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Yep, that's the PR. My reading of "exact share structure" is at the time of that PR PHGI and RVNO were still in negotiations in terms of the exact R/S and the amount of shares awarded to the BDs. Without those being nailed down you can't state the "exact share structure" after the RM.
But I do think that the PHGI will most likely transfer in to the new shell on a a 1:1 basis.
As a CEO there are only so many promises to the SH you can break and as a CEO you do not want to start your new life with a bunch of pissed off SHs. Pissed off SHs will sell and tank the stock and hence your S-8 shares will be worthless. So, no, the transfer will be on a 1:1 basis
avdave - finally somebody who understand this. RVNO Kool-Aid drinkers will be screwed.
As a PGHI shareholder it is in your interest that the RVNO shell be as empty as possible. Remember that,YOU, as a PHGI shareholder are paying for the OTCBB shell and it better be clean. Maybe you already forgot about the Astrom leftovers in this shell. You were all crying about it for months.
My bet is a minimum 1:200 RS of RVNO. RVNO, as is, is worthless, except for the value of the shell, which you will be paying cash for. RVNO when RM'ed will likely have a structure of less than one million O/S
You need to keep in mind that PHGI holders will transfer to RVNO on a 1:1 basis and no CEO in his right mind will purchase a already "full" shell with no room for S-8s and S-2s. There also has be room for the BDs and the CEOs instant stock rewards at the time of the transfer
GSIEF - Sold all from last week.
A little surprised on the strength of GSIEF after the recent news. But what the heck, profit is profit and on to better issues
8 mexicans? eom
PRSU - This is not going anywhere as long as FANC and HDSN taking turns selling into the run
PRSU –This morning I owned exactly one (1) share of PRSU…….lol. However, back in the spring of 2001 originally I owned about $800 of HFCI (Home Financing Centers) at about 0.42/share. It was my second stock purchase ever. Didn’t know squat about trading. Now that does make me “a true long” if ever………..
Formerly=Home Financing Centers, Inc. until 7-03
shs decreased by1 for 8 split. Pay date=11-23-2001.
shs decreased by 1 for 2000 split. Pay-date=7-30-03
Formerly=WorldWide Indoor Karting, Inc. until 11-03
2-1-04 company is a development stage shell company
Formerly=Vault Financial Services, Inc. until 4-07
shs decreased by 1 for 62.5 split. Effective date=5-31-05
And now Prime Restaurants. To even out my holding I today bought 99,999 shares of PRSU
Ok, I'm very interested. Added bookmark
Stock needs some bashing to get it down to 0.20 again. Somebody cook up some FUD please
OTCBB won't happen just yet
Still missing 10-Q for first Q of 2007. But should be out shortly now once the 10-K was done
Holy Moly, the 10-K is out
http://www.sec.gov/Archives/edgar/data/1295923/000095013407015022/0000950134-07-015022-index.htm
Well, I know what I am doing today
Don't be sorry, I made a crap load of money on that run. Those shares are just the left overs from a larger sale at about that level
Allright TAKI, I knew it. The few 0.06s I picked up today looks nice now
GBDX - Still have 5000 shares @ 0.06 left in the wake of the first run a long time ago............lol
GBDX - Bagholders are created en mass today
Somebody just gave up and dumped.
I was getting filled at 6
Let me elaborate just a little further
If you add up all the shares not directly owned by APDR below. (fixed error Mammoth was holding 600,000, not 250,000)
19,900,000 shares - Apollo Resources International, Inc. Restricted
300,000 shares - BMI Consulting $300,000 ($1.00/share) In the float
2,075,000 shares - Nite Capital $500,000 ($0.25/share) Still holding
1,000,000 shares - MAC Partners LP The Eldjarnsons) In the float
800,000 shares - 32 investors Regulation D - Rule 504 ($0.05/share) In the float
600,000 shares - Mammoth Corporation ($1.00/share) at least partially in the float
and multiply 7 (7:1 FS) you get 33 million shares. This is the maximum number the float can be without filing for registration of additional stock, which APDR currently can’t.
A little further research shows that Mammoth filed in Nov last year to sell its 600,000 ( 4.8 mill post-split), but obviously didn’t sell all so they refiled after 3 months to sell the remaining shares. This 144 filing expired last month and there are no other filings.
