi will probably Not last until Christmas.
P.P.S. ; The 0.05 conversion rate for the 2 Brand New,
30% copi Loans, for $300,000 Each , does NOT mean that Anyone
wants, or hopes, or ever expects copi to go up to 0.05 ;
Because, the loans are very short term ; And must be 100%
Paid Back, IN CASH + 30% INTEREST, WITHOUT THE LENDER EVER
HAVING TO ACCEPT ANY copi 'shares' , at any price. In spite
of the mis-'interpretations' that are frequently repeated
by copi 'fans'.
P.P.P.S. ; NO 'company' can survive by 'borrowing' short-term
cash at 30% INTEREST. And, after copi burns up the 30% cash,
the next 'loan' will be at 50+% "INTEREST" .
Responding to the SEC will soon cure that.
The SEC 'settled that issue' , long ago...
Profitable companies MUST Report their After-Tax Earnings
in terms of FULLY DILUTED EARNINGS PER SHARE , [ which is
the same as : Earnings / Fully Diluted share count ].
The reason is, that it Prevents companies from
Overstating their Earnings per share; because All Shares
count, and 'share' the earnings; Including UNconverted
convertibles, and preferreds, and options, and warrants,
and debentures, AND ANYTHING ELSE THAT CAN EVER BECOME
A COMMON SHARE.
However, MONEY LOSING COMPANIES MUST REPORT LOSSES PER SHARE,
AND CANNOT REPORT LOSSES PER FULLY DILUTED SHARE ;
Because, otherwise, the money-losers could easily
UNDERSTATE their Losses Per Share, by increasing their
Fully Diluted share count. Just like swvc.
And, as far as we know, swvc currently holds the world
record for Fully Diluteds, as a multiple of Trading Common
shares. There are ~1 Billion trading common swvc shares,
But, OVER 50 BILLION FULLY DILUTED swvc 'shares' , after
all are converted [at todays 'price']. But, if they were
converted quickly, the price would sink quickly. And,
since the conversions are 'floorless' , MANY MORE WOULD
BE CONVERTED, AS THE 'PRICE' CRASHED.
Anyway, assuming [incorrectly] that All conversions were at
yesterday's price, there would be 51+ Billion floating
Seaways, [making the current Niagara Falls look like a
slow-dripping leak]. And, ALL current owner of swvc common
shares Only 'own' 1 Billion of them, combined.
So, swvc COMMON 'SHARE'HOLDERS OWN LESS THAN 2% OF swvc.
And, sinking fast. Every time the 1 guy, who owns an
UNdilutable 80% of all swvc votes, decides, all by himself,
to 'acquire' something from a friend, and print up another
load of More Fully Dilutables.
And, everytime he 'votes' to give 1 more new Dilutable to
any new friend, he Must give himself 4 more; because, he
Must Always Own 80% Of Everything. He has no choice,
because those are the swvc Rules, that he voted 'yes' for,
and nobody else voted 'no', because the 80% guy Never Even
Has To Ask Them To Vote, or even ever have a 'share'holder
meeting. Dem's da Rules on da Good Ship Seaway. Aye Aye, Sir.
extra Sincerely. But, just opinions, based 100% on the Facts,
as Filed by swvc, with the SEC, with occasional updates,
that change things for the better, for Insiders, Only.
P.S. ; We wonder what the SEC will say about the Lack of
an 8-K , when the 85% was changed to 21.25% for the Class C
friends + family converters. [Those are the guys who used
to own the always-money-losing WiseBuys, before they
stowed it into the Good Ship Seaway.] Also, it's curious
that the number 85 is Exactly 4 Times as big as 21.25 ,
which means that the WiseBuys guys will be paid Exactly
4 Times As Much [by swvc common shareholders], as required
by the original, Finalized, 'deal'. And, of course, that
1 guy, who Always Owns 80% of Everything, will ALSO GET
4 TIMES AS MUCH AS ALL OF THE CLASS C GUYS, COMBINED.
P.P.S. ; How much longer will the swvc fans continue to
pretend that the convertibles won't ever convert; and,
that it's All Good + Necessary for the CEO of a 'Holding'
Company, to hold 80% of Everything, until he decides to
donate his Class E's [or B's , or whatever they be], to
the swvc commoners. And, will the 'donation' be allocated
based on common share holdings on the 'Donation Date' ,
like a dividend ? If so, there will be a boatload of very
unhappy ex-swvc-shareholders, who already walked the plank.
P.P.P.S. ; Also, when will we find out why swvc common
shareholders had to pay $20 Million for a contaminated
shell, other than to bail out an old friend.
Bon Voyage, Mateys. Arg.
We pay the SEC to do 'clarification' ,,,
but, the longer that the copi execs are 'too busy'
to clarify their own pseudo-data, and, the more cash
is lost by copi's common 'share'holders, the more
'interested' Our, U.S.-Taxpayer-Funded SEC will become.
The SEC may even be 'interested' in those who did the
'analysis' of the quasi-data, and those who kept repeating
the 'Facts' that were supposed to be 'proven' , 5 Months
later, when copi's 2008 Q1 10-Q was finally released,
yesterday.
And, even after it was proven that the 'new' 3 Billion
'call counts' WERE NOT SOLD, and were TOTALLY MEANINGLESS,
BECAUSE THEY DID NOT ADD TO copi's 'Revenues' ; still,
NO copi-fan even questioned the missing 3 Billion.
And, they still don't care. Just like copi's execs.
And, we don't care either; because, we never believed it
in the first place. But, it was funny, because, 6 Billion
call counts was almost enough for Every Person On Earth
to own 1 each. And, the 'projection analysis' , that copi
would continue to have More Than 3 Billion Paid Call Counts,
At Least, Every 9 Months, Forever, was even funnier. But,
the best part was the 'extrapolation' that copi would
forever have 'exponential growth' , BASED ON THE FAULTY
'ANALYSIS' , which itself, was BASED ON copi's DELIBERATELY
DECEPTIVE + LONG-LIVED [and still living] Quasi-"Data" ,
which was PUBLICLY RELEASED by copi execs, in a copi PR.
extra, Sincerely. But, just more opinions, based on Facts,
that copi's 'facts' are not believable, or much worse.
P.S. ; We never call pinky or penny CEO's , because, they
are the same guys who write the deliberately deceptive PR's.
That's why Judges don't ask Defendants if they were telling
"The Whole Truth" when the plead "Not Guilty" .
Where did those 3 Billion "new" call counts go ???
And, why did copi's execs claim that their 'call counts'
doubled, between May 07 , and Feb. 08 , according to this "
" The company has said there were 3 billion call counts in
May 07, and there were 6 billion call counts in Feb. 08. "
Looks like they must have been UNpaid beta-test stuff,
to try to get their 'patented' software to work.
Which makes us think that the other 3 Billion 'call counts' ,
from 2002 through May 2007 must also have been mostly
beta-test stuff. Probably ALL of them. Because copi was
still testing All the way up to Feb. 2008 , at least.
And, copi is probably still testing. All operational
software is tested frequently, as bugs are discovered,
and/or upgrades are brought on-line.
No problem with any of that testing.
BUT, THERE IS A BIG PROBLEM WITH copi execs TRYING TO
PUBLICLY DECEIVE COMMON SHAREHOLDERS INTO BELIEVING THAT
copi COULD BE SELLING 3 BILLION 'CALL COUNTS' DURING THE
9 MONTHS BETWEEN May 07 and Feb. 08.
Just to fool common shareholders into expecting a huge
growth in 'revenues' during 2008 Q1 , RIGHT AFTER
copi's REVENUES DECLINED IN 2007 Q4.
And, it worked. Thanks, mostly, to 'analysis' posted +
frequently repeated, RIGHT HERE. And, there is NO DOUBT
that copi WAS WELL AWARE OF THE 'MIS-INTERPRETATION' OF
THEIR DELIBERATELY DECEPTIVE + PUBLICLY PR'ed 'DATA' .
This 5-month 'oversight' , by copi execs, has cost [ONLY]
copi common 'share'holders, Millions of U.S. Dollars. The
U.S. SEC does NOT like it when a Publicly Filing 'company'
DELIBERATELY CAUSES SUCH DECEPTION, AND, DOES ABSOLUTELY
NOTHING TO 'CORRECT THE MIS-INTERPRETATION' , FOR 5+ MONTHS.
In fact, copi execs STILL HAVE NOT CORRECTED THEIR 'ERROR' .
extra, Sincerely. But, just opinions, based on Facts.
And, the 5+ Month 'mis-interpretation' of pseudo-facts.
All news is good news inside Club copi...
Even the Reverse-Split, because it raises the price.
And, new lows provide the best Discount prices, and
the best 'Buying Opportunities' , for re-averaging-down.
And, 30%-Interest-Loans, With Free-Give-away shares are
great news, because it means [to copi fans] that
copi must have a very good + immediate use for the cash.
[We actually all agree on that 'need-cash' logic.]
Like, hiring another over-paid salesman. But, the problem
with copi's 'sales' , is, the more copi sells, the faster
it runs out of cash. So, hiring 2 overpaid salesmen does
not seem to make any sense, or cents. For 2 reasons.
Firstly, copi has to overpay them, full time, + expenses,
which are very high for traveling salesmen, especially
if they only sell to tele-marketers, who need to be
entertained, because they are so hardly working.
And, secondly, if they actually sell anything, copi will
burn cash even faster, because COPI'S COSTS HAVE ALWAYS
BEEN MORE THAN 100% OF COPI'S GROSSEST REVENUES.
extra, Sincerely. But, just opinions, based on Filed Facts.
P.S. ; How come no copi fan ever mentions that copi execs
keep predicting un-ending copi losses, and Have NEVER
Predicted That copi Would EVER Make 1 Penny of Profit.
They used to mumble about 'cash-flow-neutral' , but even
those words are missing from yesterday's 10-Q.
P.P.S. ; Today's copi slide was faster than expected.
It sure was easy to get back down to $0.015 , in a just a
few minutes. And, we expect that within 2 weeks, 0.015 will
be the next rally-target for copi fans. And, another,
in the un-ending sequence of copi's super-discount-buying
opportunities, for re-averaging-down.
P.P.P.S. ; The next copi 10-Q will be even more useful.
Because, it must subtract the new costs for salaries to
over-paid traveling salesmen [+ their 'expenses'] , and
the 30% Super-Sub-Prime-Interest Loans. [There are 2 of
those $300,000 short-term loans. But, only the first 1
needed to be reported, yesterday.]
The new financing proves that something is broke...
These 2 'Loans' , for $300,000 each,
COST 30% INTEREST + 5 MILLION NEW SHARES.
Here's the proof :
***************************************************
$300,000 Secured Convertible Debenture:
On May 6, 2008, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Agile Opportunity Fund, LLC (“Agile”). The Purchase Agreement contemplates the Company’s sale to Agile of a Secured Convertible Debenture (the “Initial Debenture”) in the original principal amount of $300,000 and maturing on November 6, 2009, and a second Secured Convertible Debenture (the “Additional Debenture” and, collectively with the Initial Debenture, the “Agile Debentures”) in the same original principal amount and having the same maturity date as the Initial Debenture. The purchase price of each of the Agile Debentures is $300,000. The Purchase Agreement further provided that, for no further consideration, the Company issue to Agile 3 million shares (each, an “Initial Equity Incentive Share”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in connection with the sale and issuance of the Initial Debenture and an additional 2 million shares (each, an “Additional Equity Incentive Share” and, collectively with the Initial Equity Incentive Shares, the “Agile Equity Incentive Shares”) of the Company’s Common Stock in connection with the sale and issuance of the Additional Debenture.
