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I think it's another bad move by Raley, he pulled this same trick around the November filing. Unless he announces that we have acquired some producing wells which will quickly add revenue to the bottom line, this is going to be ugly for a lot longer than I thought it would. Figures, we were just seeing a light at the end of the tunnel, and now the tunnel got longer again.
What I don't get is that the BUYS have outnumbered the SELLS for the past 3 days, and the MM's knocked the price down before the bell even rang. Right now I see 95 million buys and 74 million sells, yet we down ticked at the open.
Trades link here:
http://ih.advfn.com/p.php?pid=trades&cb=1216600745&symbol=uvsee
Their stock options are worthless, those numbers don't mean anything, their options are priced at $0.78 if I remember the numbers from the filing, they have a long way to go before being able to cash any of them in, that is if they don't expire first before they even become worth anything at all. Theres a table in the latest filing that shows the price and expire date of the options.
Thats boiler plate language, par value is almost always set at .0001, that just means it can't be any less. You might want to Google par value for a better definition.
I didn't see anything in my mail box, but I found your e-mail address and sent you a quick note. I got an interview this morning at 9AM, so I'll be gone for a few hours. I'll get back to you when I get home.
You might want to look back to what I wrote before, something in the numbers just don't add up, and we have heard the "they won't be used" statement before. Conversion price is listed at .00032 with 13.9 billion reserved for conversions. If they start dumping once approved, this will be right back to .0001 with a conversion price of .00008 within a day. That would mean 4 times the 13.9 billion shares their calling for, or 55.6 billion shares. I do agree with your sentiment on going "NO BID" should the dumping start, and it's going to leave the company, us the shareholders, and the remaining CD holders all holding the bag, a complete stalemate.
Not a problem, as far as how many shares can a company issue, as many as they want. While we haven't seen a R/S yet, with an O/S as large as this will actually grow to, a R/S would be a very good possibility once the debentures are retired. Someone is really brain dead and not paying attention here, there is absolutely no way that these shares will be absorbed by share holders, and no way in hell that the MM's will buy them. Don't be surprised if you see the PPS actually rise tomorrow, if the MM's are sitting on a huge pile of shares they may just run the price up to get people panic buying into a rally, just to kick you in the teeth later when the A/S increase is approved and the dumping starts all over again. Of course I have an interview tomorrow morning and will be away while all this is happening, go figure, my timing is for crap when it comes to this stock, I could have gotten out with a $8K profit back in September, but I was at the chiropractors office at the time it moved up and then crashed by the time I got home.
I believe it would be this:
enforcement@sec.gov
I'm going to gather my spreadsheets together and all my links, e-mails, and put together a thorough letter with all the documentation I have and file a complaint. I have a feeling there was no SEC audit, that it was only a ruse to keep people off the track. Not that the SEC will do anything, but hey, you never know with all the other ponzi schemes going up in smoke these days. This has just pushed me over the edge.
It is A/S increase, I'll repeat again, A/S increase. You still continue calling this a R/S, that stands for reverse split. This is an A/S increase, authorized share count increase. But the rest of what you wrote is correct, you just need to watch what you write, the 2 things are completely opposite and carry different meanings and throws off what your writing.
Your still using R/S instead of A/S. And its not who was buying for ARCA, but who is ARCA buying for. We don't know who owns or is holding what, but the buying could have been done ahead of time knowing this A/S increase as in the works and they needed a YES vote to approve it. This seems to have been planned from what I can tell ahead of time. The statement of the SEC audit may also have been a ruse. Maybe it's time to send another e-mail to the SEC, I'm seriously starting to suspect that we've been lied to.
They were never on the Nasdaq, they have always traded on the OTCBB. They have never met the listing requirements of the Nasdaq, the company is only 2 1/2 years old. The following is the listing requirements for the Nasdaq exchange:
Listing Requirements for All Companies
Each company must have a minimum of 1,250,000 publicly-traded shares upon listing, excluding those held by officers, directors or any beneficial owners of more then 10% of the company. In addition, the minimum bid price at time of listing must be greater than five dollars, and there must be at least three market makers for the stock. Each listing firm is also required to follow Nasdaq corporate governance rules 4350, 4351 and 4360. Companies must also have at least 450 round lot (100 shares) shareholders, 2,200 total shareholders, or 550 total shareholders with 1.1 million average trading volume over the past 12 months.
