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GNCP CHART PLAY 0.0011
http://www.gncc-capital.com/
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GBGM CHART PLAY 0.0183
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GBGM CHART PLAY 0.0183
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Candlestick Chart Analysis on JNSH CHART Play 0.0159
http://www.jnsholdings.com/
http://www.jnsholdings.com/investor-relations.php
Authorized Shares : 205,000,000
Shares Outstanding : 119,721,624
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JNSH Security Details
http://www.otcmarkets.com/stock/JNSH/company-info
Share Structure
Market Value1$1,843,713a/o Oct 02, 2013
Shares Outstanding119,721,624a/o Jun 30, 2013
Float63,504,182a/o Mar 31, 2013
Authorized Shares200,000,000a/o Jun 30, 2013
Par Value 0.0001
Shareholders
Shareholders of RecordNot Available
Corporate Actions
Ex. DateRecord DatePay Date
Dividend (0.00)Mar 03, 2008Feb 11, 2008Feb 29, 2008
Security Notes
Capital Change=shs decreased by 1 for 100 split. Pay date=05/17/2004.
Latest Addt'l Issue=7-95 4,000,000 shs (200,000 min.) at 10 cents by the company
Cap. Change=shs decreased by 1 for 12 split. Pay. date=07-28-00.
Capital Change=shs increased by 2 for 1 split. Ex-date=3-6-01. Rec date=2-26-01. Pay date=3-5-01
Capital Change=shs increased by 11 for 1 split. Ex-date=4-13-06. Rec date=3-17-06. Pay date=3-31-06
Capital Change=shs decreased by 1 for 80 split. Pay date=10/29/2007.
Short Selling Data
Short Interest0 (-100%)
Aug 30, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Action Stock Transfer Corporation
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District Court Enforced JNS Power & Control Systems' Asset Purchase Agreement with 350Green LLC
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
CHICAGO, Sept. 25, 2013 /PRNewswire via COMTEX/ -- JNS Holdings Corporation (OTC Markets Group: JNSH) today announced that its subsidiary JNS Power & Control Systems, Inc. ("JNS Power") has received a favorable ruling in its lawsuit against 350 Green, LLC ("350 Green") for enforcement of an Asset Purchase Agreement with 350 Green. Under the terms of the Asset Purchase Agreement, 350 Green, an owner and operator of electric vehicle ("EV") charging stations throughout the country, contracted to deliver to JNS Power its chargers and license agreements with property owners, all of which are located in the Chicagoland area. On September 24, 2013, the U.S. District Court for the Northern District of Illinois, Judge Elaine Bucklo issued a ruling ordering 350 Green to deliver the chargers and licenses as contracted in the Asset Purchase Agreement. In her ruling Judge Bucklo also ruled that the claim made by one of JNS Power's competitors, Car Charging Group,
Inc. ("CCGI"), concerning the Asset Purchase Agreement were without merit and found in favor of JNS Power in denying CCGI's claim.
"JNS Power is looking forward to getting this federally-funded City project back on track to provide an efficient network of car charging stations to the entire Chicago metropolitan area," said Brian Howe, JNS Power's Chief Executive Officer. "We entered into the Asset Purchase Agreement with 350 Green in April fully prepared to complete the Chicago project in the timely matter required by the grant and have worked since then to expedite the court's resolution of these matters. We have always maintained that CCGI's claims against JNS were baseless. Now we have a federal judge who agrees with us," Howe said.
Kelly McCloskey Cherf, partner of Hogan Marren, Ltd., attorney for JNS Power, added, "We believe the Court's decision was well-reasoned and very persuasive. Judge Bucklo soundly rejected all of CCGI's arguments, finding many of them unsupported by the undisputed facts established in this case and the controlling law. She held that under the unambiguous terms of the Asset Purchase Agreement and related contracts, 350 Green had the right to assign the electric chargers and its interests in leases, licenses and agreements with the hosts for the chargers to our client, JNS and has ordered 350 Green to assign those assets to JNS Power. Our client is obviously satisfied with the Court's decision, and the expedited nature by which the Court rendered its decision."
This press release does not constitute an offer of any securities for sale. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and the company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
SOURCE Hogan Marren, Ltd.
http://rt.prnewswire.com/rt.gif?NewsItemId=CG86857&Transmission_Id=201309251826PR_NEWS_USPR_____CG86857&DateId=20130925
http://www.prnewswire.com
Copyright (C) 2013 PR Newswire. All rights reserved
-0-
KEYWORD: Illinois
INDUSTRY KEYWORD: FIN
OTC
UTI
OIL
TRN
AUT
SUBJECT CODE: ATY
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
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Candlestick Chart Analysis on JNSH CHART Play 0.0159
http://www.jnsholdings.com/
http://www.jnsholdings.com/investor-relations.php
Authorized Shares : 205,000,000
Shares Outstanding : 119,721,624
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JNSH Security Details
http://www.otcmarkets.com/stock/JNSH/company-info
Share Structure
Market Value1$1,843,713a/o Oct 02, 2013
Shares Outstanding119,721,624a/o Jun 30, 2013
Float63,504,182a/o Mar 31, 2013
Authorized Shares200,000,000a/o Jun 30, 2013
Par Value 0.0001
Shareholders
Shareholders of RecordNot Available
Corporate Actions
Ex. DateRecord DatePay Date
Dividend (0.00)Mar 03, 2008Feb 11, 2008Feb 29, 2008
Security Notes
Capital Change=shs decreased by 1 for 100 split. Pay date=05/17/2004.
Latest Addt'l Issue=7-95 4,000,000 shs (200,000 min.) at 10 cents by the company
Cap. Change=shs decreased by 1 for 12 split. Pay. date=07-28-00.
Capital Change=shs increased by 2 for 1 split. Ex-date=3-6-01. Rec date=2-26-01. Pay date=3-5-01
Capital Change=shs increased by 11 for 1 split. Ex-date=4-13-06. Rec date=3-17-06. Pay date=3-31-06
Capital Change=shs decreased by 1 for 80 split. Pay date=10/29/2007.
Short Selling Data
Short Interest0 (-100%)
Aug 30, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Action Stock Transfer Corporation
http://www.otcmarkets.com/stock/JNSH/company-info
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District Court Enforced JNS Power & Control Systems' Asset Purchase Agreement with 350Green LLC
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
CHICAGO, Sept. 25, 2013 /PRNewswire via COMTEX/ -- JNS Holdings Corporation (OTC Markets Group: JNSH) today announced that its subsidiary JNS Power & Control Systems, Inc. ("JNS Power") has received a favorable ruling in its lawsuit against 350 Green, LLC ("350 Green") for enforcement of an Asset Purchase Agreement with 350 Green. Under the terms of the Asset Purchase Agreement, 350 Green, an owner and operator of electric vehicle ("EV") charging stations throughout the country, contracted to deliver to JNS Power its chargers and license agreements with property owners, all of which are located in the Chicagoland area. On September 24, 2013, the U.S. District Court for the Northern District of Illinois, Judge Elaine Bucklo issued a ruling ordering 350 Green to deliver the chargers and licenses as contracted in the Asset Purchase Agreement. In her ruling Judge Bucklo also ruled that the claim made by one of JNS Power's competitors, Car Charging Group,
Inc. ("CCGI"), concerning the Asset Purchase Agreement were without merit and found in favor of JNS Power in denying CCGI's claim.
"JNS Power is looking forward to getting this federally-funded City project back on track to provide an efficient network of car charging stations to the entire Chicago metropolitan area," said Brian Howe, JNS Power's Chief Executive Officer. "We entered into the Asset Purchase Agreement with 350 Green in April fully prepared to complete the Chicago project in the timely matter required by the grant and have worked since then to expedite the court's resolution of these matters. We have always maintained that CCGI's claims against JNS were baseless. Now we have a federal judge who agrees with us," Howe said.
Kelly McCloskey Cherf, partner of Hogan Marren, Ltd., attorney for JNS Power, added, "We believe the Court's decision was well-reasoned and very persuasive. Judge Bucklo soundly rejected all of CCGI's arguments, finding many of them unsupported by the undisputed facts established in this case and the controlling law. She held that under the unambiguous terms of the Asset Purchase Agreement and related contracts, 350 Green had the right to assign the electric chargers and its interests in leases, licenses and agreements with the hosts for the chargers to our client, JNS and has ordered 350 Green to assign those assets to JNS Power. Our client is obviously satisfied with the Court's decision, and the expedited nature by which the Court rendered its decision."
This press release does not constitute an offer of any securities for sale. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and the company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
SOURCE Hogan Marren, Ltd.
http://rt.prnewswire.com/rt.gif?NewsItemId=CG86857&Transmission_Id=201309251826PR_NEWS_USPR_____CG86857&DateId=20130925
http://www.prnewswire.com
Copyright (C) 2013 PR Newswire. All rights reserved
-0-
KEYWORD: Illinois
INDUSTRY KEYWORD: FIN
OTC
UTI
OIL
TRN
AUT
SUBJECT CODE: ATY
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
http://www.stockwatch.com/News/Item.aspx?bid=U-prCG86857-U%3aJNSH-20130925&symbol=JNSH®ion=U
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(THEDIRECTORY.COM) Short Selling Data Report SEEK CHART PLAY 0.0026
I have been analyzing short selling data since the date of Tuesday 11 05 2013 & Sunday, November 10, 2013. Also Is SEEK a play here at 0.0054 ? N0, whats your predictions for the week ? morning drop or gap? I think it will or may gap down IMO, SEEK seems like a train wreck to me, but however she goes as soon as I am even I am out of this " POS." But take back to boot the ascending up trend channel that could take form and that could re-test the old high of 0.0077 11/05/2013 come into the chart channel play, and If we do you have better hold onto your pants and be ready with your E check books but this POS Into your favor, and win against those slick ass Market Makers and watch every little tic as it comes inn.
Hy-Pophysis & dd-research by - "Stockcaller" - Friday, 11/22/13 11:50:49 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=94362030
SEEK is a long term winner, this is a hold. As long as the 50MA stays above the 200MA line in an ascending order you bet the stock will run. Keep watching this one, lots of room to run, it's pointing towards the sky walking up a slope. The price climbs along, watch and learn. May not be a fast runner but it will win over time, hold and enjoy the results.
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Mark this post for future reference. We got a winner here.
http://www.thedirectory.com/
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SEEK Security Details
http://www.otcmarkets.com/stock/SEEK/company-info
Share Structure
Market Value1 $2,847,521 a/o Sep 27, 2013
Shares Outstanding 2,847,521,297 a/o Aug 07, 2013
Float 2,697,521,297 a/o Aug 07, 2013
Authorized Shares 3,501,000,000 a/o Aug 07, 2013
Par Value 0.001
Shareholders
Shareholders of Record 647 a/o Aug 07, 2013
Corporate Actions
Ex. Date Record Date Pay Date
Dividend () * Sep 07, 2007 Sep 27, 2007
Security Notes
Capital Change=shs decreased by 1 for 100 split. Effective date=6-20-03
Capital Change=shs increased by 3 for 1 split. Pay date=2-3-05.
Capital Change=shs decreased by 1 for 1000 split. Pay date=01/10/2008.
Short Selling Data
Short Interest 0 (-100%)
Sep 13, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Standard Registrar and Transfer Co., Inc.
http://www.otcmarkets.com/stock/SEEK/company-info
Utah Secretary of State
Registration Date: 06/29/1983
Last Renewed: 04/18/2013
https://secure.utah.gov/bes/action/details?entity=838024-0142
http://www.google.com/cse?cx=partner-pub-1166018210675116%3Aamr1i3-65iy&ie=ISO-8859-1&q=THEDIRECTORY.COM%2C+INC.&sa=Search&siteurl=www.secstates.com%2FUT_Utah_Secretary_of_State_Corporation_Search%2F&ref=www.secstates.com%2FNV_Nevada_Secretary_of_State_Corporation_Search%2F&ss=#gsc.tab=0&gsc.q=THEDIRECTORY.COM%2C%20INC.&gsc.page=1
Company Notes
Formerly=Elysium Internet, Inc. until 8-2011
Formerly=U.S. Biodefense, Inc. until 7-2008
Formerly=Piedmont, Inc. until 6-03
ELYSIUM INTERNET INC CIK#: 0001122130 (see all SEC company filings)
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001122130&owner=include&count=40
Get SEC insider transactions for this issuer.
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TheDirectory.com, Inc. to File Audited Financial Statements After the Market Closes Friday
2013-11-06 14:19 ET - News Release
TAMPA, FL -- (Marketwired) -- 11/06/13
http://www.stockwatch.com/News/Item.aspx?bid=U-i1066031-U%3aSEEK-20131106&symbol=SEEK®ion=U
TheDirectory.com, Inc. (PINKSHEETS: SEEK), an emerging leader in the Local search space, today announced that it will file its 2 years of audited financial statements as well as its 2013 Q3 unaudited results after the market close this Friday, November 8th, 2013. The Company also announced plans to host a shareholder conference call next Tuesday, November 12th, 2013 after the market close.
TheDirectory.com Founder and Chief Executive Officer Scott Gallagher commented, "This has been an exciting and busy period for us on multiple fronts. We're currently in New York City at the Ad Tech conference meeting with partners and potential partners regarding the future growth of our Directories and City Guides. We just completed the best month in the history of our Company generating unaudited topline sales of around $250,000 in October. We expect November to be an even better month to finish the best year, in terms of revenue, in the Company's history." Gallagher continued, "This Friday after the market closes we'll be filing our 2 years of audited financial results as well as our Q3 report. The filing of these reports will finally lead us back to fully reporting status as we prepare to report Q4 which will be far and away the best quarter we've ever had."
About TheDirectory.com, Inc.
http://www.TheDirectory.com network includes over 2,000 locally targeted Internet domains and websites that generate over 6 million unique users a month. The Company owns and operates vertical directories such http://www.PodiatristProfiles.com http://www.Chiropractor.net http://www.Therapists.net http://www.Dietitians.net http://www.DentistAppointments.com and others. The Company also owns and operates one of the world's largest city guide networks under the http://www.HelloNetwork.com brand. For more information see the company's financial statements and related filings on http://www.OTCMarkets.com or http://www.SEC.Gov.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). TheDirectory.com, Inc. cautions that the statements made in this press release constitute forward-looking statements and no guarantees of future performance and actual results or developments may differ materially from projections in forward-looking statements. Forward-looking statements are based on estimates and opinions of management at time the statements are made.
Contact:
Scott Gallagher
727-417-7807
http://www.stockwatch.com/News/Item.aspx?bid=U-i1066031-U%3aSEEK-20131106&symbol=SEEK®ion=U
© 2013 Canjex Publishing Ltd. All rights reserved.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2012
_______________________________
THE DIRECTORY, INC.
(Exact name of registrant as specified in its charter)
______________________________
Utah 000-31431 33-0052057
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
PO Box 992 Oldsmar, Florida 34677
(Address of Principal Executive Offices) (Zip Code)
(727)417-7807
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
On September 26 th 2012, the Company signed a binding letter of intent with Internet Brands, Inc. to sell its Podiatry related websites including www.PodiatristProfiles.com for a total of $780,000 in cash. This offer followed an earlier offer to buy all 100% of the assets of TheDirectory.com, Inc. for $1.2 Million in cash which was rejected by management in August. The binding letter of intent expired on Friday November 16 th , 2012 and the transaction did not close for reasons relating to Internet Brands, Inc., TheDirectory.com, Inc. full filled all of its obligations under the agreement.
SIGNATURE
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2012 The Directory.com, Inc
By /s/ Scott Gallagher
Name: Scott Gallegher
Title:Chief Executive Officer
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
OTC Disclosure & News Service
Sep 16, 2013 TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status Press Release
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status
Sep 16, 2013
OTC Disclosure & News Service
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status
TAMPA, FL--(Marketwired - Sep 16, 2013) - ?TheDirectory.com, Inc. (PINKSHEETS: SEEK), an emerging leader in the Local search space, today released the following shareholder update.
TheDirectory.com, Inc. has been, over the past month or so, in the process of becoming an SEC exchange act reporting Company. We are using regular updates to our stockholders until we complete the process. Once it's completed the Company plans to up-list its shares to be quoted on either the OTCBB or OTCQX depending on events relating to acquisitions and the Company's share price.
TheDirectory.com founder and CEO Scott Gallagher commented, "We've been working closely with our accountants over the recent weeks to complete the required filings and are at this point, only a few weeks away from finishing the all-important task of becoming a fully reporting SEC exchange act reporting Company. We expect to complete the audit requirements on our side this week. After that we'll be responding to requests as they come up with our auditors until we're finished. We're entering the final phase of the process and should be able to release a firm filing date next week. Once completed we'll officially become a fully reporting Company under SEC Exchange Act rules relating to financial reporting."
Future updates may also be released over the Company's social media outlets on Facebook and Twitter. Please make sure to follow TheDirectory.com using these links.
About TheDirectory.com, Inc.
TheDirectory.com is a diversified Local and Vertical Internet search company that owns and operates a network of?Locally targeted, category specific, search destinations anchored by its Local business search engine www.TheDirectory.com, other sites in the network include:, www.Chiropractor.net, www.Therapists.net, www.Dietitians.net and many others. For more information see the Company's financial statements and related filings on www.OTCMarkets.com.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). TheDirectory.com, Inc. cautions that the statements made in this press release constitute forward-looking statements and no guarantees of future performance and actual results or developments may differ materially from projections in forward-looking statements. Forward-looking statements are based on estimates and opinions of management at time the statements are made.
Contact:
Scott Gallagher
727-417-7807
Email Contact
Copyright © 2013 Marketwire. All Rights Reserved
http://www.stockwatch.com/Quote/Detail.aspx?symbol=SEEK®ion=U
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
http://stockcharts.com/h-sc/ui?s=SEEK&p=D&yr=0&mn=6&dy=21&id=p68596950299&a=317530146
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.
ELRA CHART 0.0790
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ELRAY RESOURCES, INC. CIK#: 0001402371 (see all SEC company filings)
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Page # 1
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=ykflu%252fcZsBcVmd91lAMCqQ%253d%253d
Page # 2
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=ykflu%252fcZsBcVmd91lAMCqQ%253d%253d&CorpName=ELRAY+RESOURCES%2c+INC.
Nevada Secretary of State
Page 1
ELRAY RESOURCES, INC.