The Agile Debentures will bear interest at the rate of 15% per annum, payable monthly, although the Agile Debentures further provide that, in addition to interest, Agile is entitled to an additional payment, at maturity or whenever principal is paid, such that Agile’s annualized return on the amount of principal paid equals 30%. The principal and all accrued and unpaid interest under the Agile Debentures are, at the option of Agile, convertible into shares of the Company’s Common Stock at a conversion price of $0.05 per share (subject to an anti-dilution adjustment).
********************************************************
AND, here's why copi HAD TO PAY
30% INTEREST + 5 MILLION NEW SHARES :
********************************************************
The Company’s primary need for cash during the next twelve months is to satisfy trade payables, current operating costs and dividends due on the Series B Preferred Stock. Current cash flow requirements are expected to be approximately $246,000 per month, including payroll, rent, utilities, insurance, professional fees and dividends as well as the addition of a sales executive. The Company receives approximately $146,000 a month from its current customer base. Until cash-flow neutral operations are attained, of which there can be no assurance, additional capital will be required to finance current operations as well as any growth. The balance of the proceeds raised from the 2007 Series A Preferred Stock offering and the 300,000 debenture issued in May 2008 is anticipated to be used to fund the Company’s operating shortfalls over the next three fiscal quarters.
15
The Company’s continued losses raise substantial doubt about its ability to continue as a going concern. Operating losses have resulted from a shortfall of sales revenues to cover the Company’s operating and marketing expenditures during the implementation of the Company’s operating plan, which targets significant sales growth and is long-range in nature. Such continuation is dependent upon the Company’s ability to increase revenues, control costs and operate profitably.
The Company (i) is seeking to employ sales executives to increase the marketing and sale of the Company’s services; and (ii) has retained an investment banker to explore acquisition opportunities that may diversify the Company’s existing range of services, as well as to assist the Company in obtaining additional financing as required. There is no assurance that the Company will be successful in attaining these objectives or that attaining such objectives will result in operating profits, positive cash flows or an overall improvement in the Company’s financial position.
**********************************************************
To us, this 10-Q clearly confirms that :
1] copi is burning cash, faster than ever. Forcing copi
to borrow cash at 30% Interest [+ 5 Million Free shares].
2] And, still, the lender (Agile?) would only loan small
amounts of cash, for very short time periods, And, require
personal guarantees of collateral from both of copi's top 2
execs, who are also copi's Only Directors.
3] copi AGAIN GUARANTEED THAT IT WILL KEEP BURNING CASH,
FOR AT LEAST 9 MORE MONTHS, as copi admitted :
"the 300,000 debenture issued in May 2008 is anticipated to
be used to fund the Company’s operating shortfalls over the
next three fiscal quarters."
4] And, the cash burn-rate will Increase, due to the new,
and overpaid Sales VP, [who is already hired], And, his
new 'senior' [meaning, also overpaid] sales helper,
who is just about to be hired.
5] Don't be confused by the spin regarding 'non-recurring'
costs. All companies have them, Every Quarter. And, copi
has not only Always had them, but, it copi's case, those
'non-recurring' costs are Always a Huge percentage of
copi's Quarterly cash losses. They will Never Go Away.
extra, Sincerely. But, just opinions, based on the Facts,
that were just Filed with the SEC, in copi's own 10-Q.
P.S. ; We expect copi to drop 50% within 2 weeks, with
most of it in the next day or three. The shorters have
probably already placed their sell orders, to be executed
at dawn, at the highest prices for the next 2 weeks.
Also, copi's next 3 Quarters will probably be progressively
worse. We believe that copi must sell-out, Before Christmas,
or face BK. And, the 'fire-sale' sell-out price will Not
Leave Any Cash for Any Common shareholder. Because ALL of
The Preferreds MUST BE 100% PAID-OFF, FIRST. [Actually,
second, after all of copi's other bills + loans are 100%
paid-off, First.]
P.P.S. ; We really don't expect the 'Preferreds' to be
paid-off at all. Rather, the copi 'execs' that 'own' them
will probably just get 1-year 'employment contracts' , at
grossly excessive 'salaries' , paid by their new boss,
at the company that 'acquires' copi. We still think it will
be VeriSign, because they already control almost 90% of
All of copi's 'revenue' , and do 90% of the work, with
almost no 'help' from copi.
swvc Loses more cash, every quarter,,,
and writes more Toxies to try to paper over their losses.
While ONLY common shareholders Lose $Millions, as
swvc's best friends + family pocket those same $Millions,
in cash, immediately.
It is now so obvious, that 'Letters to the Editor' are
now being printed in swvc's Local Newspapers, that expose
the game. And, even the FBI is investigating a wide-ranging
Credit Card/Identity Theft that swvc still can't 'explain' .
And, swvc still has not said that all [or even ANY] of their
losses [or, Any of their customers losses] are even partially
covered by Any Insurance Company.
Let's see that swvc PR. BEFORE any more swvc fluff PR's.
And, Before any more repetitions of old swvc PR's,
that never even worked when they were almost new,
even the first 5 times.
It is no surprise that no new longs ever admit to be starting
to buy any swvc common 'shares' . While plenty of previous
swvc longs are happy to admit that they finally are
'swvc free' .
The next big crash for swvc is expected when swvc is
supposed to File its 2008 Q1 10-Q , by this Thursday,
15 May 2008. Everyone knows that it will be another big
loss. If it's late [again, like the 10-K], it will be even
worse for the swvc stock price balloon.
extra, Sincerely. And, opinions based on Facts, as always.
100% True. copi is Down 50% in the last 2 months,,,
Right after being Down 50% in the previous 2 months.
And, we expect copi to keep dropping ~50% every 2 months.
Even copi's 'execs' don't Ever predict a profit.
Just ask them when they might be better than 'cash neutral' ,
WHICH MEANS, STILL NOT PROFITABLE, IN WALL STREET ENGLISH.
At this rate, copi will be Totally Out Of Cash ,
way before Christmas. While their games + best friends
continue to be documented to the SEC. We believe that
this will 'hinder' any possible 'buy-out' before the
probable copi BK, due to $Millions in liabilities to
longs, who believed the pumpers, whose 'exaggerations'
were never even mumbled in any copi PR.
We have forwarded more than 2 dozen recent copies of
'references' to copi's next 'earnings' report to the SEC,
even though copi Never predicted that they would Ever have
any 'earnings' , and we 100% agree.
copi has been ~honest in Never predicting that they would
Ever make a profit. Unlike copi's best 'outside' friends.
Let's see what the SEC decides to do, and how soon.
extra, Sincerely. Period.
This week will prove some FACTS!!!!! to this board!
The copi 10-Q , for 2008 Q1 , will document that copi
is still burning cash. Faster than ever.
We all know it. copi's own execs already admitted that
copi can't possibly quit burning cash until 2009,
at the absolute earliest.
And then, copi hired another overpaid salesman. And, copi
must pay him cash. And, copi 'plans' to hire another
helper salesman, ASAP. And, pay him more cash.
radar; wnbd's sinking price is easy to explain...
wnbd is a Totally NON-Reporting + NON-U.S. pinky.
It Never Reports Any Cash that it May Receive, and/or
who absorbs All of wnbd's cash, as 'salaries' and/or
bonuses + expenses + whatever else wnbd Never reports.
And, MOST Importantly, wnbd's 'Share Structure'
~allows wnbd's 'exec' to do ~Anything, ~legally.
Because wnbd has 10 Million "Preferreds" , that have
NEVER BEEN PUBLICLY DEFINED. And, since NO wnbd common
'share'holder HAS EVER VOTED ON ANYTHING, EVER,
we shorters always bet that the "Preferreds" ALWAYS
OWN AT LEAST AN UNDILUTABLE 80+% OF ALL wnbd VOTES + ASSETS.
And, it they want/need any more, they can 'vote' to
give themselves as many more, as they ever want, whenever
they want. And NO common 'share'holder can Ever 'vote'
against Any 'Dilution' of their 'shareholder value' , EVER.
And, the U.S. SEC will Never help any wnbd common 'share'
buyer + holder + averaging-downer, because :
1] wnbd is a NON-U.S. [= Foreign] share seller, And
2] wnbd is a DELIBERATELY NON-REPORTING PINKY, And
3] The SEC has ALWAYS WARNED, ON ITS SEC.GOV WEBSITE, TO
NEVER UNVEST IN ANY DELIBERATELY NON-REPORTING FOREIGN PINKY.
extra, Sincerely. But, just opinions, based in Facts.
P.S. ; Foreign + pinky + totally-non-reporting 'stocks' ,
with TOTALLY UNDEFINED CONVERTIBLE PREFERREDS, exactly like
wnbd, are the favorite + riskless + quickest money makers
for shorters, [and 'Lucky Flippers'/Insiders, and the
printers/dumpers of endless 'new shares'].
P.P.S. ; Ask a mod to call a wnbd 'exec' , to ask him if
he ONLY Makes Money If His Totally SELF-Controlled 'Stock'
Goes Up. Just like ALL OTHER COMMON 'SHARE'HOLDERS, WHO
DON'T CONTROL ANYTHING, AND ARE NEVER 'ALLOWED' TO VOTE.
swvc 'growth' since birth, 10 months ago...
First, let's look at swvc's 'Share Structure' .
From 184 Million Fully Diluted shares in July, 2007
All the way up to 20-50 Billion in May, 2008
That's MORE THAN 10% DILUTION PER WEEK, COMPOUNDED
EVERY WEEK, SINCE swvc was born, Only 10 months ago.
[Which is mathematically equal to 60% DILUTION,
PER MONTH, COMPOUNDED EVERY MONTH, FOR 10 MONTHS,
so far, with Much More Already Promised + Planned,
as swvc 'acquires' more Toxically-Financed, cash-burners.]
That's AT LEAST 100 TIMES AS MANY 'SHARES', in only 10 months,
which is an INCREASE OF 10,000% in Fully Diluted SHARES,
with No End In Sight, except for the usual 'remedy' for
penny/pinky/ponzies. The Annual 1-for-1,000 Reverse-Split.
Bottom Line #1 : swvc is the #1 Most Massive + Toxic Diluter
of any pinky or penny that ever traded.
Secondly : Lets look at swvc's 'assets' . A collection of
money-losing + cash-burning, toxically-financed, lowest-tech,
non-competitive shops; in a small geographic region, that
is permanently depressed. 30+% of all 'residences' were
Vacant, even BEFORE the current world recession started.
And, it is so sparsely populated, that Everything is far
away from the few remaining local 'residents' , and not
even on the radar for any tourist or visitor. While gas
prices keep hitting all-time highs.
Bottom Line #2 : All supplies are trucked-in to swvc's shops,
and keep costing More. While even the 'average local' can't
afford to drive to their closest + over-priced swvc shop,
and 'drive-in' tourists stay far away, More Than Ever.
Thirdly : Let's look at the price of swvc's common share .
It's Down, more than 95% , since its double pump&dumps,
in late 2007. And, making new lows, every week. So, swvc is
still in dumping mode. And, has been, for 8 months. And,
even at swvc's new low price of $0.003 , it is still Way
Over-Priced; because, swvc has ~35 Billion Fully Diluted
shares today [at least, by our calculations]. Doing the math;
$0.003 x ~35 Billion = $100,000,000 Market Cap , which is
pretty high for a bunch of money-losing, leased store fronts,
in a small, always-depressed region, at the beginning of a
world-wide , multi-year recession/depression.