Since there isn’t any filing for Nite Capital (recent or historical) we can safely assume they are still holding their 2 million restricted shares (14 million post-split). Now, TAKIs last number from the TA was an 18 million float. That gibes too well to be coincidental.
I will therefore bet the float has not changed (or by very little) since last checked
To put the Reg D and restricted selling fears to rest I spent a few hours of company time to look through the filings of APDR and its predecessor Siam Imports. What I found was a clean and easy to follow history of the stock.
The last Reg. D 504 stock (5.6 million) was issued way back in 2003, so we can safely assume it is already part of the float. There is no other restricted stock in the O/S besides the stock held by the company and Dennis McLaughlin.
APDR was fully reporting until its delisting this spring. As such, APDR stock is still registered with the SEC and APDR is therefore bound by the SEC rules. Never mind it is delinquent on its periodic financial reporting obligations, the company still has to report any material events, etc just like any other reporting company.
But because it is delinquent, APDR is not allowed to file the usual dilutive S-1, S-2, S-8, etc, so common in penny land and even better, APDR does not qualify for Reg. D 504s either. That is, so long APDR is delinquent and does not file a form 15 to de-register its stock, it is pretty much stuck with its present share structure.
That said, the old shell owners still owns (or owned) 7 million shares through MAC Partners LP. These shares are by now freely tradeable if they want to without any 144 filings. They would however have to get the TA to remove the restricted legend
19,900,000 shares - Apollo Resources International, Inc. Restricted
300,000 shares - BMI Consulting $300,000 ($1.00/share) Assume in the float
2,075,000 shares - Nite Capital $500,000 ($0.25/share) Assume in the float
1,000,000 shares - MAC Partners LP The Eldjarnsons)
800,000 shares - 32 investors Regulation D - Rule 504 ($0.05/share) Assume in the float
250,000 shares - Mammoth Corporation ($1.00/share) Assume in the float
Multiply by 7 to get the current post-split count. This does not include Dennis McLaughlin's shares
In the mean time APDR is collecting $15,000/day in revenue from its rig leased to Tex-Mex and will be for at least another year
GSIEF - Buying at open
GSCR – Squeeze why?
Looking over the stock structure before and after the June 29 R/M, I can’t see any reason for a squeeze. Actually, it raises some questions
Lets start on June 29. From the PRE 14C
On the Record Date, there were issued and outstanding 78,250 shares of Series B Preferred Stock, each of which is entitled to 21,550 votes (i.e. a total of 1,686,308,252 votes), and 421,577,063 shares of Common Stock, each of which is entitled to one….
Amount and Nature of Beneficial Ownership
Name and Address Percentage Series B Percentage Percentage of
of Beneficial Owner(1) Common of Class Preferred of Class Voting Power
------------------- --------- ----------- --------- ----------- ------------
Kevin Kreisler 322,234,884 76.4% 78,250 100% 95.3%
One Penn Plaza, Suite 1612
New York, NY 10119
------------------------------------
(1) All of the Series B Preferred Stock and 320,534,884 shares of the common
stock owned beneficially by Mr. Kreisler were owned of record by GreenShift
Corporation, of which Mr. Kreisler is an officer and director.
VMW - VMWare IPO preliminary set to start trading on August 6
Virtualization is probably the biggest IT thing since Novell's Netware in the early 1980's
Intel to Buy $218.5M Stake in VMware
http://biz.yahoo.com/ap/070709/intel_vmware_investment.html?.v=1
After VMware completes its initial public offering, Intel will own approximately 2.5 percent of the outstanding shares of VMware.
VMware IPO could raise $1.1bn
By Kevin Allison in San Francisco
Financial Times
Updated: 9:41 p.m. CT July 9, 2007
VMware, the fast-growing software maker, could be worth nearly $10bn after its flotation, according to filings with US regulators.
The company, which is controlled by EMC, the world's biggest maker of data storage equipment, said on Monday in a filing with the Securities and Exchange Commission that it expected to sell up to 37.95m shares at $23 to $25 apiece in its initial public offering.
It also announced that Intel, the world's biggest chipmaker, had agreed to buy 9.5m shares at $23 a piece, for a total investment of $218.5m.
Together, the share sales could raise as much as $1.1bn in what may become the most closely watched technology IPO since Google, the internet search engine, floated in 2004.