Business Entity Information
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=ykflu%252fcZsBcVmd91lAMCqQ%253d%253d
Status: Active File Date: 12/13/2006
Type: Domestic Corporation Entity Number: E0928972006-6
Qualifying State: NV List of Officers Due: 12/31/2012
Managed By:
Expiration Date:
NV Business ID: NV20061804469 Business License Exp: 12/31/2012
Additional Information
Central Index Key: 0001402371
Registered Agent Information
Name: INC LEGAL SERVICES Address 1: 3050 SIRIUS AVE STE 103
Address 2: City: LAS VEGAS
State: NV Zip Code: 89102
Phone: Fax:
Mailing Address 1: Mailing Address 2:
Mailing City: Mailing State: NV
Mailing Zip Code:
Agent Type: Commercial Registered Agent - Corporation
Jurisdiction: NEVADA Status: Active
View all business entities under this registered agent
Financial Information
No Par Share Count: 0 Capital Amount: $ 1,500,000.00
Par Share Count: 1,500,000,000.00 Par Share Value: $ 0.001
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=ykflu%252fcZsBcVmd91lAMCqQ%253d%253d
Officers Include Inactive Officers
President - ANTHONY B GOODMAN
Address 1: 1 CADIGAL PLACE Address 2:
City: DOVER HEIGHTS State:
Zip Code: Country: AUS
Status: Active Email:
Director - ANTHONY B GOODMAN
Address 1: 1 CADIGAL PLACE Address 2:
City: DOVER HEIGHTS State:
Zip Code: Country: AUS
Status: Active Email:
Treasurer - ANTHONY B GOODMAN
Address 1: 1 CADIGAL PLACE Address 2:
City: DOVER HEIGHTS State:
Zip Code:
Country: AUS
Status: Active Email:
Secretary - DAVID E PRICE
Address 1: 13520 ORIENTAL ST
Address 2:
City: ROCKVILLE
State: MD
Zip Code: 20853 Country: USA
Status: Active Email:
Director - MICHAEL L SILVERMAN
Address 1: 345 S. REEVES DRIVE Address 2:
City: BEVERLY HILLS State: CA
Zip Code: 90212 Country: USA
Status: Active
Email:
Director - LAO SIO I
Address 1: 1421 QUEEN'S ST Address 2:
City: TORTOLA State:
Zip Code: Country: BVI
Status: Active Email:
Director - ROY SUGARMAN
Address 1: 7 NORTHCOTE ST Address 2:
City: ROSE BAY State:
Zip Code: Country: AUS
Status: Active Email:
Actions\Amendments
Click here to view 16 actions\amendments associated with this company
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"Entity Actions for "ELRAY RESOURCES, INC."
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Actions\Amendments
Action Type: Amended List
Document Number: 20120324750-06 # of Pages: 2
File Date: 5/7/2012 Effective Date:
(No notes for this action)
Action Type: Correction
Document Number: 20120319795-29 # of Pages: 1
File Date: 5/4/2012 Effective Date:
(No notes for this action)
Action Type: Correction
Document Number: 20120318044-25 # of Pages: 1
File Date: 5/3/2012 Effective Date:
(No notes for this action)
Action Type: Designation
Document Number: 20120317223-73 # of Pages: 1
File Date: 5/3/2012 Effective Date: 5/2/2012
CLASS A PREFERRED SERIES
Action Type: Annual List
Document Number:
20120111477-76 # of Pages: 1
File Date: 2/16/2012 Effective Date:
(No notes for this action)
Action Type: Amendment
Document Number: 20110225690-58 # of Pages: 1
File Date: 3/28/2011 Effective Date:
Previous Stock Value: Par Value Shares: 750,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 750,000.00 New Stock Value: Par Value Shares: 1,500,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 1,500,000.00
Action Type: Amended List
Document Number: 20110161161-90 # of Pages: 1
File Date: 3/2/2011 Effective Date:
(No notes for this action)
Action Type: Amendment
Document Number: 20110058719-44 # of Pages: 1
File Date: 1/25/2011
Effective Date:
1/21/2011
Previous Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 75,000.00 New Stock Value: Par Value Shares: 750,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 750,000.00
Action Type: Reinstatement
Document Number: 20110036438-88 # of Pages: 1
File Date: 1/18/2011 Effective Date:
rein
Action Type: Acceptance of Registered Agent
Document Number: 20110036439-99 # of Pages: 1
File Date: 1/18/2011 Effective Date:
(No notes for this action)
Action Type: Annual List
Document Number: 20090100770-36 # of Pages: 1
File Date: 1/30/2009 Effective Date:
DEC 08-09
Action Type: Registered Agent Change
Document Number: 20080845762-92 # of Pages: 1
File Date: 12/30/2008 Effective Date:
(No notes for this action)
Action Type: Amended List
Document Number: 20080571868-55 # of Pages: 2
File Date:
8/27/2008 Effective Date:
(No notes for this action)
Action Type:
Annual List
Document Number: 20080181685-79 # of Pages: 1
File Date: 3/17/2008 Effective Date:
(No notes for this action)
Action Type: Initial List
Document Number: 20070130819-01 # of Pages: 1
File Date: 2/26/2007 Effective Date:
(No notes for this action)
Action Type: Articles of Incorporation
Document Number: 20060804221-55 # of Pages: 2
File Date: 12/13/2006 Effective Date:
2 CERTIFIED COPIES AND GOOD STANDING, REGULAR MAIL 12/20/06 MN
Initial Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 75,000.00
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=ykflu%252fcZsBcVmd91lAMCqQ%253d%253d&CorpName=ELRAY+RESOURCES%2c+INC.
Return to Entity Details for "ELRAY RESOURCES, INC."
05/09/2012 (10:29 ET) ELRA: Filed New Form 8-K, Material Event Disclosure - Edgar
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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http://www.knobias.com/individual/public/quote.htm?ticker=ELRA
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 4, 2012
Commission File Number: 000-52727
ELRAY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
98-0526438
(IRS Employer Identification Number)
575 Madison Ave
Suite 1006
New York, NY, 10022
(Address of principal executive offices)
917-775-9689
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 4, 2012, Elray Resources, Inc. (“Elray Resources”) entered into an Acquisition Agreement under which it has acquired all of the outstanding shares of Golden Match, a company incorporated in the British Virgin Islands. This follows a Letter of Intent previously signed on March 22, 2012.
Under the terms of the Acquisition Agreement, Elray Resources acquired 100% of Golden Match, an investment holding company which is has a profit share agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda. (CALI); a company duly incorporated under the laws of the Special Administrative Region of Macau. In terms of the agreement, Golden Match has an 80% share in the profits of CALI. CALI is fully licensed by the Gaming Inspection and Coordination of Bureau of the Government of Macau (DICJ). All CALI gaming operations are located in Macau, the largest gaming market in the world. During March 2012, CALI generated revenues of $433 million (HK$3.261 Billion) with a gross profit of $7 million (HK$54.5 million) As consideration, Elray Resources transferred 211,018,516 of its Series A Preferred Stock to the principals of Golden Match.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT –
On the Closing Date, pursuant to the terms of the Acquisition Agreement, Elray Resources transferred 211,018,516 of its Series A Preferred Stock to the principals of Golden Match, which on a fully dilutive basis, will equal 95% of the Company’s then outstanding shares, becoming its majority shareholder.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
In accordance with the above-referenced Agreement, Mr. Lao Sio I has been appointed to join the current Board of Directors as Chairman.
Mr. Lao, 39, is a graduate of the Macau Polytechnic Institute and holds several post graduate degrees. He had been involved in the local Macau government prior to his entry into the industry in 2003. He is now widely acknowledged as one of the most respected gaming industry personnel in the Greater China Region. As Chairman, Mr. Lao Sio I will be leading the future development and growth of Elray Resources.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2012
ELRAY RESOURCES, INC.
(Registrant)
By: /s/ Brian Anthony Goodman
Brian Anthony Goodman, Director.
PUBLIC STOCK FOR PRIVATE ACQUISITION AGREEMENT
Between the Seller
Mr. Lao Sio I
And
Elray Resources, Inc. (ELRAY)
Agreement (the "Agreement") made as of the 4th day of May, 2012 by and among, Elray Resources, Inc. a Nevada corporation (ELRAY) (the "Transferee"), and Mr. Lao Sio I (The Transferor).
PRELIMINARY STATEMENT
The Transferee desires to acquire, and the Transferor desires to transfer all of his shares, (100% of the shareholding) in Golden Match Holdings Ltd. (The Company), which control all of its assets, including without limitation all of its assets for the consideration in the transaction contemplated hereunder.
Subject to the terms and conditions of this Agreement, Transferor agrees to sell to Transferee, 100% of Golden Match Holdings Ltd., A Newly formed special purpose Investment company which will establish the ‘Know How’ and ‘Resources’ required to enter into a profit share agreement with VIP gaming promoters, and receive the profit streams from gaming operations conducted by the these VIP gaming promoters, the newly formed special purpose company ‘The Company” will establish expert skill, information, body of knowledge that;
imparts an ability for Elray to enter into a profit share agreements with VIP gaming promoters
such knowledge is not readily available, and is
outside the public domain.
Such ‘know how’ may include tangible material (such as blueprints, formulas, instructions, patterns, specifications, and trade-secrets) or intangibles (such as manufacturing practices, marketing concepts, quality control, and testing techniques) which are not common knowledge.
Elray Resources Inc. has "Series A Convertible Preferred Stock" (the "Series A Preferred Stock") are defined in certificate of designation attached Hereto.
The Transferee and the Transferor acknowledge that upon consummation of the transaction contemplated hereunder and the Stockholder Transactions, the Transferor will transfer all of its shares in Golden Match Holdings Ltd.
Golden Match Holdings Ltd will enter into a Profit Share Agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda.; a company duly incorporated under the laws of the Special Administrative Region of Macau by no later than 7th May 2012.
As consideration, the Transferee shall tender 211,018,516 of its Series A Preferred Stock of Elray Resources Inc. to the Principals of Golden Match.
1. ACQUISITION OF THE SHARES AND OTHER ACTIONS
1.01 ACQUISITION OF THE TRANSFEROR ASSETS FROM THE TRANSFEROR.
Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Transferor shall sell, assign and transfer all of its right, title and interest in all of its shares, and thus all assets from the Company, (collectively, the "Transferor Assets").
1.02 CONSIDERATION FOR THE TRANSFEROR SHARES.
In consideration for the sale and transfer of the Transferor Assets, and subject to the terms and conditions of this Agreement, Transferee shall on the Closing Date:
(a) issue to Transferor Two Hundred and Eleven Million, Eighteen Thousand Five Hundred and Sixteen (211,018,516) shares Series A Preferred Stock , at US$.001 par value per share, of Transferee ,
(b) assume all of the Transferor's obligations under the Transferor Assets for periods from and after the Closing Date.
1.04. CLOSING.
The Closing shall take place in Macau, on May 7th, 2012, or at such other place, time or date as may be mutually agreed upon in writing by the parties, once the Conditions Precedent have been met (the "Closing Date").
1.05. CONSENTS TO ASSIGNMENT.
Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom; and any attempted assignment or transfer thereof, shall be deemed null and void ab initio, unless fully agreed to in writing by the party opposite.
1.06 ADDITIONAL UNDERSTANDINGS & COMMITMENTS
Additional to all other clauses and commitments in this Agreement, both parties acknowledge and agree to the following –
All shares related to this Acquisition to be issued under rule 144.
Mr. Lao will be appointed Chairman of Elray and will have the right to appoint one more director.
Brian Goodman will sign a 12 month employment contract as well as a 3 year non- compete after leaving the company.
Mr. Lao will enter into a 12 month employment agreement as well as a 3 year non- compete after leaving the company, remuneration for Mr. Lao will be as laid out in the “Employment Terms & Profit Warranty” clause shown below.
Mr. Lao will be the sole director of Cali to protect the interests of both Golden Match and Elray.
Elray will apply to have its stock up listed to either NASDAQ or the American Stock Exchange when it meets their criteria. It will need to make the application within 120 days of the meeting the criteria, if not achieved Elray will pay a penalty of 40,000,000 Series A Preferred shares to Mr. Lao. Mr Lao will have the right to forego or delay this up listing at his sole discretion by providing the company notice of his intent in writing and obtaining written acceptance of such intent by the Elray Board.
Elray will apply for a dual or single listing on a European market within 90 days of completion of the 2012 audit, if not achieved Elray will pay a penalty of 40,000,000 Series A Preferred shares to Mr. Lao. Mr Lao will have the right to forego or delay this dual listing at his sole discretion by providing the company notice of his intent in writing and obtaining written acceptance of such intent by Elray Board.
Elray will achieve a reverse split of 100 to 1 shares of its common stock by advising Finra of such a Split within 90 days of completion date of this agreement.
Elray will appoint an experienced and qualified CFO.
Elray, will on a best efforts basis, with the new management team raise a further One Hundred Million US Dollars in debt, equity or lines of credit from Casino Operators. All lines of credit granted to Cali or Elray will be regarded as a contribution to the US$100,000,000.
Elray’s CFO or representative nominated by the Elray board will have the right at any time to review and audit Cali’s financial information.
Employment Terms & Profit Warranty
Mr. Lao shall receive an annual payment in return for his ongoing services equal to 10% of the pre tax profits of Golden Match as his compensation, based on US GAAP.
MCTL and MHL will escrow a total of 33,235,416 of Elray Series A Preferred shares received as part of this Agreement (MCTL to Escrow 22,156,944 Series A Preferred shares and MHL to Escrow 11,078,472 Series A Preferred Stock)
Elray’s appointed Escrow agent shall release these shares in equal installments over three years, upon achieving the following:
In each year Golden Match Holdings Ltd will be required to achieve at least 50% of the budgeted EBITDA approved by the Elray Board of Directors. Failure to do so will result in that year’s shares being transferred from escrow to treasury stock for cancelation.
An additional incentive based on performance will be defined over a three year period. MCTL will receive a total of 4,985,312 bonus Series A Preferred Stock, 166,1771 Series A Preferred Stock for each of three years that GM’s EBITDA exceeds its target outlines in “Attachment A” of 15% or more.
2. REPRESENTATIONS OF THE TRANSFEROR REGARDING THE TRANSFEROR ASSETS.
The Transferor represents and warrants to the Transferee as follows:
(a) The Transferor has good and marketable title to the Transferor Assets, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
(b) The Transferor is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by the Transferor or the transfer, conveyance and sale of the Transferor Assets to the Transferee pursuant to the terms hereof.
(c) No broker or finder has acted for the Transferor in connection with this agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Transferor.
(d) Transferor is not in default under any of the Transferor Contracts, and, to the Transferor's knowledge, no third party is in default under any of the Transferor Assets. The Transferor Assets, together with the assets held by the Companies, constitute all of the assets necessary to operate the business of the Transferor and the Companies as currently conducted.
3. REPRESENTATIONS OF THE TRANSFEROR REGARDING THE TRANSFEROR.
The Transferor represents and warrants to the Transferee as follows:
3.01. ORGANIZATION.
The Transferor is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands, and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.
3.02. THE COMPANY.
Schedule 3.02 attached hereto sets forth: (i) the name of the Company; (ii) the jurisdiction of incorporation of the Company; (iii) the names of the officers and directors of each Company; and (iv)the jurisdictions in which the Company is qualified or holds licenses to do business as a foreign corporation. The Company is a corporation duly organized and validly existing and in good standing under the laws of the British Virgin Islands and has all requisite power and authority to own its properties and carry on its business as now being conducted. Each of the Companies is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where any failure to be in good standing would not result in, individually or in the aggregate, a Material Adverse Effect (as defined in Section 3.12). Copies of the charter, bylaws and other governing instruments of the Companies, each as amended to date, have been delivered to the Transferee, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery.
3.03. AUTHORIZATION.
The execution and delivery by the Transferor of this Agreement and the agreements provided for herein, and the consummation by the Transferor of all transactions contemplated hereunder and thereunder by the Transferor, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Transferor. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Transferor is a party constitute the valid and legally binding obligations of the Transferor, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Transferor of this Agreement and the agreements provided for herein, and the consummation by the Transferor of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Transferor; (b) violate the provisions of the Certificate of Incorporation or Bylaws of the Transferor; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companies is a party or by which any of the Companies or any of its properties is or may be bound. Schedule 3.03 attached hereto sets forth a true, correct and complete list of all consents and approvals of third parties (including Governmental Entities) that are required in connection with the consummation by the Transferor of the transactions contemplated by this Agreement.
3.04. ABSENCE OF UNDISCLOSED LIABILITIES.
Except as and to the extent (a) reflected and reserved against in the Current Balance Sheets, (b) set forth on Schedule 3.05 attached hereto, or (c) incurred in the ordinary course of business after the date of the Current Balance Sheets and not material in amount, either individually or in the aggregate, none of the Company has any liability or obligation, secured or unsecured, whether accrued, absolute, contingent, unasserted or otherwise, which, either individually or in the aggregate, is material to the condition (financial or otherwise) of the assets, properties, business or prospects of such Company.
3.05. LITIGATION.
Except as set forth on Schedule 3.06 attached hereto (a) there is no action, suit or proceeding to which the Transferor or any of the Companies is a party (either as a plaintiff or defendant) pending or threatened before any court or governmental agency, authority, body or arbitrator and, to the best knowledge of the Transferor, there is no basis for any such action, suit or proceeding; (b) neither the Transferor, any of the Companies, nor, to the best knowledge of the Transferor, any officer, director or employee of any of the foregoing, has been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of the Transferor or any of the Companies; and (c) there is not in existence on the date hereof any order, judgment or decree of any court, tribunal or agency enjoining or requiring the Transferor or any of the Companies to take any action of any kind with respect to its business, assets or properties.
3.06. REPRESENTATION
(i)All Contracts are valid and binding of the Transferor, enforceable against the Transferor in accordance with its terms, and the Transferor does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not, individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Material Adverse Effect.
(ii) the Transferor has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Transferor, on its part prior to the date hereof, and the Transferor, has no reason to believe that the Transferor or the relevant Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not, individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Material Adverse Effect;
(iii) the Transferor is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Company Material Adverse Effect; and
(iv) to the best knowledge of the Transferor after due inquiry, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Company Material Adverse Effect.
3.07 COMPLIANCE WITH AGREEMENTS AND LAWS.
The Transferor has all requisite licenses, permits and certificates from all local authorities necessary to conduct their respective business and own and operate their respective assets (collectively, the "Permits"). The Transferor is not in violation in any material respect of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties. The business of the Transferor and of CALI Promocao de Jogos Sociedade Unipessoal Lda has not violated, and on the date hereof does not violate any local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, immigration, occupational safety, or corrupt practices), the enforcement of which would have a Material Adverse Effect.
3.08. FULL DISCLOSURE.
There are no materially misleading misstatements in any of the representations and warranties made by Transferor in this Agreement, the Exhibits or Schedules to this Agreement, or any certificates delivered by Transferor pursuant to this Agreement and Transferor has not omitted to state any fact necessary to make statements made herein or therein not materially misleading.
3.09 SOLVENCY.
The Transferor is now cash flow insolvent and but has a positive net asset by the transactions contemplated by this Agreement. As used in this section, "insolvent" means that the sum of the debts and other probable Liabilities of the Transferor exceeds the present fair saleable value of the Transferor's assets.
4. REPRESENTATIONS OF THE TRANSFEREE REGARDING THE TRANSFEREE
The Transferee represents and warrants to the Transferor that:
4.1 ORGANIZATION AND AUTHORITY.
The Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to own its properties and to carry on its business as now being conducted. The Transferee has full power to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.
4.2 CAPITALIZATION OF THE TRANSFEREE.
On the date hereof, the Transferee's authorized capital stock consists of 1,500,000,000 shares of Common Stock, US$.001 par value, of which 844,092,578 shares are issued and outstanding, and 300,000,000 shares of Series A Convertible Preferred Stock are authorized of which zero shares are issued and outstanding. All of the outstanding shares of capital stock of the Transferee have been and on the Closing Date will be duly and validly issued and are fully paid and non-assessable.
4.3
AUTHORIZATION.
The execution and delivery of this Agreement by the Transferee, and the agreements provided for herein, and the consummation by the Transferee of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Transferee, enforceable against the Transferee in accordance with their respective terms. The execution, delivery and performance of this Agreement and the agreements provided for herein, and the consummation by the Transferee of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Transferee; (b) violate the provisions of the Transferee's Certificate of Incorporation or Bylaws; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Transferee pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Transferee is a party or by which the Transferee is or may be bound.
