By: Fairwayiron
29 Nov 2006, 11:04 AM EST Msg. 2754 of 2776

Finally! The Online merger gets unwound. It was a wrong idea from the beginning and really screwed up the repackaging plans for the WKGT holdings.

So many arguments here about how they could do what they promised after the Online merger because OSSG was inside the numbers. This eliminates all of that.

Of course, all that's really happened is that WKGT of yore has been regenerated. All that for a name change that's now meaningless. Oh, plus 10 million shares of a new private company. I wonder if Mathew is related to Ken.

older PR August 3, 2005 on the birth of OSSG

By: Fairwayiron
29 Nov 2006, 09:46 AM EST
Msg. 2748 of 2776
Jump to msg. #


White Knight SST, Inc. Concludes the Acquisition of The Online Outpost Licensing Corporation and Announces other Restructuring Changes.
From: Business Wire | Date: August 3, 2005 | More results for: WKGT pangea

TAMPA, Fla. -- White Knight SST, Inc. (OTCPK:WKGT) ("White Knight SST" or "the Company") announced today that it had concluded the acquisition of The Online Outpost Licensing Corporation as contemplated in its announcement dated June 2, 2005. Further, the Company announced that it will change its name to Online Sales Strategies, Inc. to better reflect its mission.

Online Sales Strategies mission is to become a leading provider of all necessary resources to successfully manage and operate Online sales and software related businesses. Its initial focus will be its wholly-owned subsidiary, The Online Outpost Licensing Corporation ("The Online Outpost"). The Online Outpost is an emerging franchisor of retail eBay (NASDAQ:EBAY) drop-off stores. The Online Outpost currently operates 6 stores, with 11 other stores under contract nationwide, and has aggressive plans for expansion by the end of 2005.

"This is a great opportunity for our company," commented Matthew Brown, President of The Online Outpost. "eBay and other online markets are changing the way people and companies buy and sell merchandise. With no debt in our company and the capital resources in place for growth, we are excited about the opportunity in this new world economy," Mr. Brown concluded.

The Company also announced that it will distribute the shares of White Knight Strategies ("WKS") Inc., a wholly-owned subsidiary of the Company, in the form of a dividend to shareholders of record as of September 30, 2005. Upon completion of the dividend distribution, WKS will merge with Cast-Crete Corporation ("Cast-Crete"), a private Florida based company, and change its name to Cast-Crete. Cast-Crete, with sales of approximately $100,000,000 in 2004, and expected sales in excess of $120,000,000 in 2005, is the largest supplier of precast and prestressed concrete products to the housing industry in Florida. Shareholders as of the record date will receive one share of Cast-Crete for every 66.67 shares of the Company's stock.

The Company also announced that it will distribute the shares of Pangea Emerging Corporation ("PEC"), a wholly-owned subsidiary of the Company, in the form of a dividend to shareholders of record as of October 15, 2005. Upon completion of the dividend distribution, PEC will merge with Sic Semper Tyrannis, Inc., effectively restoring our shareholders' interest in EarthFirst Technologies, Inc., Nanobac Life Sciences and Hybrid Fuel Systems. Shareholders as of the record date will receive one share of PEC for every 50 shares of the Company's stock.

The proposed reverse split of the Company's stock will not become effective until after these transactions have closed.

About Online Outpost

The Online Outpost makes auctioning online easy for individuals and businesses. Online Outpost franchise locations offer an easy and convenient way to sell items online. The concept is a store where customers can take advantage of a service and turn unwanted items into cash. Online Outpost stores handle the entire selling process whether it is one or many items, a small piece of jewelry, electronics, vehicles or even real estate. The software package offered to franchisees allows stores to manage all aspects of the business from customer management, listing, auction templates, image hosting, shipping and reporting all from one interface and has been certified as an eBay compatible application. For more information, please visit our website at: http://www.theonlineoutpost.com.

Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of Online Sales Strategies, Inc. officials are "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-Looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "believes," "anticipates," "intends," "plans," "expects," and similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future Online Sales Strategies, Inc. actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-Looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this report. These statements are not guarantees of future performance and Online Sales Strategies, Inc. has no specific intention to update these statements.