EMC is expected to retain an 89 per cent stake in VMware after the flotation, which is set to be "as soon as practicable", according to Monday's filing.
A spokesman for VMware declined further comment on its IPO plans, citing the government-imposed "quiet period" that precedes a public offering. The expected VMware IPO comes amid increasing interest in technology IPOs.
The buoyant market has led several loss-making companies to float in recent months, a practice that dropped off sharply following the dotcom bust.
The debutantes include Infinera, a maker of optical networking equipment, whose shares have risen more than 23 per cent since they made their debut last month in spite of the fact that the company made a net loss of almost $20m in the first quarter.
Other recent tech IPOs include Limelight Networks, a content delivery company, whose shares have shot up 16 per cent since they floated last week, and Data Domain, a storage company whose shares have increased more than 19 per cent since last week.
VMware is a leader in "virtualisation" software, which allows companies to spread computing tasks across more than one machine. Virtualisation has emerged as one of the leading growth areas of the business software market as companies look for ways to increase their computing power while cutting down on information technology costs.
VMware's sales doubled to $258.7m last quarter, adding to a string of bumper results that are expected this year to make it the fastest software company ever to reach $1bn in annual sales.
The company made a profit last quarter of $41.1m, an increase of 15.9 per cent over the year before.
EMC, which has operated VMware as an independent subsidiary since its acquisition in 2004, has said it plans to hold on to about 90 per cent of the company for at least two years.
In the wake o the IPO, EMC will control about 99 per cent of the company's voting shares.
EMC's shares retreated 0.4 per cent on Monday to close at $18.59.
GSIEF Bought a little too high (0.045) on previous run but added at 0.035
GSIEF 0.059x0.060
Making up for my NXNO blunder
The last FTGX run from about a buck to its current level at $8 totally passed me by. Would have made money even if I had held some pre-RS stock.
Have not seen the general around for a few years. The last penny stock I know him from was MOBL before the tankage. He was a very private fellow so Im not surprised I cannot find anything. I do know he lives in northern, north-eastern suburb to Chicago not far from me.
You still in Montana
Buying NXNO on Monday
freto. Nice to see you around. Saw your post on the Swingtraders. I trade a lot but don't post that much. I marked your board and will keep an eye on your picks
Long time since FTGX and the general
At least one of texfinance71’s insinuations can easily be put to rest immediately
2. Compensation. Between JM and management, last year's "compensation" was $102,365. $33,319 compensated in 2007 so far. Are these shares of stock? For a company that has $293 in the bank, stock is probably the only accepted form of payment. I'm not saying that compensation in the form of stock is unusual or bad, I'm just a little curious as to who gets paid and how much.
I’m sure texfinance71 knew this to be false but conveniently omitted it
As stated in the financials: Capital Stock (0.001 par value; 100,000,000 authorized; 55,130,499 issued and outstanding at March 31, 2007 and December 31, 2006).
This, texfinance71 could have “audited” himself by simply calling the TA. Can’t really pay himself in stock without affecting the stock structure. If he were to pay himself in stock it would by rule have to be in restricted 144 stock. 144 stock would count as issued.
And then you have his point number 5
5. Delays Something tells me those sales were not generated in the first quarter but, in the second. Imagine he had released this back in April, only for the world to see that Revenues = Zero Dollars. You could eliminate COGS, but you would end up with a net loss and ultimately the appearance that no business is actually taking place. Smokescreen with the 4-8 week delay or longer. Even still, the only business that has taken place has yet to create cash in the bank.
Correct if I’m wrong, but I was always under the impression that under the accounting rules, there are very specific accounting rules for revenue recognition and that you simply can’t roll back revenue to an earlier date to pad the numbers. Aren’t there a few ex-CEOs out there that tried just what texfinance71 insinuates?
Like he said himself: Something does not add up
Trying to buy back at 0.027
You got that right
their lo$$ i$ our GAIN.........!
That sudden 100k sell off was all me BY MISTAKE. wanted to put in a limit sell at 0.05 since i'm going to be out till next week and in case of a Friday run wanted to lock some profit. my fat fingers typed the order as 0.005. Order was filled immediately. BIG Fkn OOOPS. Cost me $1260
PDVP - took out the last @ 15
It wouldn't. I misunderstood the intentions of your post
Funny, but it is not going to matter for the NSS cool-aid drinkers. They are still going to believe that this is just part of a continued cover-up by the SEC for not addressing a rampant NSS problem.