4.3 LITIGATION.
There is no suit, action or legal administrative, arbitration or order, proceeding or governmental investigation pending or, to the knowledge of the Transferee, threatened, to which the Transferee is a party which, considered individually or in the aggregate, would reasonably be expected to materially impair the Transferee's ability to perform its obligations under this Agreement.
4.5 BROKER'S FEE.
No broker or finder has acted for the Transferee in connection with this agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Transferee.
5.0 CONFIDENTIALITY.
The Transferor recognizes and acknowledges that by reason of its ownership of the Companies, it has had access to confidential information relating to the Business including, without limitation, information and knowledge pertaining to products and services offered, innovations, ideas, plans, trade secrets, proprietary information, advertising, sales methods and systems, sales and profit figures, customer and client lists, and relationships with dealers, customers, clients, suppliers and others who have business dealings with the Business ("Confidential Information"). The Transferor acknowledges that such Confidential Information is a valuable and unique asset and covenants that it will not disclose any such Confidential Information after Closing to any person for any reason whatsoever, unless such information is (a) within the public domain through no wrongful act of the Transferor, (b) has been rightfully received from a third party without restriction and without breach of this Agreement, (c) is required by law to be disclosed or is disclosed for purposes of defending claims related to the Transferor or the Companies in a manner designed to protect the confidentiality of the Confidential Information or (d) represents historical information reasonably required by a prospective purchaser of the Transferor.
6.0 ADDITIONAL TERMS.
The Transferor acknowledges that the restrictions contained in this Section 10 are reasonable and necessary to protect the legitimate interest of the Transferee, and that any violation will result in irreparable injury to the Transferee. The Transferor agrees that the Transferee shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or providing bond, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 10, which rights shall be cumulative and in addition to any other rights or remedies to which the Transferee may be entitled. In the event that any of the provisions of this Section 10 should ever be adjudicated to exceed the time, geography, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitation permitted by applicable law. The covenants set forth in this Section 10 shall be binding upon the successors and assigns of the Transferor, including any acquirer of all or substantially all the assets or business of the Transferor.
7.0 NOTICES.
Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by telex, federal express, registered or certified mail, postage prepaid, addressed as follows or to such other address of which the parties may have given notice:
To the Transferee: Elray Resources, Inc.
13520 Oriental St
Rockville, MD 20853
To the Transferor: Mr. Lao Sio I
Avenida Marciano Baptista No. 26,
10 Andar. E-J Edif.
Centro C. Chong Fok
Macau
To: Golden Match Holdings, Ltd.
10th Floor, Cosco Tower
Grand Millennium Plaza
Queens Road Central, BVI
Unless otherwise specified herein, such notices or other communications shall be deemed received (a) on the date delivered, if delivered personally, or (b) three business days after being sent, if sent by registered or certified mail.
8.0. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Transferee, on the one hand, and the Transferor, on the other hand, may not assign their respective obligations hereunder without the prior written consent of the other party; provided, however, that the Transferee may assign this Agreement, and its rights and obligations hereunder, to a subsidiary or Affiliate of the Transferee. Any assignment in contravention of this provision shall be void. No assignment shall release the Transferee or the Transferor from any obligation or liability under this Agreement.
9.0 ENTIRE AGREEMENT; AMENDMENTS; ATTACHMENTS
(a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. The Transferee, by the consent of its Special Committee of Independent Directors or officers authorized by such Committee, and the Transferor may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Transferee and the Transferor.
(b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.
10. SEVERABILITY.
Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
11. INVESTIGATION OF THE PARTIES.
All representations and warranties contained herein which are made to the best knowledge of a party shall require that such party make reasonable investigation and inquiry with respect thereto to ascertain the correctness and validity thereof.
12. EXPENSES.
Except as otherwise expressly provided herein, the Transferee, on the one hand, and the Transferor, on the other hand, will pay all fees and expenses (including, without limitation, legal and accounting fees and expenses) incurred by them in connection with the transactions contemplated hereby. All fees or expenses incurred in connection with this transaction by the Transferor or any of the Companies (other than to the extent included in the Transferor Assets) shall be allocated to and borne by the Transferor, and not such companies individually.
13. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.
14. SECTION HEADINGS.
The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.
15. MODIFICATIONS.
This Agreement can be modified by a written agreement duly signed by each party.
16. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of and on the date first above written.
TRANSFEREE: Elray Resources, Inc.
By: /s/ Brian Goodman
Brian Goodman, Dir.,
Title: Chief Executive Officer
TRANSFEROR:
By: /s/ Mr Lao Sio I.,
Lao Sio I
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ELRA CHART 0.0790
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ELRAY RESOURCES, INC. CIK#: 0001402371 (see all SEC company filings)
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Page # 1
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Page # 2
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Nevada Secretary of State
Page 1
ELRAY RESOURCES, INC.
Business Entity Information
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=ykflu%252fcZsBcVmd91lAMCqQ%253d%253d
Status: Active File Date: 12/13/2006
Type: Domestic Corporation Entity Number: E0928972006-6
Qualifying State: NV List of Officers Due: 12/31/2012
Managed By:
Expiration Date:
NV Business ID: NV20061804469 Business License Exp: 12/31/2012
Additional Information
Central Index Key: 0001402371
Registered Agent Information
Name: INC LEGAL SERVICES Address 1: 3050 SIRIUS AVE STE 103
Address 2: City: LAS VEGAS
State: NV Zip Code: 89102
Phone: Fax:
Mailing Address 1: Mailing Address 2:
Mailing City: Mailing State: NV
Mailing Zip Code:
Agent Type: Commercial Registered Agent - Corporation
Jurisdiction: NEVADA Status: Active
View all business entities under this registered agent
Financial Information
No Par Share Count: 0 Capital Amount: $ 1,500,000.00
Par Share Count: 1,500,000,000.00 Par Share Value: $ 0.001
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Officers Include Inactive Officers
President - ANTHONY B GOODMAN
Address 1: 1 CADIGAL PLACE Address 2:
City: DOVER HEIGHTS State:
Zip Code: Country: AUS
Status: Active Email:
Director - ANTHONY B GOODMAN
Address 1: 1 CADIGAL PLACE Address 2:
City: DOVER HEIGHTS State:
Zip Code: Country: AUS
Status: Active Email:
Treasurer - ANTHONY B GOODMAN
Address 1: 1 CADIGAL PLACE Address 2:
City: DOVER HEIGHTS State:
Zip Code:
Country: AUS
Status: Active Email:
Secretary - DAVID E PRICE
Address 1: 13520 ORIENTAL ST
Address 2:
City: ROCKVILLE
State: MD
Zip Code: 20853 Country: USA
Status: Active Email:
Director - MICHAEL L SILVERMAN
Address 1: 345 S. REEVES DRIVE Address 2:
City: BEVERLY HILLS State: CA
Zip Code: 90212 Country: USA
Status: Active
Email:
Director - LAO SIO I
Address 1: 1421 QUEEN'S ST Address 2:
City: TORTOLA State:
Zip Code: Country: BVI
Status: Active Email:
Director - ROY SUGARMAN
Address 1: 7 NORTHCOTE ST Address 2:
City: ROSE BAY State:
Zip Code: Country: AUS
Status: Active Email:
Actions\Amendments
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"Entity Actions for "ELRAY RESOURCES, INC."
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Actions\Amendments
Action Type: Amended List
Document Number: 20120324750-06 # of Pages: 2
File Date: 5/7/2012 Effective Date:
(No notes for this action)
Action Type: Correction
Document Number: 20120319795-29 # of Pages: 1
File Date: 5/4/2012 Effective Date:
(No notes for this action)
Action Type: Correction
Document Number: 20120318044-25 # of Pages: 1
File Date: 5/3/2012 Effective Date:
(No notes for this action)
Action Type: Designation
Document Number: 20120317223-73 # of Pages: 1
File Date: 5/3/2012 Effective Date: 5/2/2012
CLASS A PREFERRED SERIES
Action Type: Annual List
Document Number:
20120111477-76 # of Pages: 1
File Date: 2/16/2012 Effective Date:
(No notes for this action)
Action Type: Amendment
Document Number: 20110225690-58 # of Pages: 1
File Date: 3/28/2011 Effective Date:
Previous Stock Value: Par Value Shares: 750,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 750,000.00 New Stock Value: Par Value Shares: 1,500,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 1,500,000.00
Action Type: Amended List
Document Number: 20110161161-90 # of Pages: 1
File Date: 3/2/2011 Effective Date:
(No notes for this action)
Action Type: Amendment
Document Number: 20110058719-44 # of Pages: 1
File Date: 1/25/2011
Effective Date:
1/21/2011
Previous Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 75,000.00 New Stock Value: Par Value Shares: 750,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 750,000.00
Action Type: Reinstatement
Document Number: 20110036438-88 # of Pages: 1
File Date: 1/18/2011 Effective Date:
rein
Action Type: Acceptance of Registered Agent
Document Number: 20110036439-99 # of Pages: 1
File Date: 1/18/2011 Effective Date:
(No notes for this action)
Action Type: Annual List
Document Number: 20090100770-36 # of Pages: 1
File Date: 1/30/2009 Effective Date:
DEC 08-09
Action Type: Registered Agent Change
Document Number: 20080845762-92 # of Pages: 1
File Date: 12/30/2008 Effective Date:
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Action Type: Amended List
Document Number: 20080571868-55 # of Pages: 2
File Date:
8/27/2008 Effective Date:
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Action Type:
Annual List
Document Number: 20080181685-79 # of Pages: 1
File Date: 3/17/2008 Effective Date:
(No notes for this action)
Action Type: Initial List
Document Number: 20070130819-01 # of Pages: 1
File Date: 2/26/2007 Effective Date:
(No notes for this action)
Action Type: Articles of Incorporation
Document Number: 20060804221-55 # of Pages: 2
File Date: 12/13/2006 Effective Date:
2 CERTIFIED COPIES AND GOOD STANDING, REGULAR MAIL 12/20/06 MN
Initial Stock Value: Par Value Shares: 75,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 75,000.00
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Return to Entity Details for "ELRAY RESOURCES, INC."
05/09/2012 (10:29 ET) ELRA: Filed New Form 8-K, Material Event Disclosure - Edgar
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 4, 2012
Commission File Number: 000-52727
ELRAY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
98-0526438
(IRS Employer Identification Number)
575 Madison Ave
Suite 1006
New York, NY, 10022
(Address of principal executive offices)
917-775-9689
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 4, 2012, Elray Resources, Inc. (“Elray Resources”) entered into an Acquisition Agreement under which it has acquired all of the outstanding shares of Golden Match, a company incorporated in the British Virgin Islands. This follows a Letter of Intent previously signed on March 22, 2012.
Under the terms of the Acquisition Agreement, Elray Resources acquired 100% of Golden Match, an investment holding company which is has a profit share agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda. (CALI); a company duly incorporated under the laws of the Special Administrative Region of Macau. In terms of the agreement, Golden Match has an 80% share in the profits of CALI. CALI is fully licensed by the Gaming Inspection and Coordination of Bureau of the Government of Macau (DICJ). All CALI gaming operations are located in Macau, the largest gaming market in the world. During March 2012, CALI generated revenues of $433 million (HK$3.261 Billion) with a gross profit of $7 million (HK$54.5 million) As consideration, Elray Resources transferred 211,018,516 of its Series A Preferred Stock to the principals of Golden Match.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT –
On the Closing Date, pursuant to the terms of the Acquisition Agreement, Elray Resources transferred 211,018,516 of its Series A Preferred Stock to the principals of Golden Match, which on a fully dilutive basis, will equal 95% of the Company’s then outstanding shares, becoming its majority shareholder.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
In accordance with the above-referenced Agreement, Mr. Lao Sio I has been appointed to join the current Board of Directors as Chairman.
Mr. Lao, 39, is a graduate of the Macau Polytechnic Institute and holds several post graduate degrees. He had been involved in the local Macau government prior to his entry into the industry in 2003. He is now widely acknowledged as one of the most respected gaming industry personnel in the Greater China Region. As Chairman, Mr. Lao Sio I will be leading the future development and growth of Elray Resources.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2012
ELRAY RESOURCES, INC.
(Registrant)
By: /s/ Brian Anthony Goodman
Brian Anthony Goodman, Director.
PUBLIC STOCK FOR PRIVATE ACQUISITION AGREEMENT
Between the Seller
Mr. Lao Sio I
And
Elray Resources, Inc. (ELRAY)
Agreement (the "Agreement") made as of the 4th day of May, 2012 by and among, Elray Resources, Inc. a Nevada corporation (ELRAY) (the "Transferee"), and Mr. Lao Sio I (The Transferor).
PRELIMINARY STATEMENT
The Transferee desires to acquire, and the Transferor desires to transfer all of his shares, (100% of the shareholding) in Golden Match Holdings Ltd. (The Company), which control all of its assets, including without limitation all of its assets for the consideration in the transaction contemplated hereunder.
Subject to the terms and conditions of this Agreement, Transferor agrees to sell to Transferee, 100% of Golden Match Holdings Ltd., A Newly formed special purpose Investment company which will establish the ‘Know How’ and ‘Resources’ required to enter into a profit share agreement with VIP gaming promoters, and receive the profit streams from gaming operations conducted by the these VIP gaming promoters, the newly formed special purpose company ‘The Company” will establish expert skill, information, body of knowledge that;
imparts an ability for Elray to enter into a profit share agreements with VIP gaming promoters
such knowledge is not readily available, and is
outside the public domain.
Such ‘know how’ may include tangible material (such as blueprints, formulas, instructions, patterns, specifications, and trade-secrets) or intangibles (such as manufacturing practices, marketing concepts, quality control, and testing techniques) which are not common knowledge.
Elray Resources Inc. has "Series A Convertible Preferred Stock" (the "Series A Preferred Stock") are defined in certificate of designation attached Hereto.
The Transferee and the Transferor acknowledge that upon consummation of the transaction contemplated hereunder and the Stockholder Transactions, the Transferor will transfer all of its shares in Golden Match Holdings Ltd.
Golden Match Holdings Ltd will enter into a Profit Share Agreement with CALI Promocao de Jogos Sociedade Unipessoal Lda.; a company duly incorporated under the laws of the Special Administrative Region of Macau by no later than 7th May 2012.
As consideration, the Transferee shall tender 211,018,516 of its Series A Preferred Stock of Elray Resources Inc. to the Principals of Golden Match.
1. ACQUISITION OF THE SHARES AND OTHER ACTIONS
1.01 ACQUISITION OF THE TRANSFEROR ASSETS FROM THE TRANSFEROR.
Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Transferor shall sell, assign and transfer all of its right, title and interest in all of its shares, and thus all assets from the Company, (collectively, the "Transferor Assets").
1.02 CONSIDERATION FOR THE TRANSFEROR SHARES.
In consideration for the sale and transfer of the Transferor Assets, and subject to the terms and conditions of this Agreement, Transferee shall on the Closing Date:
(a) issue to Transferor Two Hundred and Eleven Million, Eighteen Thousand Five Hundred and Sixteen (211,018,516) shares Series A Preferred Stock , at US$.001 par value per share, of Transferee ,
(b) assume all of the Transferor's obligations under the Transferor Assets for periods from and after the Closing Date.
1.04. CLOSING.
The Closing shall take place in Macau, on May 7th, 2012, or at such other place, time or date as may be mutually agreed upon in writing by the parties, once the Conditions Precedent have been met (the "Closing Date").
1.05. CONSENTS TO ASSIGNMENT.
Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom; and any attempted assignment or transfer thereof, shall be deemed null and void ab initio, unless fully agreed to in writing by the party opposite.
1.06 ADDITIONAL UNDERSTANDINGS & COMMITMENTS
Additional to all other clauses and commitments in this Agreement, both parties acknowledge and agree to the following –
All shares related to this Acquisition to be issued under rule 144.
Mr. Lao will be appointed Chairman of Elray and will have the right to appoint one more director.
Brian Goodman will sign a 12 month employment contract as well as a 3 year non- compete after leaving the company.
Mr. Lao will enter into a 12 month employment agreement as well as a 3 year non- compete after leaving the company, remuneration for Mr. Lao will be as laid out in the “Employment Terms & Profit Warranty” clause shown below.
Mr. Lao will be the sole director of Cali to protect the interests of both Golden Match and Elray.
Elray will apply to have its stock up listed to either NASDAQ or the American Stock Exchange when it meets their criteria. It will need to make the application within 120 days of the meeting the criteria, if not achieved Elray will pay a penalty of 40,000,000 Series A Preferred shares to Mr. Lao. Mr Lao will have the right to forego or delay this up listing at his sole discretion by providing the company notice of his intent in writing and obtaining written acceptance of such intent by the Elray Board.
Elray will apply for a dual or single listing on a European market within 90 days of completion of the 2012 audit, if not achieved Elray will pay a penalty of 40,000,000 Series A Preferred shares to Mr. Lao. Mr Lao will have the right to forego or delay this dual listing at his sole discretion by providing the company notice of his intent in writing and obtaining written acceptance of such intent by Elray Board.
Elray will achieve a reverse split of 100 to 1 shares of its common stock by advising Finra of such a Split within 90 days of completion date of this agreement.
Elray will appoint an experienced and qualified CFO.
Elray, will on a best efforts basis, with the new management team raise a further One Hundred Million US Dollars in debt, equity or lines of credit from Casino Operators. All lines of credit granted to Cali or Elray will be regarded as a contribution to the US$100,000,000.
Elray’s CFO or representative nominated by the Elray board will have the right at any time to review and audit Cali’s financial information.
Employment Terms & Profit Warranty
Mr. Lao shall receive an annual payment in return for his ongoing services equal to 10% of the pre tax profits of Golden Match as his compensation, based on US GAAP.
MCTL and MHL will escrow a total of 33,235,416 of Elray Series A Preferred shares received as part of this Agreement (MCTL to Escrow 22,156,944 Series A Preferred shares and MHL to Escrow 11,078,472 Series A Preferred Stock)
Elray’s appointed Escrow agent shall release these shares in equal installments over three years, upon achieving the following:
In each year Golden Match Holdings Ltd will be required to achieve at least 50% of the budgeted EBITDA approved by the Elray Board of Directors. Failure to do so will result in that year’s shares being transferred from escrow to treasury stock for cancelation.
An additional incentive based on performance will be defined over a three year period. MCTL will receive a total of 4,985,312 bonus Series A Preferred Stock, 166,1771 Series A Preferred Stock for each of three years that GM’s EBITDA exceeds its target outlines in “Attachment A” of 15% or more.
2. REPRESENTATIONS OF THE TRANSFEROR REGARDING THE TRANSFEROR ASSETS.
The Transferor represents and warrants to the Transferee as follows:
(a) The Transferor has good and marketable title to the Transferor Assets, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
(b) The Transferor is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by the Transferor or the transfer, conveyance and sale of the Transferor Assets to the Transferee pursuant to the terms hereof.
(c) No broker or finder has acted for the Transferor in connection with this agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Transferor.
(d) Transferor is not in default under any of the Transferor Contracts, and, to the Transferor's knowledge, no third party is in default under any of the Transferor Assets. The Transferor Assets, together with the assets held by the Companies, constitute all of the assets necessary to operate the business of the Transferor and the Companies as currently conducted.
3. REPRESENTATIONS OF THE TRANSFEROR REGARDING THE TRANSFEROR.
The Transferor represents and warrants to the Transferee as follows:
3.01. ORGANIZATION.
The Transferor is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands, and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.