In addition to these requirements, companies must meet all of the criteria under at least one of the following standards.
Listing Standard No. 1
The company must have aggregate pre-tax earnings in the prior three years of at least $11 million, in the prior two years at least $2.2 million, and no one year in the prior three years can have a net loss.
Listing Standard No. 2
The company must have a minimum aggregate cash flow of at least $27.5 million for the past three fiscal years, with no negative cash flow in any of those three years. In addition, its average market capitalization over the prior 12 months must be at least $550 million, and revenues in the previous fiscal year must be $110 million, minimum.
Listing Standard No. 3
Companies can be removed from the cash flow requirement of Standard No. 2 if the average market capitalization over the past 12 months is at least $850 million, and revenues over the prior fiscal year are at least $90 million.
A company has three ways to get listed on the Nasdaq, depending on the underlying fundamentals of the company. If a company does not meet certain criteria, such as the operating income minimum, it has to make it up with larger minimum amounts in another area like revenue. This helps to improve the quality of companies listed on the exchange.
It doesn't end there. After a company gets listed on the market, it must maintain certain standards to continue trading. Failure to meet the specifications set out by the stock exchange will result in its delisting. Falling below the minimum required share price, or market capitalization, is one of the major factors triggering a delisting. Again, the exact details of delisting depend on the exchange.
I don't know where your getting your information from, but this company has never done a R/S, this is however the 3rd increase in the A/S in a period of 7 months to accommodate the CD holders. e have gone from an A/S of originally 250 million shares and a O/S of 29 million shares in June 2008, to 1.25 billion A/S in September, followed by another A/S increase to 6.5 billion in November, and now an insane request to go to 100 billion. I'd think most of us will vote an absolute NO in our proxy filing on this request. But someone out there is sitting on around 2.4 or 2.5 billion, the MM surplus I have been tracking, that right there represents more than 30% of the vote, plus whatever the CD holder may or may not still be holding (what they haven't dumped yet).
Sorry, this time I vote a Gigantic no friggin way.
There has been no mention of this R/S you keep bringing up, the filing is to increase the A/S, authorized share count, not reverse split (decrease the share amount). You have your terminology screwed up.
I have too much to lose by selling now, I may as well just stuff them into a sock drawer and come back in 2 years and see what happens. If we're lucky someone will just buy us out and minimize our losses. It's the right season for acquisitions as the market improves and we start consolidating. Raley may have no choice but to sell thanks to his genius handling of the debentures.
Yeah, I see that contradiction also, no plan to use any of these, but we need at least 13.9 billion to finish converting the debentures, oh, and thats at .00032. Once we start releasing these shares the stock will drop back to .0001 making the conversion price .00008, so we really need to hand out another 56 billion shares instead.
I think both he and the remaining CD holders have lost their minds, there is no way that that many shares will be purchased on the open market, you can expect the bid to drop to "NO BID", the CD holders will be holding billions of shares they won't be able to sell, not even the MM's will buy them.
I think a buyout would absolutely be the best thing for us right now. Raley needs to be tossed out, he seems to have no ability to renegotiate the financing deal or do whats best for the share holders. He seems to have no plan except doing more of the same thing with no game plan to get out of this.
Thats because we have not had a filing yet that represented 3 full months of production for the 4 wells. You had outages in the 3rd and 4th quarter, and the upcoming 1st quarter 2009 10Q will be the first full reporting of the 4 wells at full production. But as production has gone up 300%, which would have translated into a 300% revenue gain, the price of NG dropped by 66% instead in the last 10 months. Every production increase was exactly the same as the drop in commodity price. Stupid example with simple numbers using gallons:
100 gallons of gas @ $4 = $400
300% increase would make it 400 gallons of gas, but now the price of gas is down 75% give or take a few cents, so say $1 a gallon, net revenue, still $400. I think we peaked close to $14.50 in NG and as of today we're at $3.389, so we're talking more than a 75% drop in price. It's a perfect storm here.
That would have worked only if they weren't running in opposite directions. 300% production increase with a 66% drop in NG price. It's a net gain of zero.