Bottom Line #3 : swvc will probably sink another 90% in
price, by Christmas, and do a 1-for-1,000 Reverse-Split,
to partially 'restore' the 'Intrinsick Vallue' in the Valley.
extra, Sincerely. But, just opinions, based on Facts.
P.S. ; And, these are current Facts. Not Multi-Year-Old
reprints, of past swvc PR's, that have already proven
to Not Be Able To Stop swvc crashing, no matter
how many times they are re-pumped.
P.P.S. ; Let's not forget about the non-swvc-issued PR's ,
that keep appearing in the Local News. Like, the 'letters
to the Editor' [and the SEC] about swvc's excessive +
continuing damage to All common shareholders. And, the
FBI Investigation into the huge Credit Card + Identity
Thefts, while swvc was 'updating its computers'. By the way,
when this 'happens' , to most Real Companies, they
Immediately + Publicly Announce that they are fully insured,
IF THEY ARE INSURED, AND IF THEY WERE NOT AT ALL LIABLE,
INCLUDING NEGLIGENT IN THEIR COMPUTER SECURITY PROCEDURES.
So, WHERE'S THAT PR, THAT'S WAY OVER-DUE FROM swvc ?
Maybe a mod could call a swvc exec, and get some new,
and overdue, and Most Important, Real PR News. And try to
fit it in, between daily repeats, of old, swvc non-news PR's.
'The bottom' will occur right before,,,
the Reverse-Split is effective,
[probably before Christmas].
Next Friday, swvc will probably close below $0.0029 ,
with or without the 2008 Q1 10-Q , and longs will re-start
averaging down, and predicting where they can find their
next new bottom.
If the 10-Q is not late, or delayed, [like the 10-K was],
it will prove that swvc is still losing money + burning cash,
And printing Toxic Convertibles, faster than ever.
And, Q2 will be Much Worse than Q1, because it will have to
include All of NCH's new losses. Plus the extra new salary
for the new COO , and his new 'Director' salary.
And the 'Outside Expenses' of cash to his long list of
'Outside Consulting companies' , that are about to sign-up
swvc as their first 'Outside customer'. [Let's see if the
Outside Auditors sign-off on this new twist, next Quarter.]
[Or, if swvc has to try to find some newer Auditors.]
If the new swvc COO is such an 'experienced expert' in
'Selling Low-End Food Franchises' and 'Buying All Of Their
Food + Supplies' , why doesn't he just do it 'Inside' swvc.
What else does he have to do. After all, the old Hackett's
'managers' are all still being paid to keep running their
old family shops.
But, none of the above is nearly as important as swvc's
share structure. Last month, swvc's float was diluted by
'only' 10% , [which is much less than average, temporarily];
BUT, the Fully Diluted exploded by 40+% , thanks to the
new COO's new Floorless+Toxic Convertible Preferreds, which
can be converted + dumped into the float, any day, with no
restrictions. And, every time the COO converts 1 share, the
CEO gets 4 more, because his 80% Can NEVER Be Diluted.
In addition, All of YA's Toxies, And the 10.2% 'Family Toxies'
are now free to convert + float in, also with No Restrictions.
Real Investors ONLY CARE ABOUT FULLY DILUTED SHARES,
especially if they are Exploding, Constantly, at ~100%
PER MONTH, ever since swvc had 'only' 184 Million Fully
Diluted shares, just last July. Today, there are at least
20-50 Billion, that we know about. [Just add up ALL of the
convertibles, and divide them by Friday's closing price;
then add them to the current float + restricteds; and then,
MULTIPLY THAT TOTAL TIMES 5 [because the CEO Must Always own
80% of Everything].
extra, Sincerely. But, just opinions, based on Facts.
Looks like wnbd is getting ready to fill,,,
that January, pre-pump, 100% gap.
We expect shorters to jump in [actually out, first]
any day now. And cover, in ~2-4 weeks at $0.009
wnbd has several serious problems.
All related to being Totally NON-Reporting + NON-U.S.
No one but the CEO knows where the cash goes.
And, no one knows how little of wnbd is 'owned' by
All of the common 'share'holders , Combined.
But, we do know that there are 10 Million "Preferreds" .
Typically, they own an UNdilutable 80+% , for 'reporting'
companies. We can only assume that it's much Higher, for
Totally NON-Reporting 'companies' , like wnbd.
extra, Sincerely. But, just opinions, based on Facts.
P.S. ; THERE IS ONLY 1 REASON TO BE TOTALLY NON-REPORTING.
Especially for a 'company' that dilutes + pays high salaries.
A lot can vanish in one year...
10 months ago, swvc common shareholders owned 100%
9 months ago, swvc common shareholders owned 20% [=Down 80%]
6 months ago, swvc common shareholders owned 9.8% [=Down 51%]
1 month ago, swvc common shareholders owned 4.9% [=Down 50%]
Who knows what they own Now. But, it NEVER goes up.
And, it goes down, Fast, with each new 'acquisition' ,
which Only, Ever, benefits the 1+only voter in swvc, forever.
There are 4 possibilities :
1] swvc booms. And common shareholders 'share' of swvc
sinks faster than swvc 'assets' grow via 'acquisitions' .
2] swvc survives. And all extra cash is blown on increased
salaries + bonuses + expenses, and 'transfers' to 'outside'
companies, owned by swvc 'Friends'. [e.g., the COO's
'Franchising' company + 'Supplies Buying' company.] [And,
he has several more, and can invent a new one any day.]
This appears to be swvc's Insider-Only 'Business Plan' ,
from Day-1 , when swvc 'acquired' its Super-Toxic 'shell' ,
that has already cost common shareholders $20+ Million.
Which is 100 Times more expensive than a Brand New, and
Totally UNcontaminated shell.
3] swvc 'sells' any accidentally profitable holdings. And,
the cash flows in+out of swvc, ASAP. And, guess who buys
the 'profitable' spin-offs, at bargain prices, with zero
debt [which is why they turn profitable].
4] swvc fails, via BK. Everything is liquidated, again at
bargain prices. [Guess who 'buys' the good stuff.] And, the
BK cash is used to pay all real debts first. Then, the
Preferreds must be 100% paid-off, Before Any common
shareholder gets 1 penny.
The 4 possibilities are All Good, for swvc Insiders, and
lucky flippers, and swvc shorters.
extra, Sincerely. But, just an opinion, based on Facts.
P.S. ; There is a Fifth Possibility, which is even better
for lucky flippers, and swvc shorters. Because the swvc
Insiders also get zero. Or less, if disgorged, to cover
1-5 years rent, in Hotel Fed.
copi is Down 98.5% , in 12 months,,,
and Down 78+% since the recent pump, ~3 months ago.
copi has Always Lost Money, since 2002 ,
and now, its 'revenues' are declining, for the last 6 months,
and its costs are increasing, because they have to pay back
2 old execs, who 'deferred' their excessive 'salaries' since
last July. Then, they 'hire' a new exec salesman, who is
even more overpaid, and they 'plan' to hire more, ASAP.
But, most of all, we like copi's Share Structure.
Insiders own 87% of copi, and 87% of All votes, and can vote
themselves more votes + Toxic Convertible Preferreds, any day.
And, Insiders own NO COMMON SHARES. So, they will NEVER vote
to give Any common shareholder 1 penny, before their own
Insider Preferred [and interest bearing/accruing] 'Loans'
are 100% paid-off.
And, copi's Only 'product' is price-controlled by Moore's
Law, which guarantees that copi's 'revenues' per call will
drop, ~50% every 18 months. This is a Proven Fact. Just
read copi's Financials, as Already Filed, with the SEC,
every ~3 months.
We make money shorting Only micro-companies that fit the
copi 'profile' , as follows :
1] Must have 'revenues' + U.S. employees, that are needed
to 'make + sell' their 'product'. [copi is better than
average, because its 'revenues' are Decreasing, while its
'employee costs' are Increasing.]
2] Must have always lost money. [copi is much better than
average, because it has lost money for 6 years. Most pinks
and pennys are BK within 3 years; and 90% of All of them
lose More than 90% per year in price-per-share. Again, copi
is great; Down 98.5% in 12 months, and Down 78% in just the
last 3 months. "Down 78% Quarterly" = Down 99.7% Annually.
3] Must have a Toxic Share Structure, where Insiders own
more that 50% of All votes + assets; which allows them to
vote themselves more, any day; without Any of the common
'share'holders ever voting on anything, or even 'attending'
a 'share'holder meeting. [copi, again, is much better than
average; with Insiders owning Only Toxic Convertible
Preferreds, that UNdilutably own 87% of All votes, as they
accrue interest.]
By the way, we could never figure out why any long would ever
buy $20,000+ 'worth' of common shares from Any pink or penny.
Especially if the pink/penny already has Toxic Convertibles.
It's better for the pinky to sell another Toxie, directly
to the new buyer, for cash. The pinky keeps All of the cash,
[because no Brokers or lawyers are involved, if the pinky
just makes a copy of an old Toxic Convertible Agreement],
and, the pinky buyer gets Preferred + UNdilutable shares,
that pay interest, and get 100% paid-off Before Any common
shareholder gets 1 penny.
In summary, we make money shorting stocks like copi, and copi
is one of the best shorts, for the last 12 months. So, we
make money, and retire early, and save time, for real life.
Whereas, longs just keep losing 90+% per year, which is
a waste of money, and lasts a lifetime.
P.S. ; The SEC publishes statistics that prove that 90+% of
pinks and pennys lose 90+% per year, and common shareholders
lose 100% within 3 years, in any 1 pink [as it goes BK, or
merges away, or gets de-listed, or worse]. These statistics
have been maintained for 20+ years. And, what's bad for longs,
is great for shorters [and lucky/Insider flippers]. And, this
year should be better than ever, because the SEC Cancelled
their annoying "Up-Tick Rule" , which Had Been slowing down
shorters for 70+ years. Now, it's a fair game. Longs can keep
buying, on up-ticks [as always], and shorters can now keep
shorting on down-ticks, without waiting for an up-tick. It's
much more efficient, and quickly profitable.
extra, Sincerely. But, just some opinions, based on Facts,
including All of copi's SEC Filings, and PR's.
The 10-Q is probably going to show,,,
another decline in revenues, for 2008-Q1 ,
just like the 10-K proved for 2007-Q4 .
That would make it 2 Quarters in a row, of declining
revenues, probably due to "Moore's Law" , which requires
that computing costs, [and automated computer services,
which is all that copi sells], must drop 50% every 18 months,
to stay competitive.
A 50% drop in copi's 'per-call' rate, every 18 months,
is equivalent to an 11% drop every Quarter,
compounded Quarterly. And, that appears to be happening,
according to copi's Financial Filings with the SEC.
And, as revenues decrease, cash losses increase,
and, at a much faster rate. Usually, for micro-caps,
if 'revenues' Drop 11% , Losses Increase 22% , because
there are Not many Fixed Expenses to cut. And, copi already
did as much 'cost-cutting' as possible, starting last July,
when they started 'deferring' exec salaries.
The worst thing for copi to do, while burning cash faster,
as revenues decline, is to hire more over-paid execs. But,
that's exactly what copi did. And, copi even 'plans' to hire
another one, very soon.
In view of the above, we believe that the 'new salesman' was
hired to sell copi, ASAP, before it runs out of cash, which
even the copi execs admit will happen, before Christmas.
If copi is sold, the Insiders will try to collect up to 100%
on their preferreds [which own 87% of All votes]. They have
No Incentive to try to hold out for any higher price, because
All of that Extra Cash would only go to common shareholders,
But, the copi Insiders, who own way more than 51% of All
votes, Don't Own ANY common shares. Guess how they will vote.