3.02. THE COMPANY.
Schedule 3.02 attached hereto sets forth: (i) the name of the Company; (ii) the jurisdiction of incorporation of the Company; (iii) the names of the officers and directors of each Company; and (iv)the jurisdictions in which the Company is qualified or holds licenses to do business as a foreign corporation. The Company is a corporation duly organized and validly existing and in good standing under the laws of the British Virgin Islands and has all requisite power and authority to own its properties and carry on its business as now being conducted. Each of the Companies is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where any failure to be in good standing would not result in, individually or in the aggregate, a Material Adverse Effect (as defined in Section 3.12). Copies of the charter, bylaws and other governing instruments of the Companies, each as amended to date, have been delivered to the Transferee, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery.
3.03. AUTHORIZATION.
The execution and delivery by the Transferor of this Agreement and the agreements provided for herein, and the consummation by the Transferor of all transactions contemplated hereunder and thereunder by the Transferor, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Transferor. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Transferor is a party constitute the valid and legally binding obligations of the Transferor, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Transferor of this Agreement and the agreements provided for herein, and the consummation by the Transferor of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Transferor; (b) violate the provisions of the Certificate of Incorporation or Bylaws of the Transferor; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companies is a party or by which any of the Companies or any of its properties is or may be bound. Schedule 3.03 attached hereto sets forth a true, correct and complete list of all consents and approvals of third parties (including Governmental Entities) that are required in connection with the consummation by the Transferor of the transactions contemplated by this Agreement.
3.04. ABSENCE OF UNDISCLOSED LIABILITIES.
Except as and to the extent (a) reflected and reserved against in the Current Balance Sheets, (b) set forth on Schedule 3.05 attached hereto, or (c) incurred in the ordinary course of business after the date of the Current Balance Sheets and not material in amount, either individually or in the aggregate, none of the Company has any liability or obligation, secured or unsecured, whether accrued, absolute, contingent, unasserted or otherwise, which, either individually or in the aggregate, is material to the condition (financial or otherwise) of the assets, properties, business or prospects of such Company.
3.05. LITIGATION.
Except as set forth on Schedule 3.06 attached hereto (a) there is no action, suit or proceeding to which the Transferor or any of the Companies is a party (either as a plaintiff or defendant) pending or threatened before any court or governmental agency, authority, body or arbitrator and, to the best knowledge of the Transferor, there is no basis for any such action, suit or proceeding; (b) neither the Transferor, any of the Companies, nor, to the best knowledge of the Transferor, any officer, director or employee of any of the foregoing, has been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of the Transferor or any of the Companies; and (c) there is not in existence on the date hereof any order, judgment or decree of any court, tribunal or agency enjoining or requiring the Transferor or any of the Companies to take any action of any kind with respect to its business, assets or properties.
3.06. REPRESENTATION
(i)All Contracts are valid and binding of the Transferor, enforceable against the Transferor in accordance with its terms, and the Transferor does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not, individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Material Adverse Effect.
(ii) the Transferor has fulfilled all material obligations required pursuant to the Contracts to have been performed by the Transferor, on its part prior to the date hereof, and the Transferor, has no reason to believe that the Transferor or the relevant Company will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not, individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Material Adverse Effect;
(iii) the Transferor is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Company Material Adverse Effect; and
(iv) to the best knowledge of the Transferor after due inquiry, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto, except for such breach, default or events that would not individually or in the aggregate with matters under Sections 3.13(b)(i)-(iv), reasonably be expected to result in a Company Material Adverse Effect.
3.07 COMPLIANCE WITH AGREEMENTS AND LAWS.
The Transferor has all requisite licenses, permits and certificates from all local authorities necessary to conduct their respective business and own and operate their respective assets (collectively, the "Permits"). The Transferor is not in violation in any material respect of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties. The business of the Transferor and of CALI Promocao de Jogos Sociedade Unipessoal Lda has not violated, and on the date hereof does not violate any local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, immigration, occupational safety, or corrupt practices), the enforcement of which would have a Material Adverse Effect.
3.08. FULL DISCLOSURE.
There are no materially misleading misstatements in any of the representations and warranties made by Transferor in this Agreement, the Exhibits or Schedules to this Agreement, or any certificates delivered by Transferor pursuant to this Agreement and Transferor has not omitted to state any fact necessary to make statements made herein or therein not materially misleading.
3.09 SOLVENCY.
The Transferor is now cash flow insolvent and but has a positive net asset by the transactions contemplated by this Agreement. As used in this section, "insolvent" means that the sum of the debts and other probable Liabilities of the Transferor exceeds the present fair saleable value of the Transferor's assets.
4. REPRESENTATIONS OF THE TRANSFEREE REGARDING THE TRANSFEREE
The Transferee represents and warrants to the Transferor that:
4.1 ORGANIZATION AND AUTHORITY.
The Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to own its properties and to carry on its business as now being conducted. The Transferee has full power to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.
4.2 CAPITALIZATION OF THE TRANSFEREE.
On the date hereof, the Transferee's authorized capital stock consists of 1,500,000,000 shares of Common Stock, US$.001 par value, of which 844,092,578 shares are issued and outstanding, and 300,000,000 shares of Series A Convertible Preferred Stock are authorized of which zero shares are issued and outstanding. All of the outstanding shares of capital stock of the Transferee have been and on the Closing Date will be duly and validly issued and are fully paid and non-assessable.
4.3
AUTHORIZATION.
The execution and delivery of this Agreement by the Transferee, and the agreements provided for herein, and the consummation by the Transferee of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Transferee, enforceable against the Transferee in accordance with their respective terms. The execution, delivery and performance of this Agreement and the agreements provided for herein, and the consummation by the Transferee of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Transferee; (b) violate the provisions of the Transferee's Certificate of Incorporation or Bylaws; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Transferee pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Transferee is a party or by which the Transferee is or may be bound.
4.3 LITIGATION.
There is no suit, action or legal administrative, arbitration or order, proceeding or governmental investigation pending or, to the knowledge of the Transferee, threatened, to which the Transferee is a party which, considered individually or in the aggregate, would reasonably be expected to materially impair the Transferee's ability to perform its obligations under this Agreement.
4.5 BROKER'S FEE.
No broker or finder has acted for the Transferee in connection with this agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Transferee.
5.0 CONFIDENTIALITY.
The Transferor recognizes and acknowledges that by reason of its ownership of the Companies, it has had access to confidential information relating to the Business including, without limitation, information and knowledge pertaining to products and services offered, innovations, ideas, plans, trade secrets, proprietary information, advertising, sales methods and systems, sales and profit figures, customer and client lists, and relationships with dealers, customers, clients, suppliers and others who have business dealings with the Business ("Confidential Information"). The Transferor acknowledges that such Confidential Information is a valuable and unique asset and covenants that it will not disclose any such Confidential Information after Closing to any person for any reason whatsoever, unless such information is (a) within the public domain through no wrongful act of the Transferor, (b) has been rightfully received from a third party without restriction and without breach of this Agreement, (c) is required by law to be disclosed or is disclosed for purposes of defending claims related to the Transferor or the Companies in a manner designed to protect the confidentiality of the Confidential Information or (d) represents historical information reasonably required by a prospective purchaser of the Transferor.
6.0 ADDITIONAL TERMS.
The Transferor acknowledges that the restrictions contained in this Section 10 are reasonable and necessary to protect the legitimate interest of the Transferee, and that any violation will result in irreparable injury to the Transferee. The Transferor agrees that the Transferee shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or providing bond, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 10, which rights shall be cumulative and in addition to any other rights or remedies to which the Transferee may be entitled. In the event that any of the provisions of this Section 10 should ever be adjudicated to exceed the time, geography, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitation permitted by applicable law. The covenants set forth in this Section 10 shall be binding upon the successors and assigns of the Transferor, including any acquirer of all or substantially all the assets or business of the Transferor.
7.0 NOTICES.
Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by telex, federal express, registered or certified mail, postage prepaid, addressed as follows or to such other address of which the parties may have given notice:
To the Transferee: Elray Resources, Inc.
13520 Oriental St
Rockville, MD 20853
To the Transferor: Mr. Lao Sio I
Avenida Marciano Baptista No. 26,
10 Andar. E-J Edif.
Centro C. Chong Fok
Macau
To: Golden Match Holdings, Ltd.
10th Floor, Cosco Tower
Grand Millennium Plaza
Queens Road Central, BVI
Unless otherwise specified herein, such notices or other communications shall be deemed received (a) on the date delivered, if delivered personally, or (b) three business days after being sent, if sent by registered or certified mail.
8.0. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Transferee, on the one hand, and the Transferor, on the other hand, may not assign their respective obligations hereunder without the prior written consent of the other party; provided, however, that the Transferee may assign this Agreement, and its rights and obligations hereunder, to a subsidiary or Affiliate of the Transferee. Any assignment in contravention of this provision shall be void. No assignment shall release the Transferee or the Transferor from any obligation or liability under this Agreement.
9.0 ENTIRE AGREEMENT; AMENDMENTS; ATTACHMENTS
(a) This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. The Transferee, by the consent of its Special Committee of Independent Directors or officers authorized by such Committee, and the Transferor may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed by the Transferee and the Transferor.
(b) If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of this Agreement.
10. SEVERABILITY.
Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
11. INVESTIGATION OF THE PARTIES.
All representations and warranties contained herein which are made to the best knowledge of a party shall require that such party make reasonable investigation and inquiry with respect thereto to ascertain the correctness and validity thereof.
12. EXPENSES.
Except as otherwise expressly provided herein, the Transferee, on the one hand, and the Transferor, on the other hand, will pay all fees and expenses (including, without limitation, legal and accounting fees and expenses) incurred by them in connection with the transactions contemplated hereby. All fees or expenses incurred in connection with this transaction by the Transferor or any of the Companies (other than to the extent included in the Transferor Assets) shall be allocated to and borne by the Transferor, and not such companies individually.
13. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.
14. SECTION HEADINGS.
The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.
15. MODIFICATIONS.
This Agreement can be modified by a written agreement duly signed by each party.
16. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of and on the date first above written.
TRANSFEREE: Elray Resources, Inc.
By: /s/ Brian Goodman
Brian Goodman, Dir.,
Title: Chief Executive Officer
TRANSFEROR:
By: /s/ Mr Lao Sio I.,
Lao Sio I
http://www.knobias.com/individual/public/quote.htm?ticker=ELRA
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8251373
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8251373
Candlestick Chart Analysis on TUCN CHART PLAY 0.0065
*note's* for ILBF only chart up-date this chart is in a up-trend mode and looks good for now providing the flippers and day-traders don't mess it up and drain all the USD out of the CMF indicator, to get this company up and running real strong would be to get this into the local schools in every state in the union asap and there would not be a limit on how far this company could go the sky is the limit here with the right management, here in the USA each school teacher receives $ 2,500 to $ 5,000 a month to buy supplies for the class room so if this company serious they need to wind and dine the teachers to buy this equipment or they could go right to the head district to a state buyer that buys for the whole state this is going to depend on how TUCN Company does this.
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*DAILY CHART TUCN*
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*PIVOT POINTS CHART*
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*WEEKLY CHART TUCN*
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Candlestick Chart Analysis on TUCN CHART PLAY 0.0065
*note's* for ILBF only chart up-date this chart is in a up-trend mode and looks good for now providing the flippers and day-traders don't mess it up and drain all the USD out of the CMF indicator, to get this company up and running real strong would be to get this into the local schools in every state in the union asap and there would not be a limit on how far this company could go the sky is the limit here with the right management, here in the USA each school teacher receives $ 2,500 to $ 5,000 a month to buy supplies for the class room so if this company serious they need to wind and dine the teachers to buy this equipment or they could go right to the head district to a state buyer that buys for the whole state this is going to depend on how TUCN Company does this.
http://www.touchittechnologies.com/downloads/gallery/index.html#
http://www.touchittechnologies.com/products/TouchIT_LED_Duo.html
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*DAILY CHART TUCN*
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*PIVOT POINTS CHART*
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*WEEKLY CHART TUCN*
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ECOB CERP PHRX SKTO CHARTS
http://www.ecob.net/index.php?p=investors
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http://www.pharmageninc.com/latestnews.html
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http://www.medicalgreens.com/
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http://www.medicalgreens.com/
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(THEDIRECTORY.COM) Short Selling Data Report SEEK CHART PLAY 0.0026
I have been analyzing short selling data since the date of Tuesday 11 05 2013 & Sunday, November 10, 2013. Also Is SEEK a play here at 0.0054 ? N0, whats your predictions for the week ? morning drop or gap? I think it will or may gap down IMO, SEEK seems like a train wreck to me, but however she goes as soon as I am even I am out of this " POS." But take back to boot the ascending up trend channel that could take form and that could re-test the old high of 0.0077 11/05/2013 come into the chart channel play, and If we do you have better hold onto your pants and be ready with your E check books but this POS Into your favor, and win against those slick ass Market Makers and watch every little tic as it comes inn.
http://www.thedirectory.com/
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http://www.stockwatch.com/Quote/Detail.aspx?symbol=SEEK®ion=U
SEEK Security Details
http://www.otcmarkets.com/stock/SEEK/company-info
Share Structure
Market Value1 $2,847,521 a/o Sep 27, 2013
Shares Outstanding 2,847,521,297 a/o Aug 07, 2013
Float 2,697,521,297 a/o Aug 07, 2013
Authorized Shares 3,501,000,000 a/o Aug 07, 2013
Par Value 0.001
Shareholders
Shareholders of Record 647 a/o Aug 07, 2013
Corporate Actions
Ex. Date Record Date Pay Date
Dividend () * Sep 07, 2007 Sep 27, 2007
Security Notes
Capital Change=shs decreased by 1 for 100 split. Effective date=6-20-03
Capital Change=shs increased by 3 for 1 split. Pay date=2-3-05.
Capital Change=shs decreased by 1 for 1000 split. Pay date=01/10/2008.
Short Selling Data
Short Interest 0 (-100%)
Sep 13, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Standard Registrar and Transfer Co., Inc.
http://www.otcmarkets.com/stock/SEEK/company-info
Utah Secretary of State
Registration Date: 06/29/1983
Last Renewed: 04/18/2013
https://secure.utah.gov/bes/action/details?entity=838024-0142
http://www.google.com/cse?cx=partner-pub-1166018210675116%3Aamr1i3-65iy&ie=ISO-8859-1&q=THEDIRECTORY.COM%2C+INC.&sa=Search&siteurl=www.secstates.com%2FUT_Utah_Secretary_of_State_Corporation_Search%2F&ref=www.secstates.com%2FNV_Nevada_Secretary_of_State_Corporation_Search%2F&ss=#gsc.tab=0&gsc.q=THEDIRECTORY.COM%2C%20INC.&gsc.page=1
Company Notes
Formerly=Elysium Internet, Inc. until 8-2011
Formerly=U.S. Biodefense, Inc. until 7-2008
Formerly=Piedmont, Inc. until 6-03
ELYSIUM INTERNET INC CIK#: 0001122130 (see all SEC company filings)
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001122130&owner=include&count=40
Get SEC insider transactions for this issuer.
http://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001122130
*****DAILY SEEK CHART*****
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*****PIVOT POINT SEEK CHART*****
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TheDirectory.com, Inc. to File Audited Financial Statements After the Market Closes Friday
2013-11-06 14:19 ET - News Release
TAMPA, FL -- (Marketwired) -- 11/06/13
http://www.stockwatch.com/News/Item.aspx?bid=U-i1066031-U%3aSEEK-20131106&symbol=SEEK®ion=U
TheDirectory.com, Inc. (PINKSHEETS: SEEK), an emerging leader in the Local search space, today announced that it will file its 2 years of audited financial statements as well as its 2013 Q3 unaudited results after the market close this Friday, November 8th, 2013. The Company also announced plans to host a shareholder conference call next Tuesday, November 12th, 2013 after the market close.
TheDirectory.com Founder and Chief Executive Officer Scott Gallagher commented, "This has been an exciting and busy period for us on multiple fronts. We're currently in New York City at the Ad Tech conference meeting with partners and potential partners regarding the future growth of our Directories and City Guides. We just completed the best month in the history of our Company generating unaudited topline sales of around $250,000 in October. We expect November to be an even better month to finish the best year, in terms of revenue, in the Company's history." Gallagher continued, "This Friday after the market closes we'll be filing our 2 years of audited financial results as well as our Q3 report. The filing of these reports will finally lead us back to fully reporting status as we prepare to report Q4 which will be far and away the best quarter we've ever had."
About TheDirectory.com, Inc.
http://www.TheDirectory.com network includes over 2,000 locally targeted Internet domains and websites that generate over 6 million unique users a month. The Company owns and operates vertical directories such http://www.PodiatristProfiles.com http://www.Chiropractor.net http://www.Therapists.net http://www.Dietitians.net http://www.DentistAppointments.com and others. The Company also owns and operates one of the world's largest city guide networks under the http://www.HelloNetwork.com brand. For more information see the company's financial statements and related filings on http://www.OTCMarkets.com or http://www.SEC.Gov.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). TheDirectory.com, Inc. cautions that the statements made in this press release constitute forward-looking statements and no guarantees of future performance and actual results or developments may differ materially from projections in forward-looking statements. Forward-looking statements are based on estimates and opinions of management at time the statements are made.
Contact:
Scott Gallagher
727-417-7807
http://www.stockwatch.com/News/Item.aspx?bid=U-i1066031-U%3aSEEK-20131106&symbol=SEEK®ion=U
© 2013 Canjex Publishing Ltd. All rights reserved.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2012
_______________________________
THE DIRECTORY, INC.
(Exact name of registrant as specified in its charter)
______________________________
Utah 000-31431 33-0052057
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
PO Box 992 Oldsmar, Florida 34677
(Address of Principal Executive Offices) (Zip Code)
(727)417-7807
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
On September 26 th 2012, the Company signed a binding letter of intent with Internet Brands, Inc. to sell its Podiatry related websites including www.PodiatristProfiles.com for a total of $780,000 in cash. This offer followed an earlier offer to buy all 100% of the assets of TheDirectory.com, Inc. for $1.2 Million in cash which was rejected by management in August. The binding letter of intent expired on Friday November 16 th , 2012 and the transaction did not close for reasons relating to Internet Brands, Inc., TheDirectory.com, Inc. full filled all of its obligations under the agreement.
SIGNATURE
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2012 The Directory.com, Inc
By /s/ Scott Gallagher
Name: Scott Gallegher
Title:Chief Executive Officer
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
OTC Disclosure & News Service
Sep 16, 2013 TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status Press Release
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status
Sep 16, 2013
OTC Disclosure & News Service
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status
TAMPA, FL--(Marketwired - Sep 16, 2013) - ?TheDirectory.com, Inc. (PINKSHEETS: SEEK), an emerging leader in the Local search space, today released the following shareholder update.
TheDirectory.com, Inc. has been, over the past month or so, in the process of becoming an SEC exchange act reporting Company. We are using regular updates to our stockholders until we complete the process. Once it's completed the Company plans to up-list its shares to be quoted on either the OTCBB or OTCQX depending on events relating to acquisitions and the Company's share price.
TheDirectory.com founder and CEO Scott Gallagher commented, "We've been working closely with our accountants over the recent weeks to complete the required filings and are at this point, only a few weeks away from finishing the all-important task of becoming a fully reporting SEC exchange act reporting Company. We expect to complete the audit requirements on our side this week. After that we'll be responding to requests as they come up with our auditors until we're finished. We're entering the final phase of the process and should be able to release a firm filing date next week. Once completed we'll officially become a fully reporting Company under SEC Exchange Act rules relating to financial reporting."