No matter, that the rampant dilution by USXP is fact, as it is with all other heavy diluter. To them it is all a myth and offshore NSS funds are the real villains. Altomare is being silenced because of his outspokenness on the subject.
That said, I do know several OTC companies that have been heavily shorted by prospective Reg 504 lenders, which then used the 504 stock to cover once the deal was inked. However, that practice is illegal for all OTCs as of today.
But again thats not going to matter. The first thing the average newbie learns on these boards is to blame others, never themselves, and NSS is such a handy culprit.
NXNO - Filled @ 0.04
It may now take off
NXNO Sitting on a 0.04 bid
To boot, I am using ETRD and even though ETRD is straddling the bid/ask (0.037x0.045), it doesn't even bother showing my better bid
PFUO - Pacific Financial Lending Signs Largest Client to Date and Commences Collections
SALT LAKE CITY, Jul 2, 2007 (PrimeNewswire via COMTEX) -- Pacific Financial Solutions, Inc. (Pink Sheets:PFUO), a leader in providing cashless ATM kiosks, Point-of-Banking (PBT) terminal technology, Alternative Financial Lending, and Collections Services, announced today the signing of their largest client to date and the commencement of testing on their bad debt portfolio.
Pacific has been increasing both clients and revenues in its Lending division's collections department and with the addition of this largest client to date, a client with over $90,000,000 per year in gross revenues and up to $20,000,000 per year in bad debt and collections, this client will significantly increase
revenues for Pacific Financial Lending.
Bruce Grogg, CEO of PFUO commented, "we have been working on contracting with this client for nearly 6 months, and with the recent upgrades to our systems, the addition of more space and additional personnel, we were finally able to accommodate the special needs that a client of this magnitude requires." Mr.
Grogg went on to say, "We commenced testing this week and by week's end were already exceeding both the client's and our own expectations in our collections activities."
With the addition of this new client, PFL's divisional revenues are expected to increase by an estimated $500,000 in 2007. PFUO remains on track to reach its revenue goals for 2007.
and you would be violating Regulation FD in the process
The NOBO list (Non-Objecting Beneficial Owners) thing is just another ploy for Companies who are more interested in getting their stock price up then taking care of business. Without the "OBO" list (Objecting Beneficial Owners). Though I will admit IF a company is really not putting any more shares out and they really do have more shares on the list then the float, there should be a very large short in the specific stock.
In case anyone doesn't know what those two lists are and what the difference between the two are. Here it is:
The NOBO list is a list that includes the Name, Address and Size of position of a stock held in "street name" at brokerage houses for the Non-Objecting Beneficial Owners. The genesis of getting your name on the list has to do with two things. First, when you opened your account at your brokerage firm, there was a question that probably said something like "'Your brokerage firm' will give your personal information to any company that you hold stock with us in unless you selected 'no'" In other words it is usually done as a "negative consent". A lot of people, and most funds for privacy concerns usually do select "no". So those people will not be included on the NOBO list, but instead will be on the OBO list. The OBO list is not accessible by the Company. What these lists are used for is to send out proxy info, shareholders letters and such, but have been known to be used for more nefarious purposes, particularly by stock promoters, and are both usually done through ADP. Secondly, unless things have changed over the past year since I saw my last NOBO list, certain firms like NFC Clearing have left off ALL of their clients on NOBO lists. Requested or otherwise.
Now if a company really wants to find out what their short is there is a better way that is even more easily accessible to Companies though it updates slowly and that is to take the Shareholder list from the TA and look for the total number of shares that are held by CEDE (A division of Depository Trust Corp. (DTC) that is the "vault" division that is suppose to hold the "certs" for around 90% of "street name" positions and other much smaller equivalents of CEDE like Canadep which is stock held from Canadian brokerage firms and Midwest who hold pretty much the balance). The TA's shareholder list is suppose to always total the number of shares issued and outstanding. It is made up of individual names and addresses of all shareholders who hold certificates in their own name, both non-restricted and restricted and for brokerage held street name stock the certs show up under the CEDE and the other two). The TA list is easily attained by any company from its Transfer Agent. After the Company gets a current Shareholders list, they then need to get a copy of the Security Position Reports "SPR's" from DTC. What this list is, is a list of all brokerage firms that hold stock in Street Name. The SPR's do not give the breakdown of shareholders, just the total amount held by each Brokerage firm including both NOBO and OBO.