By the way, this is probably why the copi Insiders have Not
been 'converting' their Preferreds to commons. The Preferreds
must be 100% paid-off, before Any common share gets 1 Penny.
Anyway, the 10-Q may already be out today,
but 'not-quite' Filed with the SEC.
The last few days of copi trading sure look like
p&d by those who may have 'early access' to 10-Q info.
extra, Sincerely. But, just opinions, based on Facts,
and copi's SEC Filings, and PR's.
P.S. ; It appears that the shorters + flippers were
triggered today. Even earlier than we expected. That's
why we prefer to use GTC limit orders, and adjust their
trigger points, while monitoring live trades. [It costs
much less than it is worth; 1 trade, at a slightly better
price, pays for a year of live streamers.]
Also, in view of the earlier than expected copi crash, and
the large drop in only the first day of the 'correction' ,
and the fact that the 10-Q is still Not Officially Public,
we expect that shorts may only partially cover at 0.016 ,
and move most of their cover-triggers down to 0.012 , or less.
GLTA. Especially day-traders, long and/or short.
copi's share structure is 13% common,,,
and 87% floorless/toxic/ convertibles, with All restrictions
erased within 6 months, according to the new SEC Rules.
So, copi already has more than 1 Billion Fully Diluted
shares, for a Fully Diluted Market Cap of ~$30 Million.
Which is Way Too High for a company that has Always Lost
Money [for 6 years], and with decreasing revenues in the last
reported Quarter, and Annual Sales of less than $2 Million,
AND, A 'PROFIT' MARGIN OF MINUS 65%. Which means,
for every $1 Million in 'gross revenue' , copi LOSES $650,000
Also, since commons only own 13% of the votes [and still
decreasing], their votes can never count [even if they ever
vote], because Insiders own 87% of all votes; and, those
Insiders can vote themselves more, any day.
Also, if copi is bought out, or goes BK, the convertibles
must be 100% paid-off, in cash, before Any common shareholder
gets even 1 penny. We see only 2 likely possibilities :
1] copi barely survives until slight profitability, and gets
bought out, for barely enough to pay-off the Insiders, who
own all of the convertibles, and none of the commons.
2] copi keeps losing cash too fast, and goes BK, by next year,
and even the convertibles don't get paid off.
Either way, all common shareholders get Zero, within 2 years.
But, short-term, copi is looking good again, for flippers,
and shorters. Everyone knows that the next 10-Q, which is
supposed to be Filed by next week, will prove that copi is
still burning cash. copi's own execs already know it, and
publicly admitted it, and Q1 already ended, 5 weeks ago.
And, Q2 will probably be worse, because copi hired another
high-paid exec. And, Q3 will be even worse, because copi
'plans' to hire another salesman. And, the other 2 copi
execs 'plan' to quit 'deferring' their salaries, And, start
collecting their previous 1 year of deferrals.
Then, there's 2008 Q4. But, it's reported in a 10-K, which
combines it with Q's 1+2+3. So, another guaranteed loss will
most likely be reported. For the next 4 Quarters, from now,
through next April, at the very least. By then, copi will
most likely be out of cash; and sold out, or BK.
extra, Sincerely. But, just opinions, based on Facts,
as Filed with the SEC, or by copi's own execs, in their own
PR's. As in the past, we expect copi to drop about 50% , by
the end of next week. Or sooner, if the Q1 10-Q is Filed
before the deadline, or, if its contents leak out early.
P. S. ; As usual, we expect the short-term shorters to
swarm in, as soon as copi peaks, and drops 20% ,
probably next week. We expect the short-term shorters
to start at 0.024 , and cover within 2 weeks, at 0.016 ,
for a quick 33% profit. And, the flippers will help the
correction by selling at 0.024 , and buying back 50+%
more shares at 0.016 , or less.
swvc common shareholders have Never been allowed to vote...
While their 'intrinsic' common shareholder 'value' just
keeps sinking. Down 96+% in Only 8 months. From 0.0860 in
September 2007, to $ 0.0031 in May 2008 [so far].
And, the 'voting power' of all common shares combined
has been reduced, from 100% in July, to 20% in August,
to 9.8% in October. And, the NCH 'deal' last month has
cut it in half again, to less than 4.9% today. It's All
in the SEC Filings. And, NO COMMON SHAREHOLDER WAS EVER
EVEN ALLOWED TO VOTE AGAINST ANY OF THIS.
At the same time, the "Agrifuels Assets" were Removed,
while the swvc commons paid off their $20+ Million in
toxic-shell debt. And, the swvc commons are still paying
for the always-money-losing WiseBuys, with all of the cash
going to the swvc Insiders.
The CEO + the Board Of Directors of Publicly Traded U.S.
companies have 'Fiduciary Responsibilities' to their common
shareholders, Above Anything Else. In swvc's case, the CEO
IS 100% of the 'Board of Director' , and it appears that he
may have personally profited by selling his 'family' owned,
always-money-losing WiseBuys, with its toxic debts, directly
to swvc common shareholders. And, by removing the "Agrifuels
Assets" , and leaving the toxic debt for swvc common
shareholders. And, drawing excessive cash salary.
The best time for common shareholders to act, is BEFORE their
Removed Assets are Removed Permanently, sometimes to far-away
places. Exposure in the Local Newspapers is often the best,
and easiest, and quickest, and most cost-effective 'option' ,
especially when local, publicly-elected 'officials' are still
personally benefiting. And, it is the best way to get the
SEC to act quickly, to preserve whatever is remaining of the
'removed assets'. For those who prefer to 'just keep waiting
to see if swvc does good in 5 years' , just check the Sulja
story. And, the 'net' now includes many who 'recommended'
just waiting + averaging down.
Also, the 'going private' trick has been used before. swvc
has already been doing it, as common shareholders have seen
their 'ownership' of swvc 'assets' drop from 100%, to 20%,
to 9.8%, to 4.9% [or less] Today. And, still dropping fast,
as toxies are 'converted' , and float in. And, things get
much worse during Reverse-Splits, where all old shares are
'replaced' with new shares, with a new symbol. For a good
example, just check the Pearl story. Only "up to 40%" of the
old assets were transferred to the new stock.
This may be the best + last chance for current + past
owners of swvc common shares to recover up to 50% of their
damages. The longer they wait, the less there will be. And,
the local public press is the fastest method. And, watch out
for 'advice' from long-term 'outsider' friends of swvc. Many
have 'moved on' recently, possibly with flipping profits,
that could be 'disgorged' , if a Judge smells something
fishy in the Seaway.
extra, Sincerely. But, just an opinion, based on facts.
P.S. ; Free public exposure of their company is often good
for the common shareholders. Especially Before their old,
and previously owned assets, float to far away.
P.P.S. ; The above info has already been distributed to
several of those who should care, and could do something.
And, it could even be copied into a '95+% Disenfranchised
Shareholder Letter' to the Editor, of any newspaper.
swvc continues to be #1 in ,,,
rapid destruction of 'intrinsic common shareholder value' .
Here's what appears to be swvc's 'business plan' :
1] Start with nothing, except a super-toxic shell,
'bought' from an old friend, and make Only common
shareholders pay ~$20 Million for it. [Which is ~100x
the cost of a Brand New, UNcontaminated shell.]
2] Acquire only companies that have always lost money.
3] Concentrate all acquisitions in a permanently
depressed region of the U.S.
4] Start acquiring at the beginning of a world recession.
5] Only acquire stuff from friends + family, and pay for
them in cash, or floorless toxic convertibles, that can be
converted into cash immediately, with no restrictions.
6] Only use toxic 'financiers' , with a long + well known
reputation for rapidly sending their short-term 'clients'
into guaranteed inescapable financial 'death spirals' .
7] Pay huge cash salaries + options + bonuses to insiders.
8] Set up 'subsidiaries' , and 'hire' outside 'companies' ,
that are also owned + operated by friends + family, to
immediately remove any excess cash that may accidentally
appear inside the parent 'holding company' .
9] Dilute common shareholders by at least 50% per month.
10] Overpay an IR 'company' , that specializes in toxically
financed + massively diluting 'similar' public 'companies' .
They are the best at 'widely distributing' PR's that will
'assure' that everything is going 'according to plan' .
Then, just let the common shareholders repeat the PR's, as
they continually 'average down' , and say that they are 'in'
for the 'long haul' , no matter what the SEC Filings keep
proving. Because, it takes a long time to build a holding
company with 'Intrinsic Value' , using the above 'plan' .
extra, Sincerely. But, just our opinions, based on facts.
P.S. ; We expect a 1-for-1000 Reverse-Split for Christmas.
[Assuming that swvc is still trading.] We estimate that the
current 'Fully Diluted' of swvc is at least 50 Billion,
after all current toxies are converted. And, almost all of
them can be converted + sold, Now. Only a few have any
'restrictions' , but, thanks to some new SEC 'rules' ,
All restrictions expire within 6 months.
If swvc keeps 'acquiring' toxies + massively diluting, they
will still have a 'Fully Diluted' of over 1 Billion, After
the ~1-for-1000 Reverse-Split, in less than 8 months.
After all, swvc was already able to 'achieve' a growth of
~272x in Fully Diluted [from ~184 Million last July,
to ~50 Billion Today] , in just their first 10 months.
[That's 75%, per month, compounded monthly.]
Another 20x in the next 8 months, [which is only
45% per month, compounded monthly] , should be no problem.
We have never seen any public 'company' grow their Fully
Diluted share count any faster than swvc. Definitely #1 .
Let's see how the IR guys try to spin the Q1 cash loss, that
is supposed to be Filed in the swvc 10-Q , due next week.
We expect them to 'highlight' only 'revenue growth' ; and
forget to mention that it came in as #3 , far behind the
growth of swvc Expenses + Fully Diluted swvc common shares.
GLTA, especially long-termers + averaging downers.
[ Short-term flippers + shorters don't appear to need any
luck, as long as the swvc business plan keeps working. ]
copi already admitted guaranteed losses for 1+ more years...
Just ask them to try to 'predict' otherwise.
And, if copi tries to predict 1 penny of actual 'profits' ,
let's see what the SEC has to say about that.
Meanwhile, we all 'expect' that copi will just keep losing
more cash, and dumping more 'shares' , and probably require
a Reverse-Split within 1 year.
Unless copi sells-out. In which case, we see Absolutely
Zero Chance that Any Common 'share'holder will ever collect
1 penny.
extra, Sincerelyest. But, just IOO, as always.
The swvc 'repayments' will probably be prioritized by ,,,
the SEC and/or the BK Judge.
We see a way too many 'coincidences'
all happening, in just the last few days :
1] The swvc 'update' PR. From out of the blue,
that says nothing new, except, maybe, to try to
cover-up for past confusions of swvc common shareholders,
directly caused by previous swvc PR's, and Filings, and
those who keep repeating 'mis-interpretations' of them.
2] Recent requests for 'Information Updates' from those
who seem to be making progress, and updating their files,
on the swvc 'irregularities' , and a few other remarkably
similar companies, w.r.t. share-structure + helpers.
3] Changes in swvc leadership + support, inside + outside,
being initiated from inside + outside.
4] The ARCA 'activities' , and their supporters.
5] Today's attempted 'last-chance' pump.
We expect that activities around swvc will now be
accelerating quickly, since they appear to have moved
into a more microscopic phase.
extra, Sincerely. But, just an opinion, as always.
By the way, has anyone ever seen a common 'share'holder of
any penny or pinky stock, ever collect 1 penny, after it's
too late? And, did anyone else get an 'Info-Update' Request?