Future updates may also be released over the Company's social media outlets on Facebook and Twitter. Please make sure to follow TheDirectory.com using these links.
About TheDirectory.com, Inc.
TheDirectory.com is a diversified Local and Vertical Internet search company that owns and operates a network of?Locally targeted, category specific, search destinations anchored by its Local business search engine www.TheDirectory.com, other sites in the network include:, www.Chiropractor.net, www.Therapists.net, www.Dietitians.net and many others. For more information see the Company's financial statements and related filings on www.OTCMarkets.com.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). TheDirectory.com, Inc. cautions that the statements made in this press release constitute forward-looking statements and no guarantees of future performance and actual results or developments may differ materially from projections in forward-looking statements. Forward-looking statements are based on estimates and opinions of management at time the statements are made.
Contact:
Scott Gallagher
727-417-7807
Email Contact
Copyright © 2013 Marketwire. All Rights Reserved
http://www.stockwatch.com/Quote/Detail.aspx?symbol=SEEK®ion=U
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.
(THEDIRECTORY.COM) Short Selling Data Report SEEK CHART PLAY 0.0054
I have been analyzing short selling data since the date of Tuesday 11 05 2013 & Sunday, November 10, 2013. Also Is SEEK a play here at 0.0054 ? N0, whats your predictions for the week ? morning drop or gap? I think it will or may gap down IMO, SEEK seems like a train wreck to me, but however she goes as soon as I am even I am out of this " POS." But take back to boot the ascending up trend channel that could take form and that could re-test the old high of 0.0077 11/05/2013 come into the chart channel play, and If we do you have better hold onto your pants and be ready with your E check books but this POS Into your favor, and win against those slick ass Market Makers and watch every little tic as it comes inn.
http://www.thedirectory.com/
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SEEK Security Details
http://www.otcmarkets.com/stock/SEEK/company-info
Share Structure
Market Value1 $2,847,521 a/o Sep 27, 2013
Shares Outstanding 2,847,521,297 a/o Aug 07, 2013
Float 2,697,521,297 a/o Aug 07, 2013
Authorized Shares 3,501,000,000 a/o Aug 07, 2013
Par Value 0.001
Shareholders
Shareholders of Record 647 a/o Aug 07, 2013
Corporate Actions
Ex. Date Record Date Pay Date
Dividend () * Sep 07, 2007 Sep 27, 2007
Security Notes
Capital Change=shs decreased by 1 for 100 split. Effective date=6-20-03
Capital Change=shs increased by 3 for 1 split. Pay date=2-3-05.
Capital Change=shs decreased by 1 for 1000 split. Pay date=01/10/2008.
Short Selling Data
Short Interest 0 (-100%)
Sep 13, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Standard Registrar and Transfer Co., Inc.
http://www.otcmarkets.com/stock/SEEK/company-info
Utah Secretary of State
Registration Date: 06/29/1983
Last Renewed: 04/18/2013
https://secure.utah.gov/bes/action/details?entity=838024-0142
http://www.google.com/cse?cx=partner-pub-1166018210675116%3Aamr1i3-65iy&ie=ISO-8859-1&q=THEDIRECTORY.COM%2C+INC.&sa=Search&siteurl=www.secstates.com%2FUT_Utah_Secretary_of_State_Corporation_Search%2F&ref=www.secstates.com%2FNV_Nevada_Secretary_of_State_Corporation_Search%2F&ss=#gsc.tab=0&gsc.q=THEDIRECTORY.COM%2C%20INC.&gsc.page=1
Company Notes
Formerly=Elysium Internet, Inc. until 8-2011
Formerly=U.S. Biodefense, Inc. until 7-2008
Formerly=Piedmont, Inc. until 6-03
ELYSIUM INTERNET INC CIK#: 0001122130 (see all SEC company filings)
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001122130&owner=include&count=40
Get SEC insider transactions for this issuer.
http://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001122130
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TheDirectory.com, Inc. to File Audited Financial Statements After the Market Closes Friday
2013-11-06 14:19 ET - News Release
TAMPA, FL -- (Marketwired) -- 11/06/13
http://www.stockwatch.com/News/Item.aspx?bid=U-i1066031-U%3aSEEK-20131106&symbol=SEEK®ion=U
TheDirectory.com, Inc. (PINKSHEETS: SEEK), an emerging leader in the Local search space, today announced that it will file its 2 years of audited financial statements as well as its 2013 Q3 unaudited results after the market close this Friday, November 8th, 2013. The Company also announced plans to host a shareholder conference call next Tuesday, November 12th, 2013 after the market close.
TheDirectory.com Founder and Chief Executive Officer Scott Gallagher commented, "This has been an exciting and busy period for us on multiple fronts. We're currently in New York City at the Ad Tech conference meeting with partners and potential partners regarding the future growth of our Directories and City Guides. We just completed the best month in the history of our Company generating unaudited topline sales of around $250,000 in October. We expect November to be an even better month to finish the best year, in terms of revenue, in the Company's history." Gallagher continued, "This Friday after the market closes we'll be filing our 2 years of audited financial results as well as our Q3 report. The filing of these reports will finally lead us back to fully reporting status as we prepare to report Q4 which will be far and away the best quarter we've ever had."
About TheDirectory.com, Inc.
http://www.TheDirectory.com network includes over 2,000 locally targeted Internet domains and websites that generate over 6 million unique users a month. The Company owns and operates vertical directories such http://www.PodiatristProfiles.com http://www.Chiropractor.net http://www.Therapists.net http://www.Dietitians.net http://www.DentistAppointments.com and others. The Company also owns and operates one of the world's largest city guide networks under the http://www.HelloNetwork.com brand. For more information see the company's financial statements and related filings on http://www.OTCMarkets.com or http://www.SEC.Gov.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). TheDirectory.com, Inc. cautions that the statements made in this press release constitute forward-looking statements and no guarantees of future performance and actual results or developments may differ materially from projections in forward-looking statements. Forward-looking statements are based on estimates and opinions of management at time the statements are made.
Contact:
Scott Gallagher
727-417-7807
http://www.stockwatch.com/News/Item.aspx?bid=U-i1066031-U%3aSEEK-20131106&symbol=SEEK®ion=U
© 2013 Canjex Publishing Ltd. All rights reserved.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2012
_______________________________
THE DIRECTORY, INC.
(Exact name of registrant as specified in its charter)
______________________________
Utah 000-31431 33-0052057
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
PO Box 992 Oldsmar, Florida 34677
(Address of Principal Executive Offices) (Zip Code)
(727)417-7807
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
On September 26 th 2012, the Company signed a binding letter of intent with Internet Brands, Inc. to sell its Podiatry related websites including www.PodiatristProfiles.com for a total of $780,000 in cash. This offer followed an earlier offer to buy all 100% of the assets of TheDirectory.com, Inc. for $1.2 Million in cash which was rejected by management in August. The binding letter of intent expired on Friday November 16 th , 2012 and the transaction did not close for reasons relating to Internet Brands, Inc., TheDirectory.com, Inc. full filled all of its obligations under the agreement.
SIGNATURE
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2012 The Directory.com, Inc
By /s/ Scott Gallagher
Name: Scott Gallegher
Title:Chief Executive Officer
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8927727
OTC Disclosure & News Service
Sep 16, 2013 TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status Press Release
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status
Sep 16, 2013
OTC Disclosure & News Service
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
TheDirectory.com, Inc. Releases Shareholder Update as It Nears Fully Reporting Status
TAMPA, FL--(Marketwired - Sep 16, 2013) - ?TheDirectory.com, Inc. (PINKSHEETS: SEEK), an emerging leader in the Local search space, today released the following shareholder update.
TheDirectory.com, Inc. has been, over the past month or so, in the process of becoming an SEC exchange act reporting Company. We are using regular updates to our stockholders until we complete the process. Once it's completed the Company plans to up-list its shares to be quoted on either the OTCBB or OTCQX depending on events relating to acquisitions and the Company's share price.
TheDirectory.com founder and CEO Scott Gallagher commented, "We've been working closely with our accountants over the recent weeks to complete the required filings and are at this point, only a few weeks away from finishing the all-important task of becoming a fully reporting SEC exchange act reporting Company. We expect to complete the audit requirements on our side this week. After that we'll be responding to requests as they come up with our auditors until we're finished. We're entering the final phase of the process and should be able to release a firm filing date next week. Once completed we'll officially become a fully reporting Company under SEC Exchange Act rules relating to financial reporting."
Future updates may also be released over the Company's social media outlets on Facebook and Twitter. Please make sure to follow TheDirectory.com using these links.
About TheDirectory.com, Inc.
TheDirectory.com is a diversified Local and Vertical Internet search company that owns and operates a network of?Locally targeted, category specific, search destinations anchored by its Local business search engine www.TheDirectory.com, other sites in the network include:, www.Chiropractor.net, www.Therapists.net, www.Dietitians.net and many others. For more information see the Company's financial statements and related filings on www.OTCMarkets.com.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). TheDirectory.com, Inc. cautions that the statements made in this press release constitute forward-looking statements and no guarantees of future performance and actual results or developments may differ materially from projections in forward-looking statements. Forward-looking statements are based on estimates and opinions of management at time the statements are made.
Contact:
Scott Gallagher
727-417-7807
Email Contact
Copyright © 2013 Marketwire. All Rights Reserved
http://www.stockwatch.com/Quote/Detail.aspx?symbol=SEEK®ion=U
http://www.otcmarkets.com/stock/SEEK/news/TheDirectory-com--Inc--Releases-Shareholder-Update-as-It-Nears-Fully-Reporting-Status?id=68573&b=y
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.
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(PPJ ENTERPRISE) Short Selling Data Report PPJE CHART PLAY 0.0006
Hi good morning i wonder what happen here for all these big red candle sticks, does anyone on this board know what happen with PPJE ?
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(PPJ ENTERPRISE) Short Selling Data Report PPJE CHART PLAY 0.0006
note* call someone here inform and bring me up to date here on the Company / PPJE ?
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TUCN CHART PLAY 0.0055
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Candlestick Chart Analysis on GLER CHART PLAY 0.0018
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*note personal* - short selling has come to a slow or stop and once again the bulls has taken over to an upward trend with tight money stops along the way.
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
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dd-ReSearch by: stervc Member Level Tuesday, 10/15/13 02:29:49 PM
Stoic361, with your “Outstanding” GLER updates…
These are some outstanding GLER updates from one of the company’s representatives and are much appreciated of which are worth another read by all below:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92879764
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92852570
What you confirmed is awesome! It is very important for us to break down the significance of what you have been told although as minor as it initially appeared. You confirmed that what GLER filed on Aug 28, 2013 within their Form 8-K and Share Exchange Agreement with the SEC is that the .02 stated in the 8-K is relating to the ”Earnings” of GLER ”when everything is finalized” and not the expected value of the stock price:
http://finance.yahoo.com/q/sec?s=GLER+SEC+Filings
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000363/gler082820138k.htm
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000363/ex101.htm
Before reading any further to see how I’m going to explain how GLER is going to be ”fundamentally” worth anywhere from .24 to .408 per share from their growth when everything is finalized with GLER, it’s important to fully understand what the thought of Earnings is meant to us investors within the link below now that we know what is meant by the .02 that’s within the GLER filings with the SEC:
Everything Investors Need To Know About Earnings
http://www.investopedia.com/articles/basics/03/052303.asp
So let’s now derive just where GLER should fundamentally trade given this Earnings of .02 for GLER. It’s important for those who are new to GLER to understand that what is meant by ”when everything is finalized” is when the 4 Acquisitions are completed to be placed into Hawk and then Hawk with its 4 Acquisitions are then rolled up into GLER before the beginning of next year. So, it’s important right now to understand that GLER and Hawk are basically one in the same company.
The beauty about this is that so far, GLER, through Hawk, has already completed “1” of its ”4” acquisitions they are planning to complete.
Also very important about the .02 being the amount in Earnings is that it is the expected Earnings Per Share (EPS) for GLER when everything is finalized. This means that to determine a fair value of where GLER should be trading after everything is finalized, we must multiply that EPS with a Price to Earnings (P/E) Ratio. To understand the important consideration of the different usages of the P/E Ratio, read the post below:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57154170
http://www.investopedia.com/terms/p/price-earningsratio.asp
Again, the .02 is not the ”expected value” of GLER; instead the .02 indicated within their SEC filings is the EPS for ”when everything is finalized” between GLER and Hawk! So in other words, to determine a fair value of where GLER should exist to trade ”when everything is finalized” between the companies, observe below given a few variety of considerations:
First Consideration:
With this first consideration, let’s simply use a ”very” conservative P/E Ratio of 12 for its Growth Multiple. This would justify a GLER Fundamental Valuation of below:
.02 EPS x 12 Conservative P/E Ratio = .24 per share
This means that GLER could be trading within the .24 per share range after everything is finalized.
Second Consideration:
With this second consideration, let’s use a P/E Ratio of 19.80 as its Growth Multiple for the growth of GLER after everything is finalized since the company PR-ed acquiring a company to provide oil & gas services. Based on what has been PR-ed, it would appear that the company would exist within the Industry called Oil & Gas Equipment & Services below with the P/E Ratio of 19.80 which would justify a GLER Fundamental Valuation of below:
http://biz.yahoo.com/p/124conameu.html
.02 EPS x 19.80 P/E Ratio = .396 per share
This means that GLER could be trading within the .396 per share range after everything is finalized.
Third Consideration:
With this third consideration, GLER PR-ed that Hawk is acquiring a company that falls within the Industrial Food Distribution Industry below…
Quote:
http://www.ifdaonline.org/About-IFDA/Who-Are-Foodservice-Distributors
This largely behind the scenes industry includes more than 2,500 companies operating thousands of warehouses and massive transportation fleets. A typical broadline foodservice distributor may serve anywhere from 1,000 to 6,000 accounts from a single distribution center and offer their customers more than 10,000 items to meet specific operator needs. In 2012, estimated distributor annual sales in North America exceeded $200 billion.
This justifies the use of a P/E Ratio of 20.40 as its Growth Multiple for the growth of GLER after everything is finalized since the company PR-ed Hawk is acquiring a company within the Industrial Food Distribution realm. Based on what has been PR-ed, it would appear that the company would exist within the Industry called Food Wholesale below with the P/E Ratio of 20.40 based on some other companies that I researched within the Industry which would justify a GLER Fundamental Valuation of below:
http://biz.yahoo.com/p/757conameu.html
This would justify a GLER Fundamental Valuation of below:
.02 EPS x 20.40 P/E Ratio = .408 per share
This means that GLER could be trading within the .408 per share range after everything is finalized.
Fourth Consideration:
With this fourth consideration, let’s use an average P/E Ratio of the ones we used above to derive an averaged GLER Fundamental Valuation between the above valuations to justify GLER having growth from all of the above mentioned Industries which would justify a GLER Fundamental Valuation of below:
(.24 + .396 + .408) ÷ 3 = .348 per share
This means that GLER could be trading within the .348 per share range after everything is finalized.
This means that any share price of GLER that is ”significantly” below any of the above levels, could prove that GLER is ”significantly” undervalued. I think now is even more important to reiterate something that I had posted at the beginning portion of this post:
The beauty about this is that so far, GLER, through Hawk, has already completed “1” of its ”4” acquisitions they are planning to complete.
So, technically speaking, since “1” of its ”4” acquisitions have been completed, GLER could be worth ¼ of that above Fundamental Valuation mentioned above which justifies a GLER Fundamental Valuation of below:
.348 ÷ 4 = .087 per share
This means that GLER could be trading within the .087 per share right now as more and more of the market learn of what’s transpiring here with GLER.
Now let’s recap much about Trump Equipment Company (TEC) as this is the first “1” of ”4” acquisitions that have been completed. The Form 8-K recently filed with the SEC of the GLER acquisition of Trump Equipment Company (TEC) through Hawk Manufacturing, confirms that the deal is very real and legit along with some other things that are very important that is always worth another read:
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000404/0001091818-13-000404-index.htm
This PR below was filed with the SEC along with their 8-K confirms that the acquired 65% of TEC adds the value and growth below to GLER/Hawk as filed:
Quote:
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000404/ex991.htm
...The acquisition of Trump Equipment will add 48 full-time employees to Hawk Manufacturing. The acquisition will also add more than $15 million in annual revenues and EBITA of more than $2 million to Hawk Manufacturing. ...
I can’t stress this enough that the beauty about GLER/Hawk is something that the market (for now) has not acknowledged about this stock. With all of the other stocks that Investors like and are trading/investing in, almost all of them are under the thought of ”speculating” where that stock should trade if a certain amount of Revenue and Income is generated with the ”Ultimate Goal” to one day achieve being ”profitable” within the market. This one acquisition of TEC makes GLER/Hawk immediately ”profitable” and will be coming even more ”profitable” with their additional three acquisitions in the queue to be added.
Always keep in mind that a huge level of transparency has been conquered because GLER trades on the OTCQB which means that GLER is ”fully reporting” and files ”Audited Financials” and other key documents with the SEC:
http://www.sec.gov/cgi-bin/browse-edgar?company=Global+Earth+Energy&owner=exclude&action=getcompany
http://www.otcmarkets.com/stock/GLER/filings
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
Finally too, as a worst case scenario, 65% of TEC was acquired by Hawk which means that a consideration of 65% of the above valuations could be considered although they could be completed to 100% by the time everything is finalized.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
Now that we have a better understanding of just what that .02 represents that was filed by GLER within their SEC filings, now we should read the post below as their ”first” of ”four” acquisitions should now make even more sense to us all:
1
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92496377
2
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
v/r
Sterling
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
Re: I Like Bottom Fishing post# 31902
Post # of 31909
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
$GLER
DD Notes ~ GLER
##### recent news/filings ~ source: finance.yahoo.com
Thu, 17 Oct 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s (GLER) Partner Hawk Manufacturing Intends to Acquire Texas-Based SWING Machinery and Equipment
[GlobeNewswire] - WILMINGTON, N.C. -- Global Earth Energy, Inc.'s partner Hawk Manufacturing (HAWK) based in Charleston, SC, signs letter-of-intent through its Trump Equipment Company (TEC) subsidiary to acquire Swing Equipment ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-gler-131500660.html
*********************************************************
Tue, 08 Oct 2013 18:12:32 GMT ~ GLOBAL EARTH ENERGY, INC. Files SEC form 8-K, Entry into a Material Definitive Agreement, Regulation FD Disclosure
read full: http://biz.yahoo.com/e/131008/gler8-k.html
*********************************************************
Fri, 27 Sep 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s Partner Hawk Manufacturing Acquires Trump Equipment Company of Texas
[GlobeNewswire] - CHARLESTON, S.C. -- Global Earth Energy, Inc.'s (OTCQB:GLER) partner HAWK MANUFACTURING INC. (HAWK) announces the acquisition of Trump Equipment Company, Inc. (TEC) of Texas (http://trumpequipment.com/). ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-partner-131500753.html
*********************************************************
Mon, 09 Sep 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s Partner Hawk Manufacturing Finalizing Agreements on Four Businesses in Three States
[GlobeNewswire] - WILMINGTON, N.C. -- Global Earth Energy, Inc. (OTCQB:GLER) partner HAWK Manufacturing (HAWK) continues to work on reaching acquisition agreements with four businesses in three states. These businesses ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-partner-131500635.html
*********************************************************
Wed, 28 Aug 2013 14:00:26 GMT ~ GLOBAL EARTH ENERGY, INC. Files SEC form 8-K, Other Events
read full: http://biz.yahoo.com/e/130828/gler8-k.html
*********************************************************
##### chart ~ source: stockcharts.com
##### chart ~ source: eoddata.com
##### company info ~ source: otcmarkets.com
Link: http://www.otcmarkets.com/stock/GLER/company-info
Ticker: $GLER
OTC Market Place: OTCQB
CIK code: 0001121901
Company name: Global Earth Energy, Inc.