It wasn't increased to offset the dropping price of NG, production was still being ramped up while all this was happening, and the increases in production happened at exactly the same rate of the drop in the price of NG, talk about a net gain of zero for the production increases. Production went up 300%, while the price of NG dropped by 66%.
But the last financial also accounted for the production loss from Hurricane Ike, there was about a month lost. 4th quarter also has losses. Then NG prices have continued a downward spiral. Talk about having a bad day, this has been a terrible 10 months. Naked shorting, more shorting, conversions, dilution, dry well, more conversions, dropping commodity prices, Hurricane Ike, recession, more conversions, more commodity price drops. All at a time when the company was just coming into it's own and getting production online. What a way to completely stall a company and stop it in it's tracks.
What are the odds that everything could wrong all at the same time? Its like saying, "hey everyone, we survived, we're doing great" and someone comes along and drops a house on you.
That question still has never been answered since the PR, but this filing doesn't match the PR either. How do you reconcile the statement from the PR with this filing?
"Increasing our reserve base of producing oil assets while increasing our monthly cash flow is a corporate initiative that we fully intend to accomplish for our stockholders. We intend to structure this purchase so that it does not have any dilutive impact on us stockholders."
I just did that with the 3rd quarter 10Q, the math doesn't work if we've had 7 months of conversions already happen, at least 4 months are definite conversions noted by the growth of the O/S. Read the previous post.
I'm still trying to justify the math, something is way out of the ballpark here. According to the 3rd quarter 2008 10Q, the total liabilities were $3,951,768, then in the sub notes there were October and November conversions of another $480,000, so $3,951,768 - $480,000 would be $3,471,768, then minus another $350,000 that is owed to Raley and Watford on the promissory notes that are still unpaid would be $3,121,768. We also know that conversions happened in December and January, as obviously noted by the O/S increase, so lets just stay with the $240 K a month figure that seems to fit, that would take it down to $2,681,000. I can't tell you if any cash was used for debt payment for February, March, and now April. So how the hell do we see this April 1st figure $4,469,600 if conversion have already been happening for the last 7 months? It just doesn't compute.
Sorry, I was out getting a hair cut, looking at the filing now and I see a serious math error that just doesn't make sense. If the conversion price is the lowest of 3 day bid prices minus the 20% discount, the conversion price should be .00008, but the filing says the conversion price is $0.00032. I still don't see the need for 100 billion shares if only 13.9 billion are needed to satisfy the debentures, this is overkill for no damn good reason. I'll just copy and paste the section I'm reading now so you see what I'm talking about, sorry if the columns don't line up, this site has a formatting problem when it comes to tables:
As of April 1, 2009, we have issued and outstanding an aggregate principal amount of $4,469,600 of convertible debentures; based upon currently applicable conversion price of $0.00032 per share approximately 13,967,500,000 shares will be required if the Debentures are converted in full; additional, 142,743,836 shares will be required in order to satisfy our obligations under the Warrants at the current exercise price of $0.25 per share.
The following table summarizes our currently issued and outstanding shares of common stock and the number of shares that we anticipate reserving for issuance upon approval of Proposal No. 1 by our stockholders:
Common Stock Currently Issued and Outstanding
6,458,840,784
Shares to be reserved for issuance (at current exercise and conversion prices):
Conversions of Existing Debentures (150% reserved per agreement)
20,951,250,000
Warrants
142,743,836
2006 Option Plan
37,500,000
Total number of shares to be reserved for issuance
21,131,493,836
Total number of shares authorized but unreserved
78,868,506,164
If our stockholders do not approve the increase in our authorized shares, the Debenture and Warrant holders could allege a default under the terms and conditions of Debentures and Warrants, which, if substantiated, would have a material adverse effect on our operations. Accordingly, an increase in the number of shares of common stock authorized for issuance under the Company’s Amended Certificate of Incorporation is necessary to permit us to have additional shares available for issuance in furtherance of the Company’s business purposes, as more fully set forth below under “Reasons For and Effects Of the Proposal.”
The accountant is going to be looking at the filings, and they will request paperwork for anything that raises an eyebrow to them. Doesn't matter what the SEC did, the accountant wasn't there for that audit, they need independent verification for their own liability protection.