It's nice to see our Tax Dollars being spent usefully.
We're ready. After this pump peaks,,,
and drops 20% , it should take ~2 weeks to be back to $0.01
Then, ~15may , the 10-Q should be filed, proving the
continuing losses for 2008Q1 , which ended 4 weeks ago.
And, the 10-K , Filed only 2 weeks ago, included this
update for 'cash-flow-neutral' , [which means, in plain
English, 'still not profitable' ].
Here's the proof :
[ Note : We CAPITALIZED the Most Important Words. ]
" Last quarter, the Company projected that it would be cash flow neutral by the end of the second quarter of 2008. This projection assumed a sales executive would be employed in November 2007, and that a new major distributor would be fully established. DELAYS on implementing these plans have forced management to REASSESS its expectations as to when Cash Flow Neutral operations may be realized. Until cash-flow neutral operations are attained, of which THERE CAN BE NO ASSURANCE, ADDITIONAL CAPITAL WILL BE REQUIRED to finance current operations as well as any growth. The successful raising of $2.5 million from the sale of Series A Preferred Stock enabled the Company to fully repay and cancel its then outstanding secured convertible debentures and repay its officer collateralized $100,000 bank line of credit. The repayment of this debt and exchange of other debt for preferred stock have significantly reduced the Company’s anticipated financing expenses for 2008. The balance of the proceeds raised from the Series A offering will be used to fund the Company’s OPERATING SHORTFALLS OVER THE NEXT THREE QUARTERS. "
Which means, GUARANTEED TO LOSE MONEY EVERY QUARTER OF 2008.
And, that 'performance' won't even be Filed in a 10-K until
next April, 2009. And, only if copi can keep borrowing cash.
By the way, there are 5.64 Million Preferreds Already
floating, out of 10 Million already Authorized. And, each
1 converts into 100 New UNrestricted common shares, any time.
So, ALL common 'share'holders today own Only ~132 Million ,
of the 696 Million Fully Diluted copi shares. And, 20 Million
of those are "Options" that the copi execs 'Awarded'
themselves, probably to make-up for 'deferring' part of their
excessive salaries until July. So, outsiders own less than
112 Million common shares.
That's Only 16% [ = 112 / (132 + 564) ]
So, forget about ever winning a 'share'holder vote, which is
Required, to approve or reject Any Sell-out to, or Take-over
by, Any Outside company, or, to 'Go Private' .
Also, ALL of the Preferreds, that are Not yet converted to
common, must All be 100% paid-off, BEFORE any common share
is paid ANYTHING, if copi is bought-out, or goes private,
or goes BK.
When Real Companies buy smaller companies, in today's market,
they usually pay 1-2 times Gross Revenues, and MUCH LESS, for
a company that has NEVER BEEN PROFITABLE, And, admits that
they can't possibly be profitable for at least 1 year, and
admits that they will need more new cash Before then. [Sounds
just like copi, so far.] So, what does copi do, and PR ?
They hire another high-paid exec. [And, the longs love it.]
Anyway, let's assume that msft or vrsn offers to buy copi.
It might be worth 2-times-Revenues, if it ever was, or soon
would be profitable, at ~5% of Gross Sales, at least. Well,
copi's "Total revenues for the year ended December 31, 2007
were $1,814,884 " . Let's call it $1.82 Million . But, the
Preferreds get the first $5.64 Million , which is More than
3-times-Gross. And, all other copi bills + debts have to be
100% paid-off Before even 1 Preferred gets Anything.
But, copi does have a couple of Extra values :
1] Current cash balance : But, that will be all burned in a
few months, so it's worth $zero Extra.
2] Corporate Income-Tax Loss Carry-Forward : Which could be
big, because copi has always lost money, ever since birth,
in 2002, we think. But, copi forgot to report their
accumulated loss in their 10-K. We think that it could be
close to $3 Million. It was $1.19 + $1.24 Million in 2007 +
2006 , respectively. That's just like cash, to a Real +
Profitable + Tax-Paying company, like msft or vrsn; But, it's
only worth the Corporate Tax Rate, which is ~35% ; So, the
$3 Million Carry-Forward is only worth about $1 Million ,
if copi is sold to a profitable company, that could use it,
before it expires, in 10-20[?] years.
Some long should call copi, and ask them to PR their total
accumulated tax-loss carry-forward, to attract a buy-out bid.
After all, it is copi's only valuable asset.
The bases for some of the above opinions are in the 10-K ,
and provided below, between the " ****** " s :
[ Note : We CAPITALIZED the Most Important Words, again. ]
*********************************************************
Existing Stockholders WILL EXPERIENCE SIGNIFICANT DILUTION From The Conversion Of The Serial Preferred Stock Issued In December 2007
In December 2007, we issued three series of preferred stock. There are presently 5,635,709 shares of serial preferred stock issued and outstanding. These shares are CONVERTIBLE ANYTIME, at the option of the holders, into 563,570,900 shares of our common stock. Significant dilution WILL OCCUR if the preferred stock is converted into common stock which could ADVERSELY IMPACT the market price of our common stock.
CONTROL By Existing Stockholders May LIMIT Your Ability To Influence The Outcome Of Director Elections And OTHER MATTERS Requiring Stockholder APPROVAL
Our executive officers, directors and entities affiliated with them, in the aggregate, hold approximately 42.9% of the entire voting power of our outstanding voting securities as of March 20, 2008. If they were to act in unison, these stockholders could be able to exercise control over matters requiring approval of our stockholders, including the election of directors and approval of SIGNIFICANT CORPORATE TRANSACTIONS. This concentration may also have the effect of delaying or PREVENTING a change in control of our Company, which could have a material ADVERSE EFFECT on the value of the COMMON STOCK. Our executive officers, directors and their affiliates may take these actions as stockholders EVEN IF THEY ARE OPPOSED by you or other stockholders of our Company.
We Have Certain Provisions In Our Charter Documents That Could Delay Or Prevent An ACQUISITION Of Our Company, Even If Such An Acquisition Would Be BENEFICIAL To Our Stockholders
Provisions of our Articles of Incorporation and Bylaws allow our Board of Directors to ISSUE SHARES of authorized common stock WITHOUT having to obtain the APPROVAL of stockholders. Such provisions could make it MORE DIFFICULT for a third party to ACQUIRE us, even if doing so might be BENEFICIAL to our stockholders.
Our Board Of Directors Has The Authority To ISSUE Serial PREFERRED Stock Which Could Adversely Affect The RIGHTS Of Our COMMON Stockholders And The VALUE Of Our Common Stock
Our board of directors is authorized to designate and issue shares of serial preferred stock, in its SOLE DISCRETION. In the exercise of such discretion, our board may determine the voting rights, if any, of the series of serial preferred stock being issued, which could include the right to vote separately or as a single class with our common stock and/or other series of serial preferred stock; to have MORE or less VOTING POWER per share than that possessed by our common stock or other series of serial preferred stock, and to vote on certain specified matters presented to our stockholders or on all of such matters or upon the occurrence of any specified event or condition. On our liquidation, dissolution or winding up, the holders of serial preferred stock may be entitled to receive PREFERENTIAL CASH DISTRIBUTIONS fixed by our board when creating the particular series of preferred stock BEFORE the holders of our COMMON stock are entitled to receive ANYTHING. Serial preferred stock authorized by our board could be redeemable or convertible into shares of any other class or series of our capital stock. Accordingly, issuances of serial preferred stock could adversely affect the rights of holders of our common stock and this power could ADVERSELY AFFECT the market PRICE of our COMMON stock.
***********************************************************
extra, Sincerely. But, just IOO, as always.
P.S. ; In our opinion, it is not wise to believe that copi
common shares will ever trade for $1 , without a large
Reverse-Split, or cash buy-back of common shares, [which is
not likely, because copi has always been about to run out
of cash]. copi currently has ~700 Million [or more] Fully
Diluted shares Already Issued [and Billions more already
Authorized, and more could be voted in, any day, Without
Approval by any common 'share'holder]. For a copi common
share to trade for $1 , it would have to have a multi-year
record of making at least $35 Million per year in AFTER-Tax
Profit, which is ~$50 Million per year Before Taxes. But,
copi's Gross Sales are LESS THAN $2 MILLION PER YEAR, and
copi still 'manages' to LOSE OVER $1 MILLION PER YEAR.
For copi to be 'fairly valued' at $0.01 , it should be paying
taxes on $500,000 profit per year, Because of copi's huge
debts, and share-structure, and 700+ Million Fully Diluteds.
GLTA. We're all hoping that copi spikes to $0.03 on today's
'news' . And, to $0.05 if copi PR's their Accumulated
Tax-Loss Carry-Forward. But, copi must publish that Tax-Loss
PR Before they File their next cash-negative 10-Q , in only
17 days.
Thanks soapy + swvc. We physics guys just love ,,,
to tackle problems that appear difficult, at first,
but quickly unravel when basic Facts + Math are
applied.
swvc has provided more than enough Facts, in their
SEC Filings. Especially in the last 2 weeks.
And, the swvc price+volume Factual Data certainly confirm
the svcc Filings to the SEC.
Where we can profit, is, if we understand more Facts,
faster than the trailing stock market.
So, swvc looks like an almost riskless short, down to
$0.0001 , followed by a Reverse-Split, if it is not BK,
or prohibited from trading before the Reverse-Split.
We know the price must keep sinking. We just don't know
how to predict the time-frame. We expect a simple
continuation of the -50% per month, because that is what
swvc has always 'achieved' , since the last pump, to $0.086
early last September [less than 8 months ago].
Our best guess is just a continuation of the "trend" ,
which is our "friend". Just like predicting tomorrow's
weather. If you guess "The same as today, plus or minus
5 degrees" , you will be correct, ~70% of the time in
tough places, and ~90% of the time in easy places, like
Hawaii, or Southern Calif. The same should be true for
swvc, now that their self-inflicted, death-spiral
collecting is more fully exposed, and recognized by even
most of the oldest swvc longs. Not counting those many
who have already sold out, or more than 75%, and almost
all for a loss, and all of the remaining longs are in the
red, with this Super-Toxic, Massively-Diluting, ~pink.
GLTA. Tomorrow should be fun. Gotta go.
For some of us EuroShorters, tomorrow starts in 3 hours,
and earlier for guys who place pre-opening orders.
From the svcc 10-KSB, dated April 15, 2008
Warning: This is the longest [but best] swvc post ever. It
could save swvc longs $4.92 Million [= $0.0041 x 1.2 Billion],
if they read it, and act fast + first. To save time, skip
over the documented proof. It's just copied from the svcc
Official SEC Filings, which everyone should have totally
read, and completely understood by now. [Or, hired a
Securities Lawyer, and an Auditer CPA, to save time, And, A
Lot Of Money, even after paying those 2 Real Experts, who
don't read stock blogs, on purpose.] Just to be fair, we are
submitting this post, so we are all on the same starting line,
when we start shorting swvc down to $0.0001 , and then cover,
and wait for the Reverse-Split, or BK, whichever occurs first.
*1] First, the Company is SVCC, Not swvc.
swvc is just the current stock trading symbol,
which could change any day, as may be required,
for Reverse Splits, or Mergers, or just for fun.
The "Company" that Files Everything, and is Referenced
in All of its Documents + Filings is :
" SEAWAY VALLEY CAPITAL CORPORATION " = SVCC
Here's the {1} proof , between the {1}11111{1} stuff:
Feel free to skip it, and scroll directly down to " *2] " .