Company website: http://www.globalearthenergy.com
Incorporated In: NV, USA
##### extra dd links
Edgar filings: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001121901&owner=exclude&count=40
Latest filings: http://www.otcmarkets.com/stock/GLER/filings
Latest financials: http://www.otcmarkets.com/stock/GLER/financials
Latest news: http://www.otcmarkets.com/stock/GLER/news - http://finance.yahoo.com/q/h?s=GLER+Headlines
Major holdings: http://data.cnbc.com/quotes/GLER/tab/8.1
Insider transactions (1): http://finance.yahoo.com/q/it?s=GLER+Insider+Transactions
Insider transactions (2): http://www.secform4.com/insider-trading/GLER.htm
Insider transactions (3): http://www.insidercow.com/history/company.jsp?company=GLER
RegSho: http://www.regsho.com/tools/symbol_stats.php?sym=GLER&search=search
DTCC: http://search2.dtcc.com/?q=Global+Earth+Energy%2C+Inc.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information: http://www.spoke.com/search?utf8=%E2%9C%93&q=Global+Earth+Energy%2C+Inc.
Corporation WIKI: http://www.corporationwiki.com/search/results?term=Global+Earth+Energy%2C+Inc.&x=0&y=0
WHOIS: http://whois.domaintools.com/http://www.globalearthenergy.com
Alexa: http://www.alexa.com/siteinfo/http://www.globalearthenergy.com#
Corporate website internet archive: http://web.archive.org/web/*/http://www.globalearthenergy.com
http://www.pennystocktweets.com/stocks/profile/GLER
##### last known share structure ~ source: otcmarkets.com
Market Value: $515,730 a/o Oct 18, 2013
Shares Outstanding: 429,775,057 a/o Jul 16, 2013
Float: Not Available
Authorized Shares: Not Available
Par Value: 0.001
##### business description ~ source: otcmarkets.com
DD Notes ~ GLER
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
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Candlestick Chart Analysis on RSII CHART PLAY 0.0060
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Candlestick Chart Analysis on RSII CHART PLAY 0.0060
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Candlestick Chart Analysis on GLER CHART PLAY 0.0018
http://www.candlestickchart.com/cgi/chart.cgi?symbol=gler&exchange=US
*note personal* - short selling has come to a slow or stop and once again the bulls has taken over to an upward trend with tight money stops along the way.
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
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*WEEKLY GLER CHART*
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http://www.barchart.com/quotes/stocks/GLER
http://www.stockwatch.com/Quote/Detail.aspx?symbol=GLER®ion=U
http://www.otcmarkets.com/stock/GLER/company-info
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http://www.otcmarkets.com/stock/GLER/news
dd-ReSearch by: stervc Member Level Tuesday, 10/15/13 02:29:49 PM
Stoic361, with your “Outstanding” GLER updates…
These are some outstanding GLER updates from one of the company’s representatives and are much appreciated of which are worth another read by all below:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92879764
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92852570
What you confirmed is awesome! It is very important for us to break down the significance of what you have been told although as minor as it initially appeared. You confirmed that what GLER filed on Aug 28, 2013 within their Form 8-K and Share Exchange Agreement with the SEC is that the .02 stated in the 8-K is relating to the ”Earnings” of GLER ”when everything is finalized” and not the expected value of the stock price:
http://finance.yahoo.com/q/sec?s=GLER+SEC+Filings
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000363/gler082820138k.htm
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000363/ex101.htm
Before reading any further to see how I’m going to explain how GLER is going to be ”fundamentally” worth anywhere from .24 to .408 per share from their growth when everything is finalized with GLER, it’s important to fully understand what the thought of Earnings is meant to us investors within the link below now that we know what is meant by the .02 that’s within the GLER filings with the SEC:
Everything Investors Need To Know About Earnings
http://www.investopedia.com/articles/basics/03/052303.asp
So let’s now derive just where GLER should fundamentally trade given this Earnings of .02 for GLER. It’s important for those who are new to GLER to understand that what is meant by ”when everything is finalized” is when the 4 Acquisitions are completed to be placed into Hawk and then Hawk with its 4 Acquisitions are then rolled up into GLER before the beginning of next year. So, it’s important right now to understand that GLER and Hawk are basically one in the same company.
The beauty about this is that so far, GLER, through Hawk, has already completed “1” of its ”4” acquisitions they are planning to complete.
Also very important about the .02 being the amount in Earnings is that it is the expected Earnings Per Share (EPS) for GLER when everything is finalized. This means that to determine a fair value of where GLER should be trading after everything is finalized, we must multiply that EPS with a Price to Earnings (P/E) Ratio. To understand the important consideration of the different usages of the P/E Ratio, read the post below:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57154170
http://www.investopedia.com/terms/p/price-earningsratio.asp
Again, the .02 is not the ”expected value” of GLER; instead the .02 indicated within their SEC filings is the EPS for ”when everything is finalized” between GLER and Hawk! So in other words, to determine a fair value of where GLER should exist to trade ”when everything is finalized” between the companies, observe below given a few variety of considerations:
First Consideration:
With this first consideration, let’s simply use a ”very” conservative P/E Ratio of 12 for its Growth Multiple. This would justify a GLER Fundamental Valuation of below:
.02 EPS x 12 Conservative P/E Ratio = .24 per share
This means that GLER could be trading within the .24 per share range after everything is finalized.
Second Consideration:
With this second consideration, let’s use a P/E Ratio of 19.80 as its Growth Multiple for the growth of GLER after everything is finalized since the company PR-ed acquiring a company to provide oil & gas services. Based on what has been PR-ed, it would appear that the company would exist within the Industry called Oil & Gas Equipment & Services below with the P/E Ratio of 19.80 which would justify a GLER Fundamental Valuation of below:
http://biz.yahoo.com/p/124conameu.html
.02 EPS x 19.80 P/E Ratio = .396 per share
This means that GLER could be trading within the .396 per share range after everything is finalized.
Third Consideration:
With this third consideration, GLER PR-ed that Hawk is acquiring a company that falls within the Industrial Food Distribution Industry below…
Quote:
http://www.ifdaonline.org/About-IFDA/Who-Are-Foodservice-Distributors
This largely behind the scenes industry includes more than 2,500 companies operating thousands of warehouses and massive transportation fleets. A typical broadline foodservice distributor may serve anywhere from 1,000 to 6,000 accounts from a single distribution center and offer their customers more than 10,000 items to meet specific operator needs. In 2012, estimated distributor annual sales in North America exceeded $200 billion.
This justifies the use of a P/E Ratio of 20.40 as its Growth Multiple for the growth of GLER after everything is finalized since the company PR-ed Hawk is acquiring a company within the Industrial Food Distribution realm. Based on what has been PR-ed, it would appear that the company would exist within the Industry called Food Wholesale below with the P/E Ratio of 20.40 based on some other companies that I researched within the Industry which would justify a GLER Fundamental Valuation of below:
http://biz.yahoo.com/p/757conameu.html
This would justify a GLER Fundamental Valuation of below:
.02 EPS x 20.40 P/E Ratio = .408 per share
This means that GLER could be trading within the .408 per share range after everything is finalized.
Fourth Consideration:
With this fourth consideration, let’s use an average P/E Ratio of the ones we used above to derive an averaged GLER Fundamental Valuation between the above valuations to justify GLER having growth from all of the above mentioned Industries which would justify a GLER Fundamental Valuation of below:
(.24 + .396 + .408) ÷ 3 = .348 per share
This means that GLER could be trading within the .348 per share range after everything is finalized.
This means that any share price of GLER that is ”significantly” below any of the above levels, could prove that GLER is ”significantly” undervalued. I think now is even more important to reiterate something that I had posted at the beginning portion of this post:
The beauty about this is that so far, GLER, through Hawk, has already completed “1” of its ”4” acquisitions they are planning to complete.
So, technically speaking, since “1” of its ”4” acquisitions have been completed, GLER could be worth ¼ of that above Fundamental Valuation mentioned above which justifies a GLER Fundamental Valuation of below:
.348 ÷ 4 = .087 per share
This means that GLER could be trading within the .087 per share right now as more and more of the market learn of what’s transpiring here with GLER.
Now let’s recap much about Trump Equipment Company (TEC) as this is the first “1” of ”4” acquisitions that have been completed. The Form 8-K recently filed with the SEC of the GLER acquisition of Trump Equipment Company (TEC) through Hawk Manufacturing, confirms that the deal is very real and legit along with some other things that are very important that is always worth another read:
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000404/0001091818-13-000404-index.htm
This PR below was filed with the SEC along with their 8-K confirms that the acquired 65% of TEC adds the value and growth below to GLER/Hawk as filed:
Quote:
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000404/ex991.htm
...The acquisition of Trump Equipment will add 48 full-time employees to Hawk Manufacturing. The acquisition will also add more than $15 million in annual revenues and EBITA of more than $2 million to Hawk Manufacturing. ...
I can’t stress this enough that the beauty about GLER/Hawk is something that the market (for now) has not acknowledged about this stock. With all of the other stocks that Investors like and are trading/investing in, almost all of them are under the thought of ”speculating” where that stock should trade if a certain amount of Revenue and Income is generated with the ”Ultimate Goal” to one day achieve being ”profitable” within the market. This one acquisition of TEC makes GLER/Hawk immediately ”profitable” and will be coming even more ”profitable” with their additional three acquisitions in the queue to be added.
Always keep in mind that a huge level of transparency has been conquered because GLER trades on the OTCQB which means that GLER is ”fully reporting” and files ”Audited Financials” and other key documents with the SEC:
http://www.sec.gov/cgi-bin/browse-edgar?company=Global+Earth+Energy&owner=exclude&action=getcompany
http://www.otcmarkets.com/stock/GLER/filings
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
Finally too, as a worst case scenario, 65% of TEC was acquired by Hawk which means that a consideration of 65% of the above valuations could be considered although they could be completed to 100% by the time everything is finalized.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
Now that we have a better understanding of just what that .02 represents that was filed by GLER within their SEC filings, now we should read the post below as their ”first” of ”four” acquisitions should now make even more sense to us all:
1
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92496377
2
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
v/r
Sterling
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
Re: I Like Bottom Fishing post# 31902
Post # of 31909
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
$GLER
DD Notes ~ GLER
##### recent news/filings ~ source: finance.yahoo.com
Thu, 17 Oct 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s (GLER) Partner Hawk Manufacturing Intends to Acquire Texas-Based SWING Machinery and Equipment
[GlobeNewswire] - WILMINGTON, N.C. -- Global Earth Energy, Inc.'s partner Hawk Manufacturing (HAWK) based in Charleston, SC, signs letter-of-intent through its Trump Equipment Company (TEC) subsidiary to acquire Swing Equipment ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-gler-131500660.html
*********************************************************
Tue, 08 Oct 2013 18:12:32 GMT ~ GLOBAL EARTH ENERGY, INC. Files SEC form 8-K, Entry into a Material Definitive Agreement, Regulation FD Disclosure
read full: http://biz.yahoo.com/e/131008/gler8-k.html
*********************************************************
Fri, 27 Sep 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s Partner Hawk Manufacturing Acquires Trump Equipment Company of Texas
[GlobeNewswire] - CHARLESTON, S.C. -- Global Earth Energy, Inc.'s (OTCQB:GLER) partner HAWK MANUFACTURING INC. (HAWK) announces the acquisition of Trump Equipment Company, Inc. (TEC) of Texas (http://trumpequipment.com/). ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-partner-131500753.html
*********************************************************
Mon, 09 Sep 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s Partner Hawk Manufacturing Finalizing Agreements on Four Businesses in Three States
[GlobeNewswire] - WILMINGTON, N.C. -- Global Earth Energy, Inc. (OTCQB:GLER) partner HAWK Manufacturing (HAWK) continues to work on reaching acquisition agreements with four businesses in three states. These businesses ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-partner-131500635.html
*********************************************************
Wed, 28 Aug 2013 14:00:26 GMT ~ GLOBAL EARTH ENERGY, INC. Files SEC form 8-K, Other Events
read full: http://biz.yahoo.com/e/130828/gler8-k.html
*********************************************************
##### chart ~ source: stockcharts.com
##### chart ~ source: eoddata.com
##### company info ~ source: otcmarkets.com
Link: http://www.otcmarkets.com/stock/GLER/company-info
Ticker: $GLER
OTC Market Place: OTCQB
CIK code: 0001121901
Company name: Global Earth Energy, Inc.
Company website: http://www.globalearthenergy.com
Incorporated In: NV, USA
##### extra dd links
Edgar filings: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001121901&owner=exclude&count=40
Latest filings: http://www.otcmarkets.com/stock/GLER/filings
Latest financials: http://www.otcmarkets.com/stock/GLER/financials
Latest news: http://www.otcmarkets.com/stock/GLER/news - http://finance.yahoo.com/q/h?s=GLER+Headlines
Major holdings: http://data.cnbc.com/quotes/GLER/tab/8.1
Insider transactions (1): http://finance.yahoo.com/q/it?s=GLER+Insider+Transactions
Insider transactions (2): http://www.secform4.com/insider-trading/GLER.htm
Insider transactions (3): http://www.insidercow.com/history/company.jsp?company=GLER
RegSho: http://www.regsho.com/tools/symbol_stats.php?sym=GLER&search=search
DTCC: http://search2.dtcc.com/?q=Global+Earth+Energy%2C+Inc.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information: http://www.spoke.com/search?utf8=%E2%9C%93&q=Global+Earth+Energy%2C+Inc.
Corporation WIKI: http://www.corporationwiki.com/search/results?term=Global+Earth+Energy%2C+Inc.&x=0&y=0
WHOIS: http://whois.domaintools.com/http://www.globalearthenergy.com
Alexa: http://www.alexa.com/siteinfo/http://www.globalearthenergy.com#
Corporate website internet archive: http://web.archive.org/web/*/http://www.globalearthenergy.com
http://www.pennystocktweets.com/stocks/profile/GLER
##### last known share structure ~ source: otcmarkets.com
Market Value: $515,730 a/o Oct 18, 2013
Shares Outstanding: 429,775,057 a/o Jul 16, 2013
Float: Not Available
Authorized Shares: Not Available
Par Value: 0.001
##### business description ~ source: otcmarkets.com
DD Notes ~ GLER
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
http://www.wallstreetwindow.com/reports/TheTwoFoldFormula.pdf
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HNSS CHART PLAY 0.0002
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Candlestick Chart Analysis on JNSH CHART Play 0.0120
http://www.jnsholdings.com/
http://www.jnsholdings.com/investor-relations.php
Authorized Shares : 205,000,000
Shares Outstanding : 119,721,624
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JNSH Security Details
http://www.otcmarkets.com/stock/JNSH/company-info
Share Structure
Market Value1 $1,843,713 a/o Oct 02, 2013
Shares Outstanding
119,721,624 a/o Jun 30, 2013
Float 63,504,182 a/o Mar 31, 2013
Authorized Shares 200,000,000 a/o Jun 30, 2013
Par Value 0.0001
Shareholders
Shareholders of Record Not Available
Corporate Actions
Ex. Date Record Date Pay Date
Dividend (0.00) Mar 03, 2008 Feb 11, 2008 Feb 29, 2008
Security Notes
Capital Change=shs decreased by 1 for 100 split. Pay date=05/17/2004.
Latest Addt'l Issue=7-95 4,000,000 shs (200,000 min.) at 10 cents by the company
Cap. Change=shs decreased by 1 for 12 split. Pay. date=07-28-00.
Capital Change=shs increased by 2 for 1 split. Ex-date=3-6-01. Rec date=2-26-01. Pay date=3-5-01
Capital Change=shs increased by 11 for 1 split. Ex-date=4-13-06. Rec date=3-17-06. Pay date=3-31-06
Capital Change=shs decreased by 1 for 80 split. Pay date=10/29/2007.
Short Selling Data
Short Interest 0 (-100%)
Aug 30, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Action Stock Transfer Corporation
http://www.otcmarkets.com/stock/JNSH/company-info
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92662881
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http://www.stockwatch.com/News/Item.aspx?bid=U-prCG86857-U%3aJNSH-20130925&symbol=JNSH®ion=U
District Court Enforced JNS Power & Control Systems' Asset Purchase Agreement with 350Green LLC
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
CHICAGO, Sept. 25, 2013 /PRNewswire via COMTEX/ -- JNS Holdings Corporation (OTC Markets Group: JNSH) today announced that its subsidiary JNS Power & Control Systems, Inc. ("JNS Power") has received a favorable ruling in its lawsuit against 350 Green, LLC ("350 Green") for enforcement of an Asset Purchase Agreement with 350 Green. Under the terms of the Asset Purchase Agreement, 350 Green, an owner and operator of electric vehicle ("EV") charging stations throughout the country, contracted to deliver to JNS Power its chargers and license agreements with property owners, all of which are located in the Chicagoland area. On September 24, 2013, the U.S. District Court for the Northern District of Illinois, Judge Elaine Bucklo issued a ruling ordering 350 Green to deliver the chargers and licenses as contracted in the Asset Purchase Agreement. In her ruling Judge Bucklo also ruled that the claim made by one of JNS Power's competitors, Car Charging Group, Inc. ("CCGI"), concerning the Asset Purchase Agreement were without merit and found in favor of JNS Power in denying CCGI's claim.
"JNS Power is looking forward to getting this federally-funded City project back on track to provide an efficient network of car charging stations to the entire Chicago metropolitan area," said Brian Howe, JNS Power's Chief Executive Officer. "We entered into the Asset Purchase Agreement with 350 Green in April fully prepared to complete the Chicago project in the timely matter required by the grant and have worked since then to expedite the court's resolution of these matters. We have always maintained that CCGI's claims against JNS were baseless. Now we have a federal judge who agrees with us," Howe said.
Kelly McCloskey Cherf, partner of Hogan Marren, Ltd., attorney for JNS Power, added, "We believe the Court's decision was well-reasoned and very persuasive. Judge Bucklo soundly rejected all of CCGI's arguments, finding many of them unsupported by the undisputed facts established in this case and the controlling law. She held that under the unambiguous terms of the Asset Purchase Agreement and related contracts, 350 Green had the right to assign the electric chargers and its interests in leases, licenses and agreements with the hosts for the chargers to our client, JNS and has ordered 350 Green to assign those assets to JNS Power. Our client is obviously satisfied with the Court's decision, and the expedited nature by which the Court rendered its decision."