So if you take the total of shares held in street name and it exceeds the number of shares that show up on the Shareholders list under the three "Depository's" mentioned above, the difference should be what is short. Now if a stock is very active, there could be some lag time in clearing that might give the appearance of a short at a moment in time. But once the volume slows down for a period of time, and you still have the discrepancy you will pretty much know your short position. But even with this second technique, you could still have a problem getting the info DTC as most of you know has been the target of many as to they being the problem that has created naked shorting. Their lists are proprietary to them and they are not required to give the SPR list to any company. But it is a subscriber service that the make good money from. They charge companies $87 each time a subscriber downloads their list. The list is always three days old due to settlement reasons. I have know of companies who have large naked shorts have tried to become subscribers and have been stonewalled by DTC in giving them access.
Rule 10 from the Swingtraders board
10. Posting while drunk is encouraged. After midnight, it is required.
http://www.investorshub.com/boards/board.asp?board_id=1781
Wisdom
I find it is almost never worth it to hold through any merger or split, reverse or forward. The pps (relative in case of splits) will take a dive and because of the symbol and cusip change you cant sell until your broker receives the new certs. This usually takes 3-5 days but some brokers are worse than others and you may be stuck for weeks.
The momentum is always before, never after and you do want to sell into strength
and in this case the PR is a not clear if the 6th is the record date or the X-date, but I have a feeling its the record date. The X-date is the only date that counts
Idea for Monday. CSSK.OB
Outstanding:11.50M
Float:4.75M
Average Volume (3 month):4,179.57
Average Volume (10 day):2,425
Buyin Monday sell before the 6th
Posted by: RIGATONI
In reply to: tchauncy who wrote msg# 66340 Date:6/29/2007 3:34:02 PM Post #of 66357
July 6th ... 7 fer 1 forward coming at us fast...
Press Release Source: Cruisestock, Inc.
Cruisestock, Inc. Shareholders Approve 7 for 1 Forward Stock Split Among Other Items At Special Shareholders Meeting
Tuesday June 26, 9:15 am ET
Also, Change Of Company Name And State Domicile Along With Election of Board Of Directors And Approval of the Company's 2007 Incentive Stock Option Plan
TAMPA, Fla.--(BUSINESS WIRE)--Cruisestock, Inc. ("CSSK" or the "Company") (OTCBB:CSSK - News) through its Chairman/CEO, Michael Nole, today announced the results of a Special Shareholders meeting held June 21, 2007 in Tampa Florida. The following actions were all adopted and approved:
1. Proposal to elect the following two nominees as Directors: Michael Nole and Bryan McGuire.
2. Proposal to approve the "Redomestication" of the Company into Florida, which will be accomplished by merging (the "Merger") the Company into its newly-formed, wholly-owned Florida subsidiary named Brookside Technologies Holding Corp., with the Florida subsidiary corporation being the survivor in the Merger (the "Surviving Company").
3. Proposal to approve a forward split of the Company's shares of common stock concurrently with the effectiveness of the Redomestication on a ratio of 7 for 1.
4. Proposal to approve the articles of incorporation for the Surviving Company.
5. Proposal to approve the Company's 2007 Incentive Stock Option Plan, which was approved by the Company's board of directors on April 19, 2007.
It is currently anticipated that the Redomestication and forward stock split will become effective at the opening of the market on July 6, 2007. Upon the effectiveness of the Merger, the Company's name will become Brookside Technologies Holding Corp. and the Company will receive a new stock ticker symbol.
Mike Nole Chariman/CEO stated: "I am happy to report that all the above items, many of which were just 'final steps' in bringing Brookside public, have now been approved and will shortly be completed." Nole went on to say: "Things are moving along smoothly and rapidly on the acquisition of US Voice and Data ("USVD") which was noticed as a Letter of Intent in our recent SEC 8K filing. We still can make no assurances that the acquisition will be successfully consummated. However, I anticipate to be able to update the shareholders on this event shortly."
Somebody took a 100K market crap and drow it right down to 5. I bet $cott got his 6s filled now whether he wanted them or not
The sale is over