{1}1111111111111111111111111111111111111111111111111111{1}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
COMMISSION FILE NO.: 0-52356
SEAWAY VALLEY CAPITAL CORPORATION
{1}11111111111111111111111111111111111111111111111111111{1}
*2] Some interesting stuff about Series C , and what svcc
common shareholders were forced to pay [since they can't
ever vote, no or yes, on anything, ever], directly to
TS + family + friends, to 'acquire' their micro-chain of
always-money-losing WiseBuys outlets, which owned nothing,
except a few rental agreements, and some old 'merchandise' ,
that they had to immediately liquidate, at garage-sale prices.
The old WiseBuys Family got $5,832,944 'worth' of Series C
Convertible Preferred Stock [1,458,236 shares @ $4.00]. And,
it pays no interest or dividends, so there is ABSOLUTELY NO
REASON TO NOT CONVERT IT, ASAP. Especially because they can
'convert' All of it at 22.25% of the swvc 'market price' ,
floorlessly, + thus, Toxicly. So, at swvc's last price, of
$0.0041 , they could convert + dump :
$5,832,944 / 22.25% = $26,215,478 'worth' of new swvc shares,
which, at $0.0041 each, means :
$26,215,478 / $0.0041 = 6,394,019,000+ More Brand New Shares,
starting Tomorrow [or, ever since October 23, 2007].
And, when those ~6.4 Billion new shares float in, TS's
Fully Diluteds, from his Series E [or B, or both] Super-Toxic
Never-Dilutables INCREASE BY 4X MORE SHARES = 25.6 BILLION,
FOR A COMBINED INCREASE OF 32 BILLION MORE FULLY DILUTED
SHARES, JUST FROM THE Series C Conversion. And, 6.4 Billion
of them will be Outstanding Floaters, for those of you who
[dangerously + mistakenly] believe that only floaters count,
and Fully Diluted sinkers are invisible to Real Investors.
[By the way, here's the real story on Fully Diluteds, which
any Real Accountant will confirm, because, IT IS AN SEC LAW,
regarding Filing of ALL Earnings Reports. And, thus, is
THE MOST IMPORTANT FACTOR IN EARNINGS-PER-SHARE, AND IN
STOCK PRICE-PER-SHARE. And, ALL Real Investors know it. But,
here's the catch, that is confusing the longs. Fully Diluted
is Only Reported for PROFITABLE Companies, because it makes
the Profit-per-share LOWER, and Meaningful. But, for ALL
money-LOSING 'companies' [like swvc + copi + wnbd], they are
Required to Report Loss-per-UNdiluted[common + trading]share,
Because it will show a LARGER LOSS PER TRADING SHARE, and
prevent the CEO from making his Loss-per-share APPEAR to be
smaller.] And, anything that can EVER be converted, COUNTS,
in Every Earnings Report, if it is 'Issued' , [which does NOT
include UNissued but available 'Treasury Stock'].
But, here's the kicker on those Series C's. If they are NOT
converted, before svcc goes BK, or goes Private, or Merges,
they only get ~$5.8 Million, MAXIMUM; And, Only if that much
cash is available [before any common 'share'holder gets 1
penny]. And, we know that NO CASH IS AVAILABLE IN SVCC,
because, the debts far exceed the assets, and svcc always
keeps losing money, and adding more debts than assets. But,
if the Series C's convert ASAP, they 'convert' their
~$5.8 Million, Zero-Interest+Dividend Loan [to a ~BK 'company'
that won't even let THEM vote], into Immediate CASH,
totalling ~$26.2 Million. That's More than $20 Million Extra,
and for free, And, no worries about getting paid-off for
their ~$5.8 Million No-interest loan, to an already
essentially BK 'company' , that sinks further + faster,
every quarter/month/week.
Here's the {2} proof, or, just scroll down to " *3] "
if you already read + understand the 10-K, and/or trust us :
{2}2222222222222222222222222222222222222222222222222222222{2}
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
On October 23, 2007, Seaway Valley Capital Corporation acquired all of the capital stock of WiseBuys Stores, Inc., which was majority owned by Thomas W. Scozzafava and members of his family. In exchange for the WiseBuys shares, the Company issued to the shareholders of WiseBuys 1,458,236 shares of the Company's Series C Convertible Preferred Stock. The Series C Shares each have a liquidation preference of $4.00 (i.e. a total liquidation preference for the Series C shares of $5,832,944). The Series C shares can be converted into shares of common stock at 22.25% of the market price. The holders of the Series C shares will have voting rights and dividend rights equal to the common shares into which they can be converted. WiseBuys Stores, Inc., which was organized in 2003, owns and operates five retail stores in central and northern New York. It also owns a portfolio of minority investments indirectly through its wholly owned subsidiary, Seaway Valley Fund, LLC. The acquisition was treated as a merger under common control for accounting purposes due to common ownership and control in the Company and WiseBuys. Accordingly, the historical financial information is presented in the financial statements.
Director Independence
None of the members of the Company’s Board of Directors is an independent director, pursuant to the definition of “independent director” under the Rules of The NASDAQ Stock Market.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K
Index to Exhibits
Exhibit Number Description
3.1
Certificate of Incorporation of GS Carbon Corporation - filed as an Exhibit to the Company's Registration Statement on Form 8-A filed on December 7, 2006, and incorporated herein by reference.
3.1(a)
Certificate of Amendment to Certificate of Incorporation – filed as an exhibit to the Company’s Current Report on Form 8-K filed on August 20, 2007, and incorporated herein by reference.
3.1(b)
Certificate of Designation of Series C Convertible Preferred Stock – filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 23, 2007, and incorporated herein by reference.
3.1(c)
Certificate of Designation of Series E Convertible Preferred Stock.
3.2
Bylaws of GS Carbon Corporation - filed as an Exhibit to the Company's Registration Statement on Form 8-A filed on December 7, 2006, and incorporated herein by reference.
10.1
Credit and Security Agreement dated March 4, 2008 among Patrick Hackett Hardware Stores, WiseBuys Stores, Inc. and Wells Fargo Bank, National Association - filed as an exhibit to the Current Report on Form 8-K filed on March 7, 2008, and incorporated herein by reference.
10.2
Exchange Agreement dated March 4, 2008 between Seaway Valley Capital Corporation and YA Global Investments, LP - filed as an exhibit to the Current Report on Form 8-K filed on March 7, 2008, and incorporated herein by reference.
10.3
2008 Stock and Stock Option Plan – filed as an exhibit to the Registration Statement on Form S-8 (File No. 333-149833) filed on March 20, 2008, and incorporated herein by reference.
10.4
Convertible Debenture issued to Paul L. and Anaflor Graham – filed as an exhibit to the Current Report on Form 8-K filed on November 29, 2007, and incorporated herein by reference.
10.5
Stock Purchase Agreement dated May 24, 2007 among Juliann Hackett Cliff, Patrick Hackett, Jr., Norman V. Garrelts and WiseBuys Stores, Inc. relating to Patrick Hackett Hardware Company – filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 23, 2007, and incorporated herein by reference.
10.6
Amendment to Stock Purchase Agreement, dated September 18, 2007, among Juliann Hackett Cliff, Patrick Hackett, Jr., Norman V. Garrelts and WiseBuys Stores, Inc. – filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 23, 2007, and incorporated herein by reference.
10.7
Convertible Promissory Note dated January 30, 2008 issued by the Company to JMJ Financial
47
{2}22222222222222222222222222222222222222222222222222222{2}
*3] Now, for the NCH 'deal' for the new svcc COO, and his
Series D gift of Also-Super-Toxic+Floorless Convertible
Preferreds. It's basicly the same no-interest-paying 'deal'
as the Series C , so there is also ABSOLUTELY NO REASON TO
NOT CONVERT ALL OF IT, ASAP. The only difference for him,
is that he must convert at 85% of the market price, so he
only gets an extra gift of 17.65% for converting and dumping
ASAP. If he waits too long, and svcc merges away, or goes
private, or BK, he Never Gets the Extra 17.65% , and he may
not even get the first 100% , if svcc has more debts than
assets, which it always has, and more every quarter.
Remember, the Series C Family 'deal' to buy WiseBuys guys was
way much better. Almost too good to be true, or legal, [and
it may not be; but, no one will ever know, if no Judge ever
decides, because no 'injured party' ever complains]. Anyway
the C-guys got to 'convert' for 22.25% , which gave them an
extra free gift of 350% [ = 100% / 22.25% ]. So, TS family
guys get 350%, but new football game friend only gets 17.65%
Extra. [ We would have delayed the 'deal' until After we
married in to the right family. The 350% Family Gift is ~20
Times More Than the 17.65% Friendly Gift, and it makes a
great wedding present. Sometimes it's More worth it to rush
into a cold marriage, and delay a hot 'deal'. ]
The Series D 'deal' is for $5,250,000 [1,050,000 Preferred
D shares @ $4.00], [plus, at least 3 years salary, in Cash]
and, [just like the Series C's], it is another Toxic-Floorless
Death-Spiral. At the price of $0.0041 per share, [if it does
not drop], it means at least 1.5 Billion more new common
shares [ $5.25 Million / ($0.0041 x 85%) ] will soon be
floating in, and further diluting our seaway.
The proof for {3} above, is in the latest 8-K, that was Filed
After the 10-KSB, but had a few [massive] errors, because it
was apparently typed on April 1, which was Before the 10-KSB.
Anyway, here's the {3} proof, but, again, scroll on down
to " *4] " if you read + understand the 8-K, and/or if you
believe us, and the Fact that it's just copied from the 8-K :
{3}3333333333333333333333333333333333333333333333333333{3}
APPENDIX B
CERTIFICATE OF DESIGNATION
SERIES D CONVERTIBLE PREFERRED STOCK
($.0001 Par Value)
of
SEAWAY VALLEY CAPITAL CORPORATION
Pursuant to Section 151 of the General Corporation Law
________________________________________
Seaway Valley Capital Corporation, a corporation organized and existing under the law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law, DOES HEREBY CERTIFY as follows:
That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, as amended (“Certificate of Incorporation”), the Board of Directors of the Corporation by resolution adopted by written consent in lieu of meeting dated April 1, 2008, adopted the following resolution creating a series of 1,250,000 shares of Preferred Stock, $.0001 par value per share, designated as Series D Convertible Preferred Stock:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series D Convertible Preferred Stock" and the number of shares constituting such series shall be 1,250,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series D Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series D Convertible Preferred Stock.
Section 2. Dividends and Distributions.
(A) Ordinary Dividends. In the event the Corporation declares a dividend payable to holders of any class of stock, the holder of each share of Series D Convertible Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Corporation's Common Stock into which that holder's Series D Convertible Preferred Stock could be converted on the record date for the dividend.
(B) Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the holders of the Series D Convertible Preferred Stock shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders, after satisfaction of any preferential distribution due to the holders of the Series A,
2
Series B or Series C preferred stock, but before any amount shall be paid to the holders of common stock, the sum of Five Dollars ($5.00) per share (the “Liquidation Preference Per Share”), after which the holders of Series D Convertible Preferred Stock shall have no share in the distribution.
Section 3. Voting Rights. The holders of shares of Series D Convertible Preferred Stock shall have the following voting rights: Each share of Series D Convertible Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder's shares of Series D Convertible Preferred Stock are convertible on the record date for the stockholder action, as determined under Section 7 hereof.
Section 4. Reacquired Shares. Any shares of Series D Convertible Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.
Section 5. Voting on Amendment. The Certificate of Incorporation of the Corporation shall not be further amended, nor shall any resolution of the directors be adopted that in any manner would materially alter or change the powers, preferences or special rights of the Series D Convertible Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series D Convertible Preferred Stock, voting together as a single class.