This press release does not constitute an offer of any securities for sale. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and the company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
SOURCE Hogan Marren, Ltd.
http://rt.prnewswire.com/rt.gif?NewsItemId=CG86857&Transmission_Id=201309251826PR_NEWS_USPR_____CG86857&DateId=20130925
http://www.prnewswire.com
Copyright (C) 2013 PR Newswire. All rights reserved
-0-
KEYWORD: Illinois
INDUSTRY KEYWORD: FIN
OTC
UTI
OIL
TRN
AUT
SUBJECT CODE: ATY
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
http://www.stockwatch.com/News/Item.aspx?bid=U-prCG86857-U%3aJNSH-20130925&symbol=JNSH®ion=U
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92662881
http://investorshub.advfn.com/SmallCap-Trading-Techniques-4203/
Candlestick Chart Analysis on JNSH CHART Play 0.0120
http://www.jnsholdings.com/
http://www.jnsholdings.com/investor-relations.php
Authorized Shares : 205,000,000
Shares Outstanding : 119,721,624
http://www.actionstocktransfer.com/
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JNSH Security Details
http://www.otcmarkets.com/stock/JNSH/company-info
Share Structure
Market Value1 $1,843,713 a/o Oct 02, 2013
Shares Outstanding
119,721,624 a/o Jun 30, 2013
Float 63,504,182 a/o Mar 31, 2013
Authorized Shares 200,000,000 a/o Jun 30, 2013
Par Value 0.0001
Shareholders
Shareholders of Record Not Available
Corporate Actions
Ex. Date Record Date Pay Date
Dividend (0.00) Mar 03, 2008 Feb 11, 2008 Feb 29, 2008
Security Notes
Capital Change=shs decreased by 1 for 100 split. Pay date=05/17/2004.
Latest Addt'l Issue=7-95 4,000,000 shs (200,000 min.) at 10 cents by the company
Cap. Change=shs decreased by 1 for 12 split. Pay. date=07-28-00.
Capital Change=shs increased by 2 for 1 split. Ex-date=3-6-01. Rec date=2-26-01. Pay date=3-5-01
Capital Change=shs increased by 11 for 1 split. Ex-date=4-13-06. Rec date=3-17-06. Pay date=3-31-06
Capital Change=shs decreased by 1 for 80 split. Pay date=10/29/2007.
Short Selling Data
Short Interest 0 (-100%)
Aug 30, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Action Stock Transfer Corporation
http://www.otcmarkets.com/stock/JNSH/company-info
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District Court Enforced JNS Power & Control Systems' Asset Purchase Agreement with 350Green LLC
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
CHICAGO, Sept. 25, 2013 /PRNewswire via COMTEX/ -- JNS Holdings Corporation (OTC Markets Group: JNSH) today announced that its subsidiary JNS Power & Control Systems, Inc. ("JNS Power") has received a favorable ruling in its lawsuit against 350 Green, LLC ("350 Green") for enforcement of an Asset Purchase Agreement with 350 Green. Under the terms of the Asset Purchase Agreement, 350 Green, an owner and operator of electric vehicle ("EV") charging stations throughout the country, contracted to deliver to JNS Power its chargers and license agreements with property owners, all of which are located in the Chicagoland area. On September 24, 2013, the U.S. District Court for the Northern District of Illinois, Judge Elaine Bucklo issued a ruling ordering 350 Green to deliver the chargers and licenses as contracted in the Asset Purchase Agreement. In her ruling Judge Bucklo also ruled that the claim made by one of JNS Power's competitors, Car Charging Group, Inc. ("CCGI"), concerning the Asset Purchase Agreement were without merit and found in favor of JNS Power in denying CCGI's claim.
"JNS Power is looking forward to getting this federally-funded City project back on track to provide an efficient network of car charging stations to the entire Chicago metropolitan area," said Brian Howe, JNS Power's Chief Executive Officer. "We entered into the Asset Purchase Agreement with 350 Green in April fully prepared to complete the Chicago project in the timely matter required by the grant and have worked since then to expedite the court's resolution of these matters. We have always maintained that CCGI's claims against JNS were baseless. Now we have a federal judge who agrees with us," Howe said.
Kelly McCloskey Cherf, partner of Hogan Marren, Ltd., attorney for JNS Power, added, "We believe the Court's decision was well-reasoned and very persuasive. Judge Bucklo soundly rejected all of CCGI's arguments, finding many of them unsupported by the undisputed facts established in this case and the controlling law. She held that under the unambiguous terms of the Asset Purchase Agreement and related contracts, 350 Green had the right to assign the electric chargers and its interests in leases, licenses and agreements with the hosts for the chargers to our client, JNS and has ordered 350 Green to assign those assets to JNS Power. Our client is obviously satisfied with the Court's decision, and the expedited nature by which the Court rendered its decision."
This press release does not constitute an offer of any securities for sale. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and the company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
SOURCE Hogan Marren, Ltd.
http://rt.prnewswire.com/rt.gif?NewsItemId=CG86857&Transmission_Id=201309251826PR_NEWS_USPR_____CG86857&DateId=20130925
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Copyright (C) 2013 PR Newswire. All rights reserved
-0-
KEYWORD: Illinois
INDUSTRY KEYWORD: FIN
OTC
UTI
OIL
TRN
AUT
SUBJECT CODE: ATY
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$WTIC $GOLD $SILVER $USD these are all tied to PEII and Oil Stocks!
*note*-ILBF*-personal notes for you to remember on and about PEII & all oil stocks in general of the overall oil markets world wide. - $WTIC $GOLD $SILVER -must go up-trend and the $USD - dollar must go down-trend in order for PEII to go up-trend to see it's full potential, so as the $USD falls oil, gold, silver, will get stronger, personal note's for ILBF only.
http://money.cnn.com/data/commodities/
http://money.cnn.com/data/currencies/
http://money.cnn.com/data/world_markets/americas/
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http://www.bloomberg.com/energy/
http://www.bloomberg.com/markets/commodities/futures/metals/
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PEII CHART PLAY 0.0038
http://petronenergyii.com/
Our OTC Stock, PEII
Outstanding Shares as of 11/18/2013
278,223,905
As of 11/6/2013 = 224,282,437
http://petronenergyii.com/blog/category/shareholder-letter/
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Petron Energy II, Inc. Reports Update on Bakken Shale Deal, LaNina, Covenant and Gerner Wells in Oklahoma
http://www.otcmarkets.com/stock/PEII/news
Dallas, TX, Nov 21, 2013 (PRWeb.com via COMTEX) -- Petron Energy II, Inc. ("Petron II" or the "Company") (OTCBB: PEII) Petron Energy II, Inc. reports update on Bakken Shale Deal in N. Dakota and LaNina, Covenant and Gerner wells in Oklahoma.
Petron Energy II, Inc., together with its subsidiaries, engages in the acquisition and development of properties for the production of crude oil and natural gas, the transportation of natural gas through its pipeline subsidiary and well servicing through its servicing subsidiary. The Company's operations are based in the United States.
Petron Energy II, Inc. announced today that in the company's October 30, 2013 press release it stated it signed a letter of intent to purchase a 5% minority position in the Bakken Shale. Smith states, "We are currently meeting with investment bankers to obtain financing for the Bakken deal, we are experiencing a lot of interest and estimate having the Bakken deal closed by yearend 2013."
Additionally, after its evaluation period for the LaNina #2, Covenant #5 and the Gerner #2 wells, each well lacks the natural virgin reservoir pressure to establish commercial production in the historical Dutcher Sandstone. Although the natural pressures were not present the company's swab test confirmed the presence of oil as stated in the July 11, 2013 press release. The Dutcher Sandstone has been productive in this area since the mid 1920's and is a historically proven oil and natural gas sand. Floyd Smith, President and CEO of Petron Energy II, Inc., states "With the many years of primary production already achieved in the Dutcher Sandstone we knew these three wells had Dutcher sands in them which had not be produced, which if they are not pressure depleted should allow us the potential for acceptable commercial rates of production." Smith further states, "Now that we have completed our evaluation period and discovered each well will not achieve commercial production from natural reservoir pressures but will benefit from our CO2-EOR(Enhanced Oil Recovery) program, we intend to begin injecting CO2 into the Dutcher reservoir to increase the reservoir pressure in the Edwards field in the next 7-10 days."
Smith goes on to say, "In our November 6, 2013 press release we stated that we would begin Secondary recovery operations in Oklahoma during the month of November. Performing CO2 injection procedures on the Dutcher sandstone will allow us to recharge the Edwards leases, which includes the LaNina #2, Covenant #5 and 16 other wells and effectively produce more original in place oil. We are a secondary recovery company which relies on production from the development of each lease and CO2-EOR is the process which provides constant commercial production at acceptable levels."
Additionally, Petron II is scheduled to drill a water source well for the Snyder/Simon lease which will allow it to begin CO2-EOR operations early next month. This lease is comprised of 13 existing Dutcher Sandstone wells, as previously stated the Dutcher Sandstone has been oil and natural gas productive since the mid-1920's. The company has 18 leases which it expects to implement CO2-EOR; Petron II believes the estimated daily production range for each lease is 30 - 50BO/D.
About Petron Energy II, Inc.:
Petron Energy II, Inc. is a Dallas-based, oil and gas exploration and production company. For further information about the Company, please visit our website
http://www.petronenergyii.com.
http://www.otcmarkets.com/stock/PEII/news
Notice Regarding Forward-Looking Statements This news release contains "forward-looking statements" (statements which are not historical facts) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as "anticipate," "could," "may," "might," "potential," "predict," "should," "estimate," "expect," "project," "believe," "plan," "envision," "continue," "intend," "target," "contemplate," or "will" and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward- looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include, but are not limited to, the time to consummate the proposed development, completion and extraction; the timing and extent of changes in market conditions and prices for natural gas and oil; the timing and extent of the Company's success in discovering, developing, producing and estimating reserves; the economic viability of, and the Company's success in drilling, the Company's ability to fund the acquisition, development, completion and extraction of oil and gas assets and the Company's planned capital investments; the Company's future property acquisition or divestiture activities; increased competition; and any other factors listed in the reports the Company has filed and may file with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date they were made. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.
http://www.otcmarkets.com/stock/PEII/news
Read the full story at http://www.prweb.com/releases/2013/11/prweb11356466.htm
URL: PRWeb.com
PRWEB.COM Newswire
-0-
PEII CHART PLAY 0.0038
http://petronenergyii.com/
Our OTC Stock, PEII
Outstanding Shares as of 11/18/2013
278,223,905
As of 11/6/2013 = 224,282,437
http://petronenergyii.com/blog/category/shareholder-letter/
http://www.otcmarkets.com/stock/PEII/company-info
http://www.otcmarkets.com/stock/PEII/news
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Petron Energy II, Inc. Reports Update on Bakken Shale Deal, LaNina, Covenant and Gerner Wells in Oklahoma
http://www.otcmarkets.com/stock/PEII/news
Dallas, TX, Nov 21, 2013 (PRWeb.com via COMTEX) -- Petron Energy II, Inc. ("Petron II" or the "Company") (OTCBB: PEII) Petron Energy II, Inc. reports update on Bakken Shale Deal in N. Dakota and LaNina, Covenant and Gerner wells in Oklahoma.
Petron Energy II, Inc., together with its subsidiaries, engages in the acquisition and development of properties for the production of crude oil and natural gas, the transportation of natural gas through its pipeline subsidiary and well servicing through its servicing subsidiary. The Company's operations are based in the United States.
Petron Energy II, Inc. announced today that in the company's October 30, 2013 press release it stated it signed a letter of intent to purchase a 5% minority position in the Bakken Shale. Smith states, "We are currently meeting with investment bankers to obtain financing for the Bakken deal, we are experiencing a lot of interest and estimate having the Bakken deal closed by yearend 2013."
Additionally, after its evaluation period for the LaNina #2, Covenant #5 and the Gerner #2 wells, each well lacks the natural virgin reservoir pressure to establish commercial production in the historical Dutcher Sandstone. Although the natural pressures were not present the company's swab test confirmed the presence of oil as stated in the July 11, 2013 press release. The Dutcher Sandstone has been productive in this area since the mid 1920's and is a historically proven oil and natural gas sand. Floyd Smith, President and CEO of Petron Energy II, Inc., states "With the many years of primary production already achieved in the Dutcher Sandstone we knew these three wells had Dutcher sands in them which had not be produced, which if they are not pressure depleted should allow us the potential for acceptable commercial rates of production." Smith further states, "Now that we have completed our evaluation period and discovered each well will not achieve commercial production from natural reservoir pressures but will benefit from our CO2-EOR(Enhanced Oil Recovery) program, we intend to begin injecting CO2 into the Dutcher reservoir to increase the reservoir pressure in the Edwards field in the next 7-10 days."
Smith goes on to say, "In our November 6, 2013 press release we stated that we would begin Secondary recovery operations in Oklahoma during the month of November. Performing CO2 injection procedures on the Dutcher sandstone will allow us to recharge the Edwards leases, which includes the LaNina #2, Covenant #5 and 16 other wells and effectively produce more original in place oil. We are a secondary recovery company which relies on production from the development of each lease and CO2-EOR is the process which provides constant commercial production at acceptable levels."
Additionally, Petron II is scheduled to drill a water source well for the Snyder/Simon lease which will allow it to begin CO2-EOR operations early next month. This lease is comprised of 13 existing Dutcher Sandstone wells, as previously stated the Dutcher Sandstone has been oil and natural gas productive since the mid-1920's. The company has 18 leases which it expects to implement CO2-EOR; Petron II believes the estimated daily production range for each lease is 30 - 50BO/D.
About Petron Energy II, Inc.:
Petron Energy II, Inc. is a Dallas-based, oil and gas exploration and production company. For further information about the Company, please visit our website
http://www.petronenergyii.com.
http://www.otcmarkets.com/stock/PEII/news
Notice Regarding Forward-Looking Statements This news release contains "forward-looking statements" (statements which are not historical facts) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as "anticipate," "could," "may," "might," "potential," "predict," "should," "estimate," "expect," "project," "believe," "plan," "envision," "continue," "intend," "target," "contemplate," or "will" and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward- looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include, but are not limited to, the time to consummate the proposed development, completion and extraction; the timing and extent of changes in market conditions and prices for natural gas and oil; the timing and extent of the Company's success in discovering, developing, producing and estimating reserves; the economic viability of, and the Company's success in drilling, the Company's ability to fund the acquisition, development, completion and extraction of oil and gas assets and the Company's planned capital investments; the Company's future property acquisition or divestiture activities; increased competition; and any other factors listed in the reports the Company has filed and may file with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date they were made. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.
http://www.otcmarkets.com/stock/PEII/news
Read the full story at http://www.prweb.com/releases/2013/11/prweb11356466.htm
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PRWEB.COM Newswire
-0-
GNCP CHART PLAY 0.0010
http://www.gncc-capital.com/
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http://stockcharts.com/h-sc/ui?s=GNCP&p=W&yr=3&mn=6&dy=21&id=p45154920493
GRPR CHART PLAY 0.00006
no i am not in the pal talk room, my other computer is down, and i can not answer PM's on ihub because i have the free version of ihub, sorry but i am working on it.
http://www.candlestickchart.com/cgi/chart.cgi?symbol=grpr&exchange=US
http://www.stockwatch.com/Quote/Detail.aspx?symbol=GRPR®ion=U
http://stockcharts.com/h-sc/ui?s=GRPR&p=D&yr=0&mn=6&dy=21&id=p51279940320&a=295957053
Candlestick Chart Analysis on JNSH CHART Play 0.0120
http://www.jnsholdings.com/
http://www.jnsholdings.com/investor-relations.php
Authorized Shares : 205,000,000
Shares Outstanding : 119,721,624
http://www.actionstocktransfer.com/
http://www.ddmachine.com/default.asp?s=JNSH
http://www.barchart.com/detailedquote/stocks/JNSH
http://www.candlestickchart.com/cgi/chart.cgi?symbol=jnsh&Submit=Analyze
http://otcshortreport.com/index.php?index=JNSH
http://www.quotemedia.com/results.php?qm_page=17884&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=59275&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=92540&qm_symbol=JNSH
http://www.americanbulls.com/members/StatusPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/SignalPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/PatternPage.aspx?lang=en&Ticker=JNSH
http://www.stockta.com/cgi-bin/analysis.pl?symb=JNSH&cobrand=&mode=stock
http://www.stockwatch.com/Quote/Detail.aspx?symbol=JNSH®ion=U
http://www.otcmarkets.com/stock/JNSH/company-info
http://www.otcmarkets.com/stock/JNSH/news
http://www.otcmarkets.com/stock/JNSH/financials
http://www.otcmarkets.com/stock/JNSH/filings
http://www.otcmarkets.com/stock/JNSH/short-sales
http://www.barchart.com/detailedquote/stocks/JNSH
JNSH Security Details
http://www.otcmarkets.com/stock/JNSH/company-info
Share Structure
Market Value1 $1,843,713 a/o Oct 02, 2013
Shares Outstanding
119,721,624 a/o Jun 30, 2013
Float 63,504,182 a/o Mar 31, 2013
Authorized Shares 200,000,000 a/o Jun 30, 2013
Par Value 0.0001
Shareholders
Shareholders of Record Not Available
Corporate Actions
Ex. Date Record Date Pay Date
Dividend (0.00) Mar 03, 2008 Feb 11, 2008 Feb 29, 2008
Security Notes
Capital Change=shs decreased by 1 for 100 split. Pay date=05/17/2004.
Latest Addt'l Issue=7-95 4,000,000 shs (200,000 min.) at 10 cents by the company
Cap. Change=shs decreased by 1 for 12 split. Pay. date=07-28-00.
Capital Change=shs increased by 2 for 1 split. Ex-date=3-6-01. Rec date=2-26-01. Pay date=3-5-01
Capital Change=shs increased by 11 for 1 split. Ex-date=4-13-06. Rec date=3-17-06. Pay date=3-31-06
Capital Change=shs decreased by 1 for 80 split. Pay date=10/29/2007.