Because the accountant has to certify the 10-K, this is an audited filing. The accountant has his own rules to follow and his name will be stamped on it, which means any false statement in the filing can come back and bite him.
Lets see if we close green again today in the last second of trading.
And a possible update on the Ness situation. So theres going to be lots of reading in the next few weeks.
No your wrong:
From SEC site:
"E" Added To Stock Ticker Symbol
When a company that trades on the OTC Bulletin Board (OTCBB) becomes
delinquent in its reporting obligations with the SEC (for example, it
submits a required filing late or in an incomplete form), the letter
E will be appended at the end of the company s stock ticker symbol.
After the E is added, the company is given 30 calendar days (60
calendar days for most foreign companies and domestic banks), known as
the grace period, to become current in its reports. If the company
files complete required reports during the grace period, the E will
be removed. If the company fails to correct its deficiency, the
company s stock symbol will be removed from trading on the OTCBB.
The rule is 30 days after the E is added to become compliant, if the 10-K is not filed, then it gets delisted to the pink sheets. If it gets delisted to the pinks, then the company would have to be compliant with their filings for at least 1 year before they could move to a higher exchange, or back to the OTCBB. We're waiting on the accountant to audit and certify the 10-K, his name will be on it and his credibility would be on the line if there was any false information in the 10-K. He is also responsible for transmitting to the filing to the SEC once he certifies it, there is nothing the company can do except wait just like us.
The hedge funds should be nuked, they have been nothing but trouble for the market. They are organized in a way where everything is secret, they have the money to short every company into oblivion, don't have to play by the rules, and their compensation structure screams fraud. How do I get to claim my earnings as capital gains and only have to pay 15% tax on them. How do you get short selling protected as a trade secret?? You have to have millions to even be able to invest with these guys, this is nothing more than a good old boys network taking everyone for a ride.
I doubt it, just because they want double what everyone else is getting doesn't mean their going to get it, so if 95% have agreed to take 29%, I don't see how the judge will rule in the HF's favor of giving it double what everyone else is getting.
I doubt the hedge funds are going to get a better deal in Bankruptcy, not when they are the only hold outs. Everyone else already agreed to a large hair cut, the only thing left to decide in Bankruptcy is what the Hedge Funds are going to get, the judge will look at whats been offered and excepted by the other players, if the HF's are lucky, the judge will give them the same deal they were already offered, but I see the judge giving them less since they didn't want to play ball.
Well the Chrysler bond holders had a chance to get something back, now it looks like Chapter 11 might make that figure look huge, they'll be lucky to get anything in bankruptcy.
Doesn't really look any different than usual to me.
What would be the purpose of a R/S on this company? Theres only 100 million shares in the float for a company that does $2 billion a year in sales.
Yes, they list how many shares were registered in the 2007 amendment, not how many REMAIN and have been retired. This is the link for the S-4 filing that is being amended.
http://ir.hayes-lemmerz.com/secfiling.cfm?filingID=950124-07-4332
And this is from todays filing:
The Registration Statement registered 4,038,462 shares of common stock, par value $0.01 per share, for resale by the selling stockholders named therein.
In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Registrant hereby amends the Registration Statement to deregister any remaining securities registered but unsold under the Registration Statement.
After looking at the original filing, thats what it looks like. Looks like they registered these in 2007 for possible sale, so whatever was left over, if any, that weren't sold/used are being retired. I suppose it's asking to much to list the amount/number of shares being retired, that would be too easy.
Bristol made their investment months before the Ness announcement. Bristols 13G was filed February 13th, Ness anouncement was 3/31. The 13G filing is a yearly filing, what Bristol acquired within a year, so did they buy in at .0001 or $1.00, no one knows where and when they bought their shares. I'm going to assume sometime in December going by the 9.52% ownership claim in the filing, as that would fit the O/S at the time, in January another 3 billion shares went out into the conversion process, which brought us to where we are today at 6.45 billion shares.
Yup, their deciding what their game plan is for tomorrow, probably knock it down 1/2 cent and drag it sideways, then throw up a huge block at the end of the day to try to stall the PPS. Seems to have been the same game for over a month now. CMF continues rising, but PPS falls 1/2 a cent a day.
Why don't you ask them, apparently they think it was worth picking up 346 million shares, so they must see or know something that made the purchase worthwhile.