Section 6. No Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or adoption of a directors’ resolution or by any other means or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holder of the Series D Convertible Preferred Stock against impairment.
Section 7. Conversion. Subject to and in compliance with the provisions of this Section 7, any shares of Series D Convertible Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series D Convertible Preferred Stock shall be entitled upon a Conversion shall equal the quotient obtained by dividing (a) the aggregate Liquidation Preference Per Share of the shares of Series D Convertible Preferred Stock being converted by (b) the Conversion Rate. The Conversion Rate shall equal eighty-five percent (85%) of the average of the Closing Prices on five (5) Trading Days immediately
3
preceding the Conversion Date. For this purpose, “Closing Price” shall mean the last sale price reported on the OTC Bulletin Board (or the closing high bid price, if the Common Stock ceases to be quoted on the OTC Bulletin Board). For this purpose, “Trading Day” shall mean any day during which the New York Stock Exchange shall be open for business. By way of example: if on October 16, 2008 the Holder gives to the Corporation a Conversion Notice with respect to 200 shares of Series D Convertible Preferred Stock, and the last sale prices on October 8,9,10,14 and 15 are $.20, $.22, $.18, $.26 and $.24 respectively, then the Conversion Rate will be $.187, and the number of shares of common stock issuable to the Holder will be 1000 (i.e. 200 x 5) divided by 0.187, or 5,375.
{3}33333333333333333333333333333333333333333333333333333{3}
*4] Finally, for Tom's Extra-Super-Toxic+Floorless Series E
Convertible Preferreds. [By the way, it should be noted that
the 100,000 Shares of Series B WAS NOT CANCELLED. There just
aren't any Currently Issued, or Outstanding [maybe/yet], but,
THERE COULD BE, whenever the Series E guy votes for some.]
Anyway, the interesting part about the Series E, that nobody
has mentioned yet, is hidden in "Section 6" , and it explains
why TS MUST KEEP AT LEAST 66 2/3% OF HIS 100% STASH OF
ALL OF SVCC's Series E's. So much for the longs who keep
hoping that TS will give any away. Especially to commoners.
Although he might try to use some for another of his planned
'acquisitions' of more toxic-pre-loaded cash-burners. It is
interesting to note, however, that the new COO did not fall
for that trick. He wanted ALL Series D's, that can be cashed
in, ASAP.
Here's the "Section 6" proof. It's actually worth reading
this time, for the first time, since nobody ever mentions
it. Although, it is IN THE 10-KSB, AND IMPORTANT, to the
few of us who Only like to understand share-structures :
" Section 6. Vote to Change the Terms of or Issue Series E Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series E Preferred Stock shall be required for (i) any change to the Corporation’s Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series E Preferred Stock, or (ii) any issuance of additional shares of Series E Preferred Stock. "
And, here's where a copy of where it was, in the 10-KSB :
It's long, and not worth reading, for those who think that
they already know everything about the New Series E's, and
the Not Cancelled Series B's. But, nobody [except us] read
the stuff about the "66 2/3%" , and some other equally
important [but not-yet-mentioned] stuff. We always read ALL
of All of the Filings, [and just skim fluff PR's, which never
count, because they are all 'disclaimed' , by the advertiser],
Because, we care about Share-Structure + Fully Diluteds +
UNdilutable Votes + Asset Owners, and who gets 100% Paid-Off,
Before Any common 'share'holder gets 1 pink penny. And, we
read ALL of All new Filings, because they could change
anything or everything that was ever in Any Previous Filing.
Which often happens with swvc [and copi], [but not wnbd,
because pinkys never file anything, especially if they are
hiding in a foreign country, + diluting U.S. 'share'holders.]
For example, the innocent + tiny 8-K , right after the long
awaited 10-KSB, changed the entire slightly-previously
reported svcc share-structure; and will soon add 1.5 Billion
more new shares [more than 100%] to the 'outstanding float' ,
And, 7 Billion more shares to the Fully Diluted Share-Count.
OK, feel free to scroll past the proof
between the " {4}44...44{4} stuff,
unless you never read + understood it,
and don't believe us, and/or the Fact that
we just copied it. :
{4}44444444444444444444444444444444444444444444444444444{4}
CERTIFICATE OF DESIGNATION
SERIES E CONVERTIBLE PREFERRED STOCK
($.0001 Par Value)
of
SEAWAY VALLEY CAPITAL CORPORATION
Pursuant to Section 151 of the General Corporation Law
________________________________________
Seaway Valley Capital Corporation, a corporation organized and existing under the law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law, DOES HEREBY CERTIFY as follows:
That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, as amended (“Certificate of Incorporation”), the Board of Directors of the Corporation by resolution adopted by written consent in lieu of meeting dated April 11, 2008, adopted the following resolution creating a series of 100,000 shares of Preferred Stock, $.0001 par value per share, designated as Series E Convertible Preferred Stock:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series E Convertible Preferred Stock" and the number of shares constituting such series shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series E Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series E Convertible Preferred Stock.
Section 2. Voting. The holders of the Series E Preferred Stock shall have the following voting rights: Each share of Series E Preferred Stock shall entitle the holder thereof, on all matters submitted to a vote of the stockholders of the Corporation, to that number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder’s shares of Series E Preferred Stock are convertible on the record date for the stockholder action.
Section 3. Dividends. In the event that the Corporation’s Board of Directors declares a dividend payable to holders of any class of stock, each holder of shares of Series E Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Corporation’s Common Stock into which that holder’s Series E Preferred Stock could be converted on the record date for the dividend.
Section 4. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the holders of the Series E Preferred Stock shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of Common Stock but after payment of distributions payable to the holders of the Series A Preferred Stock, the sum of one tenth of One Cent ($0.001) per share, after which the holders of Series E Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available
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cash among the shareholders, each share of Series E Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation’s Common Stock into which that holder’s Series E Preferred Stock could be converted on the record date for the distribution.
Section 5. Conversion. Subject to and in compliance with the provisions of this Section 5, any shares of Series E Preferred Stock may, at any time, at the option of the holder thereof, be converted into fully paid and nonassessable shares of Common Stock (a “Conversion”). The number of shares of Common Stock to which a holder of Series E Preferred Stock shall be entitled upon the Conversion shall equal the sum of (a) the product obtained by (A) multiplying the number of Fully-Diluted Common Shares by four (4), then (B) multiplying the result by a fraction, the numerator of which will be the number of shares of Series E Preferred Stock being converted and the denominator of which will be the number of issued and outstanding shares of Series E Preferred Stock, less (b) the number of shares of Common Stock beneficially owned by the holder prior to the Conversion, including Common Stock issuable on conversion of any convertible securities beneficially owned by the holder. The term “Fully-Diluted Common Shares” means the sum of the outstanding Common Stock plus all shares of Common Stock that would be outstanding if all securities that could be converted into Common Stock without additional consideration were converted on the Conversion Date, but shall not include Common Stock issuable on conversion of the Series E Preferred Stock.
(i) Conversion Notice. The holder of a share of Series E Preferred Stock (“Holder”) may exercise its conversion right by giving a written conversion notice (the “Conversion Notice”) (A) by facsimile to the Corporation confirmed by a telephone call or (B) by overnight delivery service, with a copy by facsimile to the Corporation’s transfer agent for its Common Stock, as designated by the Corporation from time to time (the “Transfer Agent”) and to its counsel, as designated by the Corporation from time to time. If such conversion will result in the conversion of all of the Holder’s Series E Preferred Stock, the Holder shall also surrender the certificate for its Series E Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation which it may designate by notice in writing to the Holder) at any time during its usual business hours on the date set forth in the Conversion Notice.
(ii) Issuance of Certificates; Time Conversion Effected.
A. Promptly, but in no event more than three (3) “Trading Days,” (defined herein as a day on which the New York Stock Exchange is open for the trading of securities) after the receipt of the Conversion Notice referred to in Subsection 5 (i) and surrender of the Series E Preferred Stock certificate (if required), the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series E Preferred Stock has been converted. In the alternative, if the Corporation’s Transfer Agent is a participant in the electronic book transfer program, the Transfer Agent shall credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with The Depository Trust Corporation. Such Conversion shall be deemed to have been effected, and the “Conversion Date” shall be deemed to have occurred, on the date on which such Conversion Notice shall have been received by the Corporation and at the time specified stated in such Conversion Notice, which must be during the calendar day of such notice. The rights of the Holder of the Series E Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such Conversion shall be deemed to have become the
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holder or holders of record of the shares represented thereby, on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.
B. The Corporation understands that a delay in the issuance of the shares of Common Stock beyond three (3) Trading Days after the Conversion Date could result in economic loss to the Holder of the Series E Preferred Stock. As compensation to the Holder for such loss, the Corporation agrees to pay the Holder’s actual losses occasioned by any “buy-in” of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies that may be available to the Holder, if the Corporation fails for any reason to effect delivery of such shares of Common Stock within five (5) Trading Days after the Conversion Date, the Holder will be entitled to revoke the relevant Conversion Notice by delivering a notice to such effect to the Corporation. Upon delivery of such notice of revocation, the Corporation and the Holder shall each be restored to their respective positions immediately prior to delivery of such Conversion Notice, except that the Holder shall retain the right to receive the actual cost of any “buy-in.”
(iii) Fractional Shares. The Corporation shall not, nor shall it cause the Transfer Agent to, issue any fraction of a share of Common Stock upon any Conversion. All shares of Common Stock (including fractions thereof) issuable upon a Conversion of shares of Series E Preferred Stock by the Holder shall be aggregated for purposes of determining whether the Conversion would result in the issuance of a fraction of a share of Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share.
(iv) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Corporation's assets or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Corporation will make appropriate provision (in form and substance reasonably satisfactory to the Holder) to insure that the Holder will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock otherwise acquirable and receivable upon the conversion of its Series E Preferred Stock, such shares of stock, securities or assets as would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock that would have been acquirable and receivable had this Series E Preferred Stock been converted into shares of Common Stock immediately prior to such Organic Change (without taking into account any limitations or restrictions on the timing of conversions). In any such case, the Corporation will make appropriate provision (in form and substance reasonably satisfactory to the Holder) with respect to the Holder’s rights and interests to insure that the provisions of this Section 5 (iv) will thereafter be applicable to the Series E Preferred Stock. The Corporation will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance reasonably satisfactory to the holders of a more than sixty-six and two-thirds percent (66-2/3%) of Series E Preferred Stock then outstanding), the obligation to deliver to each holder of Series E Preferred Stock such shares of stock, securities or assets as, in accordance with
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the foregoing provisions, such holder may be entitled to acquire.
Section 6. Vote to Change the Terms of or Issue Series E Preferred Stock. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series E Preferred Stock shall be required for (i) any change to the Corporation’s Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series E Preferred Stock, or (ii) any issuance of additional shares of Series E Preferred Stock.
Section 7. Notices. In case at any time:
(i) the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other pro rata distribution to the holders of its Common Stock; or
(ii) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; or
(iii) there shall be any Organic Change;
then, in any one or more of such cases, the Corporation shall give, by first class mail, postage prepaid, or by facsimile or by recognized overnight delivery service to non-U.S. residents, addressed to the Registered Holders of the Series E Preferred Stock at the address of each such Holder as shown on the books of the Corporation, (i) at least twenty (20) Trading Days’ prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Organic Change and (ii) in the case of any such Organic Change, at least twenty (20) Trading Days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Organic Change.