Short Selling Data
Short Interest 0 (-100%)
Aug 30, 2013
Significant Failures to Deliver No
Transfer Agent(s)
Action Stock Transfer Corporation
http://www.otcmarkets.com/stock/JNSH/company-info
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92662881
http://investorshub.advfn.com/SmallCap-Trading-Techniques-4203/
http://www.ddmachine.com/default.asp?s=JNSH
http://www.barchart.com/detailedquote/stocks/JNSH
http://www.candlestickchart.com/cgi/chart.cgi?symbol=jnsh&Submit=Analyze
http://otcshortreport.com/index.php?index=JNSH
http://www.quotemedia.com/results.php?qm_page=17884&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=59275&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=92540&qm_symbol=JNSH
http://www.americanbulls.com/members/StatusPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/SignalPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/PatternPage.aspx?lang=en&Ticker=JNSH
http://www.stockta.com/cgi-bin/analysis.pl?symb=JNSH&cobrand=&mode=stock
http://www.stockwatch.com/Quote/Detail.aspx?symbol=JNSH®ion=U
http://investorshub.advfn.com/SmallCap-Trading-Techniques-4203/
http://www.ddmachine.com/default.asp?s=JNSH
http://www.barchart.com/detailedquote/stocks/JNSH
http://www.candlestickchart.com/cgi/chart.cgi?symbol=jnsh&Submit=Analyze
http://otcshortreport.com/index.php?index=JNSH
http://www.quotemedia.com/results.php?qm_page=17884&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=59275&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=92540&qm_symbol=JNSH
http://www.americanbulls.com/members/StatusPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/SignalPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/PatternPage.aspx?lang=en&Ticker=JNSH
http://www.stockta.com/cgi-bin/analysis.pl?symb=JNSH&cobrand=&mode=stock
http://www.stockwatch.com/Quote/Detail.aspx?symbol=JNSH®ion=U
http://www.ddmachine.com/default.asp?s=JNSH
http://www.barchart.com/detailedquote/stocks/JNSH
http://www.candlestickchart.com/cgi/chart.cgi?symbol=jnsh&Submit=Analyze
http://otcshortreport.com/index.php?index=JNSH
http://www.quotemedia.com/results.php?qm_page=17884&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=59275&qm_symbol=JNSH
http://www.quotemedia.com/results.php?qm_page=92540&qm_symbol=JNSH
http://www.americanbulls.com/members/StatusPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/SignalPage.aspx?lang=en&Ticker=JNSH
http://www.americanbulls.com/members/PatternPage.aspx?lang=en&Ticker=JNSH
http://www.stockta.com/cgi-bin/analysis.pl?symb=JNSH&cobrand=&mode=stock
http://www.stockwatch.com/Quote/Detail.aspx?symbol=JNSH®ion=U
http://www.stockwatch.com/Quote/Detail.aspx?symbol=JNSH®ion=U
http://www.otcmarkets.com/stock/JNSH/company-info
http://www.otcmarkets.com/stock/JNSH/news
http://www.otcmarkets.com/stock/JNSH/financials
http://www.otcmarkets.com/stock/JNSH/filings
http://www.otcmarkets.com/stock/JNSH/short-sales
http://www.barchart.com/detailedquote/stocks/JNSH
http://www.stockwatch.com/News/Item.aspx?bid=U-prCG86857-U%3aJNSH-20130925&symbol=JNSH®ion=U
District Court Enforced JNS Power & Control Systems' Asset Purchase Agreement with 350Green LLC
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
CHICAGO, Sept. 25, 2013 /PRNewswire via COMTEX/ -- JNS Holdings Corporation (OTC Markets Group: JNSH) today announced that its subsidiary JNS Power & Control Systems, Inc. ("JNS Power") has received a favorable ruling in its lawsuit against 350 Green, LLC ("350 Green") for enforcement of an Asset Purchase Agreement with 350 Green. Under the terms of the Asset Purchase Agreement, 350 Green, an owner and operator of electric vehicle ("EV") charging stations throughout the country, contracted to deliver to JNS Power its chargers and license agreements with property owners, all of which are located in the Chicagoland area. On September 24, 2013, the U.S. District Court for the Northern District of Illinois, Judge Elaine Bucklo issued a ruling ordering 350 Green to deliver the chargers and licenses as contracted in the Asset Purchase Agreement. In her ruling Judge Bucklo also ruled that the claim made by one of JNS Power's competitors, Car Charging Group, Inc. ("CCGI"), concerning the Asset Purchase Agreement were without merit and found in favor of JNS Power in denying CCGI's claim.
"JNS Power is looking forward to getting this federally-funded City project back on track to provide an efficient network of car charging stations to the entire Chicago metropolitan area," said Brian Howe, JNS Power's Chief Executive Officer. "We entered into the Asset Purchase Agreement with 350 Green in April fully prepared to complete the Chicago project in the timely matter required by the grant and have worked since then to expedite the court's resolution of these matters. We have always maintained that CCGI's claims against JNS were baseless. Now we have a federal judge who agrees with us," Howe said.
Kelly McCloskey Cherf, partner of Hogan Marren, Ltd., attorney for JNS Power, added, "We believe the Court's decision was well-reasoned and very persuasive. Judge Bucklo soundly rejected all of CCGI's arguments, finding many of them unsupported by the undisputed facts established in this case and the controlling law. She held that under the unambiguous terms of the Asset Purchase Agreement and related contracts, 350 Green had the right to assign the electric chargers and its interests in leases, licenses and agreements with the hosts for the chargers to our client, JNS and has ordered 350 Green to assign those assets to JNS Power. Our client is obviously satisfied with the Court's decision, and the expedited nature by which the Court rendered its decision."
This press release does not constitute an offer of any securities for sale. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and the company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
SOURCE Hogan Marren, Ltd.
http://rt.prnewswire.com/rt.gif?NewsItemId=CG86857&Transmission_Id=201309251826PR_NEWS_USPR_____CG86857&DateId=20130925
http://www.prnewswire.com
Copyright (C) 2013 PR Newswire. All rights reserved
-0-
KEYWORD: Illinois
INDUSTRY KEYWORD: FIN
OTC
UTI
OIL
TRN
AUT
SUBJECT CODE: ATY
http://www.otcmarkets.com/stock/JNSH/news/District-Court-Enforced-JNS-Power--amp--Control-Systems--Asset-Purchase-Agreement-with-350Green-LLC?id=68992&b=y
http://www.stockwatch.com/News/Item.aspx?bid=U-prCG86857-U%3aJNSH-20130925&symbol=JNSH®ion=U
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92662881
http://investorshub.advfn.com/SmallCap-Trading-Techniques-4203/
HNSS CHART PLAY 0.0003
http://www.healthnostics.com/
http://www.healthnostics.com/investors.php
http://www.otcmarkets.com/stock/HNSS/quote
http://otcshortreport.com/index.php?index=HNSS
http://www.candlestickchart.com/cgi/chart.cgi?symbol=hnss&exchange=US
http://www.stockwatch.com/Quote/Detail.aspx?symbol=HNSS®ion=U
1
http://www.quotemedia.com/results.php?qm_page=20912&qm_symbol=HNSS
2
http://www.quotemedia.com/results.php?qm_page=60236&qm_symbol=HNSS
http://stockcharts.com/h-sc/ui?s=HNSS&p=D&yr=0&mn=6&dy=21&id=p38543435198
HNSS CHART PLAY 0.0003
http://www.healthnostics.com/
http://www.healthnostics.com/investors.php
http://www.otcmarkets.com/stock/HNSS/quote
http://otcshortreport.com/index.php?index=HNSS
http://www.candlestickchart.com/cgi/chart.cgi?symbol=hnss&exchange=US
http://www.stockwatch.com/Quote/Detail.aspx?symbol=HNSS®ion=U
1
http://www.quotemedia.com/results.php?qm_page=20912&qm_symbol=HNSS
2
http://www.quotemedia.com/results.php?qm_page=60236&qm_symbol=HNSS
http://stockcharts.com/h-sc/ui?s=HNSS&p=D&yr=0&mn=6&dy=21&id=p38543435198
Candlestick Chart Analysis on GLER CHART PLAY 0.0018
http://www.candlestickchart.com/cgi/chart.cgi?symbol=gler&exchange=US
http://otcshortreport.com/index.php?index=GLER
*note personal* - short selling has come to a slow or stop and once again the bulls has taken over to an upward trend with tight money stops along the way, I be dam they brought back the short selling again.
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
http://otcshortreport.com/index.php?index=GLER
http://www.ddmachine.com/default.asp?s=GLER
http://www.barchart.com/quotes/stocks/GLER
http://www.candlestickchart.com/cgi/chart.cgi?symbol=gler&exchange=US
http://www.stockwatch.com/Quote/Detail.aspx?symbol=GLER®ion=U
http://www.quotemedia.com/results.php?qm_page=38213&qm_symbol=GLER
http://www.otcmarkets.com/stock/GLER/company-info
http://www.otcmarkets.com/stock/GLER/news
*DAILY GLER CHART*
http://stockcharts.com/h-sc/ui?s=GLER&p=D&yr=0&mn=6&dy=21&id=p80171344029&a=298707740&listNum=1
*WEEKLY GLER CHART*
http://www.ddmachine.com/default.asp?s=GLER
http://www.barchart.com/quotes/stocks/GLER
http://www.stockwatch.com/Quote/Detail.aspx?symbol=GLER®ion=U
http://www.otcmarkets.com/stock/GLER/company-info
http://www.otcmarkets.com/stock/GLER/news
http://stockcharts.com/h-sc/ui?s=GLER&p=W&yr=2&mn=6&dy=21&id=p28449801653
http://www.ddmachine.com/default.asp?s=GLER
http://www.barchart.com/quotes/stocks/GLER
http://www.otcmarkets.com/stock/GLER/company-info
http://www.otcmarkets.com/stock/GLER/news
dd-ReSearch by: stervc Member Level Tuesday, 10/15/13 02:29:49 PM
Stoic361, with your “Outstanding” GLER updates…
These are some outstanding GLER updates from one of the company’s representatives and are much appreciated of which are worth another read by all below:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92879764
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92852570
What you confirmed is awesome! It is very important for us to break down the significance of what you have been told although as minor as it initially appeared. You confirmed that what GLER filed on Aug 28, 2013 within their Form 8-K and Share Exchange Agreement with the SEC is that the .02 stated in the 8-K is relating to the ”Earnings” of GLER ”when everything is finalized” and not the expected value of the stock price:
http://finance.yahoo.com/q/sec?s=GLER+SEC+Filings
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000363/gler082820138k.htm
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000363/ex101.htm
Before reading any further to see how I’m going to explain how GLER is going to be ”fundamentally” worth anywhere from .24 to .408 per share from their growth when everything is finalized with GLER, it’s important to fully understand what the thought of Earnings is meant to us investors within the link below now that we know what is meant by the .02 that’s within the GLER filings with the SEC:
Everything Investors Need To Know About Earnings
http://www.investopedia.com/articles/basics/03/052303.asp
So let’s now derive just where GLER should fundamentally trade given this Earnings of .02 for GLER. It’s important for those who are new to GLER to understand that what is meant by ”when everything is finalized” is when the 4 Acquisitions are completed to be placed into Hawk and then Hawk with its 4 Acquisitions are then rolled up into GLER before the beginning of next year. So, it’s important right now to understand that GLER and Hawk are basically one in the same company.
The beauty about this is that so far, GLER, through Hawk, has already completed “1” of its ”4” acquisitions they are planning to complete.
Also very important about the .02 being the amount in Earnings is that it is the expected Earnings Per Share (EPS) for GLER when everything is finalized. This means that to determine a fair value of where GLER should be trading after everything is finalized, we must multiply that EPS with a Price to Earnings (P/E) Ratio. To understand the important consideration of the different usages of the P/E Ratio, read the post below:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57154170
http://www.investopedia.com/terms/p/price-earningsratio.asp
Again, the .02 is not the ”expected value” of GLER; instead the .02 indicated within their SEC filings is the EPS for ”when everything is finalized” between GLER and Hawk! So in other words, to determine a fair value of where GLER should exist to trade ”when everything is finalized” between the companies, observe below given a few variety of considerations:
First Consideration:
With this first consideration, let’s simply use a ”very” conservative P/E Ratio of 12 for its Growth Multiple. This would justify a GLER Fundamental Valuation of below:
.02 EPS x 12 Conservative P/E Ratio = .24 per share
This means that GLER could be trading within the .24 per share range after everything is finalized.
Second Consideration:
With this second consideration, let’s use a P/E Ratio of 19.80 as its Growth Multiple for the growth of GLER after everything is finalized since the company PR-ed acquiring a company to provide oil & gas services. Based on what has been PR-ed, it would appear that the company would exist within the Industry called Oil & Gas Equipment & Services below with the P/E Ratio of 19.80 which would justify a GLER Fundamental Valuation of below:
http://biz.yahoo.com/p/124conameu.html
.02 EPS x 19.80 P/E Ratio = .396 per share
This means that GLER could be trading within the .396 per share range after everything is finalized.
Third Consideration:
With this third consideration, GLER PR-ed that Hawk is acquiring a company that falls within the Industrial Food Distribution Industry below…
Quote:
http://www.ifdaonline.org/About-IFDA/Who-Are-Foodservice-Distributors
This largely behind the scenes industry includes more than 2,500 companies operating thousands of warehouses and massive transportation fleets. A typical broadline foodservice distributor may serve anywhere from 1,000 to 6,000 accounts from a single distribution center and offer their customers more than 10,000 items to meet specific operator needs. In 2012, estimated distributor annual sales in North America exceeded $200 billion.
This justifies the use of a P/E Ratio of 20.40 as its Growth Multiple for the growth of GLER after everything is finalized since the company PR-ed Hawk is acquiring a company within the Industrial Food Distribution realm. Based on what has been PR-ed, it would appear that the company would exist within the Industry called Food Wholesale below with the P/E Ratio of 20.40 based on some other companies that I researched within the Industry which would justify a GLER Fundamental Valuation of below:
http://biz.yahoo.com/p/757conameu.html
This would justify a GLER Fundamental Valuation of below:
.02 EPS x 20.40 P/E Ratio = .408 per share
This means that GLER could be trading within the .408 per share range after everything is finalized.
Fourth Consideration:
With this fourth consideration, let’s use an average P/E Ratio of the ones we used above to derive an averaged GLER Fundamental Valuation between the above valuations to justify GLER having growth from all of the above mentioned Industries which would justify a GLER Fundamental Valuation of below:
(.24 + .396 + .408) ÷ 3 = .348 per share
This means that GLER could be trading within the .348 per share range after everything is finalized.
This means that any share price of GLER that is ”significantly” below any of the above levels, could prove that GLER is ”significantly” undervalued. I think now is even more important to reiterate something that I had posted at the beginning portion of this post:
The beauty about this is that so far, GLER, through Hawk, has already completed “1” of its ”4” acquisitions they are planning to complete.
So, technically speaking, since “1” of its ”4” acquisitions have been completed, GLER could be worth ¼ of that above Fundamental Valuation mentioned above which justifies a GLER Fundamental Valuation of below:
.348 ÷ 4 = .087 per share
This means that GLER could be trading within the .087 per share right now as more and more of the market learn of what’s transpiring here with GLER.
Now let’s recap much about Trump Equipment Company (TEC) as this is the first “1” of ”4” acquisitions that have been completed. The Form 8-K recently filed with the SEC of the GLER acquisition of Trump Equipment Company (TEC) through Hawk Manufacturing, confirms that the deal is very real and legit along with some other things that are very important that is always worth another read:
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000404/0001091818-13-000404-index.htm
This PR below was filed with the SEC along with their 8-K confirms that the acquired 65% of TEC adds the value and growth below to GLER/Hawk as filed:
Quote:
http://www.sec.gov/Archives/edgar/data/1121901/000109181813000404/ex991.htm
...The acquisition of Trump Equipment will add 48 full-time employees to Hawk Manufacturing. The acquisition will also add more than $15 million in annual revenues and EBITA of more than $2 million to Hawk Manufacturing. ...
I can’t stress this enough that the beauty about GLER/Hawk is something that the market (for now) has not acknowledged about this stock. With all of the other stocks that Investors like and are trading/investing in, almost all of them are under the thought of ”speculating” where that stock should trade if a certain amount of Revenue and Income is generated with the ”Ultimate Goal” to one day achieve being ”profitable” within the market. This one acquisition of TEC makes GLER/Hawk immediately ”profitable” and will be coming even more ”profitable” with their additional three acquisitions in the queue to be added.
Always keep in mind that a huge level of transparency has been conquered because GLER trades on the OTCQB which means that GLER is ”fully reporting” and files ”Audited Financials” and other key documents with the SEC:
http://www.sec.gov/cgi-bin/browse-edgar?company=Global+Earth+Energy&owner=exclude&action=getcompany
http://www.otcmarkets.com/stock/GLER/filings
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
Finally too, as a worst case scenario, 65% of TEC was acquired by Hawk which means that a consideration of 65% of the above valuations could be considered although they could be completed to 100% by the time everything is finalized.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
Now that we have a better understanding of just what that .02 represents that was filed by GLER within their SEC filings, now we should read the post below as their ”first” of ”four” acquisitions should now make even more sense to us all:
1
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92496377
2
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93027536
v/r
Sterling
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
Re: I Like Bottom Fishing post# 31902
Post # of 31909
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=93236379
$GLER
DD Notes ~ GLER
##### recent news/filings ~ source: finance.yahoo.com
Thu, 17 Oct 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s (GLER) Partner Hawk Manufacturing Intends to Acquire Texas-Based SWING Machinery and Equipment
[GlobeNewswire] - WILMINGTON, N.C. -- Global Earth Energy, Inc.'s partner Hawk Manufacturing (HAWK) based in Charleston, SC, signs letter-of-intent through its Trump Equipment Company (TEC) subsidiary to acquire Swing Equipment ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-gler-131500660.html
*********************************************************
Tue, 08 Oct 2013 18:12:32 GMT ~ GLOBAL EARTH ENERGY, INC. Files SEC form 8-K, Entry into a Material Definitive Agreement, Regulation FD Disclosure
read full: http://biz.yahoo.com/e/131008/gler8-k.html
*********************************************************
Fri, 27 Sep 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s Partner Hawk Manufacturing Acquires Trump Equipment Company of Texas
[GlobeNewswire] - CHARLESTON, S.C. -- Global Earth Energy, Inc.'s (OTCQB:GLER) partner HAWK MANUFACTURING INC. (HAWK) announces the acquisition of Trump Equipment Company, Inc. (TEC) of Texas (http://trumpequipment.com/). ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-partner-131500753.html
*********************************************************
Mon, 09 Sep 2013 13:15:00 GMT ~ Global Earth Energy, Inc.'s Partner Hawk Manufacturing Finalizing Agreements on Four Businesses in Three States
[GlobeNewswire] - WILMINGTON, N.C. -- Global Earth Energy, Inc. (OTCQB:GLER) partner HAWK Manufacturing (HAWK) continues to work on reaching acquisition agreements with four businesses in three states. These businesses ...
read full: http://finance.yahoo.com/news/global-earth-energy-inc-partner-131500635.html
*********************************************************
Wed, 28 Aug 2013 14:00:26 GMT ~ GLOBAL EARTH ENERGY, INC. Files SEC form 8-K, Other Events
read full: http://biz.yahoo.com/e/130828/gler8-k.html
*********************************************************
##### chart ~ source: stockcharts.com
##### chart ~ source: eoddata.com
##### company info ~ source: otcmarkets.com
Link: http://www.otcmarkets.com/stock/GLER/company-info
Ticker: $GLER
OTC Market Place: OTCQB
CIK code: 0001121901
Company name: Global Earth Energy, Inc.
Company website: http://www.globalearthenergy.com
Incorporated In: NV, USA
##### extra dd links
Edgar filings: http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001121901&owner=exclude&count=40
Latest filings: http://www.otcmarkets.com/stock/GLER/filings
Latest financials: http://www.otcmarkets.com/stock/GLER/financials
Latest news: http://www.otcmarkets.com/stock/GLER/news - http://finance.yahoo.com/q/h?s=GLER+Headlines
Major holdings: http://data.cnbc.com/quotes/GLER/tab/8.1
Insider transactions (1): http://finance.yahoo.com/q/it?s=GLER+Insider+Transactions
Insider transactions (2): http://www.secform4.com/insider-trading/GLER.htm
Insider transactions (3): http://www.insidercow.com/history/company.jsp?company=GLER
RegSho: http://www.regsho.com/tools/symbol_stats.php?sym=GLER&search=search
DTCC: http://search2.dtcc.com/?q=Global+Earth+Energy%2C+Inc.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information: http://www.spoke.com/search?utf8=%E2%9C%93&q=Global+Earth+Energy%2C+Inc.
Corporation WIKI: http://www.corporationwiki.com/search/results?term=Global+Earth+Energy%2C+Inc.&x=0&y=0
WHOIS: http://whois.domaintools.com/http://www.globalearthenergy.com
Alexa: http://www.alexa.com/siteinfo/http://www.globalearthenergy.com#
Corporate website internet archive: http://web.archive.org/web/*/http://www.globalearthenergy.com
http://www.pennystocktweets.com/stocks/profile/GLER
##### last known share structure ~ source: otcmarkets.com
Market Value: $515,730 a/o Oct 18, 2013
Shares Outstanding: 429,775,057 a/o Jul 16, 2013
Float: Not Available
Authorized Shares: Not Available
Par Value: 0.001
##### business description ~ source: otcmarkets.com
DD Notes ~ GLER
dd-ReSearch by: cjstocksup Member Level Monday, 10/21/13 11:16:48 PM
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