Section 8. Record Owner. The Corporation may deem the person in whose name shares of Series E Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat him as, the absolute owner of the Series E Preferred Stock for the purposes of conversion or redemption and for all other purposes, and the Corporation shall not be affected by any notice to the contrary. All such payments and such conversion shall be valid and effective to satisfy and discharge the liabilities arising hereunder to the extent of the sum or sums so paid or the conversion so made.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its duly authorized officer this 11th day of April, 2008.
SEAWAY VALLEY CAPITAL CORPORATION
/s/ Thomas W. Scozzafava
Thomas W. Scozzafava
Chief Executive Officer
{4}4444444444444444444444444444444444444444444444444444{4}
zzzzz... zzzzz... Oops, sorry for napping, but some of us
must get up shortly, before Europe starts swapping swvc's.
But, we're glad that some of you made it this far. So,
We saved the best for last, for those who read everything,
carefully. We have no doubt that the Series C's have been
converting since the first possible day [last October], and
as fast as they can, without getting swvc suspended from
trading. Which is the worst thing possible for the Series C
converters, because it ends their cash waterfall, from the
seaway of new buyers of their newly floating common shares.
And now/soon [~April 30], the newest Series D's will be added
to the conversion flood. And, YA will start leaking into the
same stream, just a little further downstream [~May 5?].
Our guess is that YA will get to go first + fastest, until
all 800 Million are dumped. Then the COO will dump all of
his 1.5 Billion, before it's the Series C's turn to continue
dumping the remainder of their 6.4 Billion. But, that's just
Insider squabbling, at svcc HQs, probably outside, on a golf
course in Florida. It make no difference to outsiders. They
just have to keep net-buying All converted shares, no matter
who of TS's friends + family collects the cash. And, with
each new 'planned acquisition' , there is at least 1 more
ASAP converter. TS is already hiding from the outsiders. But,
can he hide from the un-picked Inside wanna-be-converters,
who are ALL [except 1] waiting for their turn in the limited
grinding-barrel, that must have a governor, to control the
output of newly processed shares, to forestall a meltdown,
and suspension of all swvc trading + conversion + dumping.
extra, Sincerely. But, just IOO, as usual.
P.S. ; Those 1.5 Billion Series D's , and 6.4 Billion C's ,
are FLOORLESS Toxies, and Immediately UNrestricted. So, as
they dilute the price of swvc trading shares, there will
actually be Much More Of Them. Typically, if you add ~7.9+
Billion to a current float of ~1.2 Billion, the price Must
Drop, ~ 87% [ = 7.9 / (1.2 + 7.9) ]. That alone, [assuming
no other dilution, or losses from bricks+mortars], [rotfl],
should drive the price of swvc down another 87% , below
the current $0.0041 , down below $0.0006 [= 13% x $0.0041].
But, those 7.9 Billion new floaters are FLOORLESS. So, there
will be way more than 7.9 Billion of them. And, that's where
the term 'death spiral' comes from. Just for simplicity, [and
reality is Much Worse], let's pretend that the first half can
all be dumped at $0.0041 , before the price drops. That leaves
'only' 3.9 Billion left to dump. But, the newer price will be
Down by ~75% [ = 3.9 / (1.2 now + 3.9 post-dump #1 ]. So,
since the floor moved Down 75%, The Death-Spiral elevator must
INCREASE THE REMAINING 3.9 MILLION CONVERTEES, by 4x, so that
they can collect the second half of their floorless loan.
It's all continuously automatic, perfectly adjusting for
every price change. But, in our simplified model, the 'last
half' of the conversion must now be ~15.6 Billion MORE Shares,
[in addition the the previous 3.9 Billion], since the new
dumping price is now Down to ~$0.0011 [ = ~25% x $0.0041 ].
It gets Worse, Every Step, and NEVER ENDS. Even in this
way over-simplified model. And, in reality-land, where the
price drops continuously, IT'S MUCH WORSE.
There is no doubt that swvc is going to $0.0001 + Reverse
Splitting. The only question is how long it will take, and
how many Reverse-Splits will have time to occur, before BK,
and/or All swvc trading is terminated, or swvc goes Private,
and All common 'share'holders get Zero, because everyone else
must be 100% paid-off, First. From now on, Job#1 for the
svcc CEO is to TRY TO MINIMIZE CONVERSIONS OF ALL HOLDERS
OF SERIES C's + D's. And, there is No Legal Way To Slow Down
Any Converters, ACCORDING TO THE MOST RECENT FILINGS, because
THEY ARE ALL TOTALLY UNRESTRICTED. [Except, maybe, YA. But,
YA is tiny at 0.8 Billion, compared to the Huge Family +
Friends, who have 7.9 Billion death-spiralers [at $0.0041],
ready to go [or keep going, as we suspect]. And, those
Toxic-Floorless Death-Spiralers will ALWAYS HAVE MORE SHARES
TO FLOAT IN, THAN THEY EVER LAUCH, BECAUSE SWVC MUST CRASH
FASTER THAN THE NEW FLOATERS FLOAT IN. That's how ALL free
markets ALWAYS work. [Just google "Supply and demand" .]
P.P.S. ; It's almost too late for swvc longs to 'recover'
a little, and get a 15-36% Federal Income Tax Credit. But,
it's Not too late to learn from the above, about the
ABSOLUTE IMPORTANCE OF SHARE-STRUCTURE, especially with an
always-money-losing 'company' , where 1 guy controls All
votes, and keeps voting for more Toxic Death-Spiral Gifts
to friends + family, while he collects $260,000 in salary,
plus who-knows-what else, for just the first 6 months,
while there was hardly any 'business' , or bricks, and he
was working full time helping Only his friends + family,
by 'overlooking' the problems of buying a Super-Toxic
not-at-all-empty shell, and, buying an always-money-losing
family 'business' , by writing a new Toxie. We expect his
salary to go up, because now he's much busier. And, does not
even have time to answer an email, or a phone message.
The newest money-losing swvc business idea...
Introduce Hackers walk-in-only customers to HackersOnline.
And maybe sell them their first home computer, unless
they know that all libraries have free computers to use,
[at least, in most undepressed regions of the U.S.],
or, unless they have a friend with an old computer, or,
their local school, or church, or lodge, has a computer.
And, from then on, they could shop from home, or nearby, and
not waste gas, and buy everything cheaper + better + faster,
from WALMARTonline + TARGETonline + COSTCOonline; and buy
Anything, Not just the limited local 'favorite' items, that
they were used to be, used to being limited to.
swvc must have a real marketing whiz. Those weekly newspaper
ads for Hackers 'specials' are great. They look like
copy+paste stuff, scanned from original Sears Catalogs,
from the Pioneer Days, before colors were invented. So,
the swvc marketing guy, who does the Hackers weekly ads,
must have a computer. And, he just learned how to buy a
web-site, to sell stuff online. Just like all Real Stores have
been doing for decades. Even the stores that are less than
100 years old. We're glad to see that swvc's new CEO is
bringing Hackers out of the 19th Century, and into the 1980's.
extra Sincerely. But, just IOO , as always.
P.S. ; We expect swvc to be in another almost riskless, and
very quickly profitable shorting phase for the next few weeks.
For 4 Big Reasons :
1] YA can start dumping 800 Million Brand New Shares [5 May]
2] The COO can start dumping his new 1,050 Million [30 April]
3] The 2008Q1 10-Q Filing will confirm more losses [15 May]
4] The Fact that swvc has 31 Billion Fully Diluted Shares,
and still growing faster than any pink, ever, is now Exposed.
5] swvc is now BELOW ITS PRE-PUMP PRICE, so, All longs must
be losing, especially those who keep averaging down. And,
although their loss is a Real Fact, even if they don't sell,
it's only worth something, as a tax-loss, AFTER they sell,
according to IRS rules + accounting games.
6] It's worth MUCH MORE AS A SHORT-TERM LOSS, ACCORDING TO
IRS RULES, because, it off-sets regular/salary income,
that is taxed at up to 36%. Whereas; as a long-term loss,
it's only worth a maximum of 15%. Any long with a big loss,
should at least be flipping, and locking in those valuable
36% tax-losses. [But, watch out for another IRS Rule, that
defines the 'Wash-Sale' , which could ruin everything, if the
long buys back too fast.] [Actually, if the long waits a
month to buy back, he'll probably have 67% more swvc shares,
because swvc keeps dropping ~40% per month, since the pump,
9 months ago.]
For those who think that their loss is not real, until they
sell. Just go to any Broker, or Bank, or Pawn-Shop clerk,
and see how much they will loan with swvc common shares
as the Only Collateral. [By the way, an admitted pawn shop
expert sometimes visits here, to provide insights into the
potential future value of swvc, if it does't go BK.]
P.P.S. ; There is a very good reason for swvc's high scores
on boardmarks + reads + posts. And, it's Not because anyone
is making any money [except shorters + lucky flippers, and
the new COO + CEO , and the Q-guy, who rakes off 3-4% of all
NCH Purchase Orders, even as NCH loses money]. We know that
All buy+hold longs are losing cash, especially if they ever
and/or continue to 'average-down'. So, the readers must be
just watching + learning the tricks + pitfalls of pinkys,
and/or pennys that act like super-pinkys. And, the writers
must still believe that swvc is great and/or whatever it
lacks in profits, can be offset in posts.
the legacy .001s added 500M shares to the OS ,,,
that originally started at 186 Million , 9 months ago.
(186 original) + (500 legacy) = 686 Million shares
But, now there are 1,200+ Million 'Outstanding Shares'
So, there's 500 Million 'extra' shares, from who-knows-where.
And, 800 Million more YA's start floating in just 9 days.
And, the new COO has 1,050 Million more, that he just got,
for 'selling' his NCH money-losers to swvc. And, ALL OF
THOSE 1.05 BILLION SHARES ARE TOTALLY UNRESTRICTED.
Let's add them all up :
{1.2 today) + (0.8 YA) + (1.05 COO) = 3.05 Billion
So far. But, let's not forget the other Series Holders.
TS must Always own 80% . And, his friends+family
must Always own another 10.2+% . That's 90.2%
So, the 3.05 Billion IS ONLY 9.8% OF THE FULLY DILUTED.
Thus; (3.05) / (9.8%) = 31+ BILLION FULLY DILUTED SHARES, NOW
At yesterday's close [$0.0041] , that leads to a :
Market Cap = $0.0041 x 31+ Billion = $127+ Million , for
swvc's pile of Toxic Debts + cash-burning bricks+mortars.
And, don't forget the Mortgage loans, And, the WF loan,
and who knows what else already borrowed, and what was
issued [but not yet reported] for the NCH 'acquisition' .
And, the next 3 'planned acquisitions' .
And, the not-yet-mentioned 'planned acquisitions' .
swvc is way beyond the definition of 'death spiral' .
It's more like a Super-Nova of Erupting Toxic Debt,
trapped in a Black Hole, that's floating in The Red Sea,
of outflowing cash, from Only old common shareholders,
and a few averaging downers, and a very few new guys [maybe].
[We Physics guys like cosmos analogies, based on math Facts.]
Meanwhile, until swvc collapses, the CEO + COO still collect
at least $1 Million per year, in salaries + bonuses + gifts,
for doing such a good + quick job, for themselves, Only.
All at common shareholder cash expense, Only, while it lasts.
extra, Sincerely. But, just IOO, as always.
P.S. ; We now have swvc in 1st place, in the race
to BK, slightly ahead of copi + wnbd. Pink shells can
survive many years, because they have no real 'business' ,
and, thus, almost no real expenses to rush them into BK.
swvc has real debts + 600 employees + bricks+mortars,
temporarily.