CSHD Rufie fired again. Second time in a month. New CEO is a penny stock pump promoter from Canada and a known CSHD shill on the HSM pump board. No, I am not making this up….who needs TV for entertainment

KENNESAW, GA -- (MARKET WIRE) -- 11/27/06

http://at.marketwire.com/accesstracking/AccessTrackingLogServlet?PrId=188705&ProfileId=051205&am....
Conversion Solutions Holdings Corp. (OTCBB: CSHD), a Delaware Corporation, announces the following current events have taken place:

On November 27, 2006, Conversion Solutions Holdings Corp. shareholders, representing 51+% of the eligible voting shares of the Company, based on a unanimous recommendation from the CSHD Shareholder Committee, have voted and agreed to remove Mr. Rufus Paul Harris as Chief Executive Officer and Chairman of the Board due to, but not limited to, the following reasons:

1. Breach of fiduciary responsibility by not retaining proper legal counsel to represent Conversion Solutions Holding Corp. in response to a Complaint filed by the SEC in the Georgia Northern District Court;

2. Failure to file timely responses to the SEC's Complaint in Georgia Northern District Court;

3. Failure to file the annual 10k in a timely manner, which resulted in a violation of the SEC Eligibility Rule for the OTC BB, thereby causing an 'E' to be affixed to the Company's ticker symbol.

On November 27, 2006, Conversion Solutions Holdings Corp. shareholders, representing 51+% of the eligible voting shares of the Company, based on a unanimous recommendation from the CSHD Shareholder Committee, have voted and agreed to appoint Mr. John Arlitt as Chief Executive Officer and Chairman of the Board of Conversion Solutions Holding Corp.

Pursuant to the provisions of the Delaware Business Corporation Act, as amended, the undersigned directors, being a majority of the shareholders of The Fronthaul Group, Inc./Conversion Solutions Holdings, Corp., a Delaware corporation (the "Company"), acting by written consent, hereby adopt the following corporation shareholder resolutions and hereby consent to the taking of the actions set forth therein.

WHEREAS, Randy Moseley has offered to return to the Company as its Interim Chief Financial Officer, pending D and O Insurance, to assist Mr. Arlitt in the restructuring and management of the financial aspects of the Company.

RESOLVED, that John Arlitt be appointed as the Company's sole director in replacement of Rufus Paul Harris, the current director of record with the Delaware Secretary of State, and any other directors that might have been appointed and not reported to the Delaware Secretary of State.

RESOLVED FURTHER, that John Arlitt be appointed as the Company's Chief Executive Officer, President, and Chairman of the Board.

RESOLVED FURTHER, that Randy Moseley become the Company's Interim Chief Financial Officer, pending D and O Insurance.

RESOLVED FURTHER, that John Arlitt, and other management personnel appointed by Mr. Arlitt as sole director, be authorized to establish corporate bank relations and accounts for the Company.

RESOLVED FURTHER, that John Arlitt be authorized to establish the corporate offices for the Company in a location that he deems appropriate, and to accumulate and secure all of the Company's financial records at the selected location.

RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible.

RESOLVED FURTHER, that the Company terminate all existing employment agreements, and authorizes the new Board of Directors to negotiate employment agreements with new management as deemed necessary.

RESOLVED FURTHER, that John Arlitt, as sole director, be authorized to cancel shares of common stock issued to the replaced board of directors and management as he deems equitable.

The execution of this Consent, which may be accomplished in counterparts, shall constitute a written waiver of any notice required by the Delaware Business Corporation Act or this corporation's Articles of Incorporation and Bylaws.

Dated: November 27, 2006.

About Conversion Solutions Holdings Corp.

CSHD is a diversified holdings corporation, which was formed to originate, fund and source funding for asset-based transactions in the private market. CSHD's main service will be to acquire, fund and provide insurance to target companies in the currently underserved $15,000,000 to $100,000,000 asset finance market. Our funding will enable our businesses to compete more effectively, improve operations and increase value. CSHD is headquartered in Kennesaw, Georgia, a suburb of Atlanta. For more information, please visit us at http://www.cvsu.us/.

Conversion Solutions Holding Corp. Safe Harbor Statement

Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company's plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Has anybody bothered to get a copy of the Regdex filing from September of last year from the SEC. The one year holding period was up end of September. Then it usually takes the TA a month or so to remove the labeling. So timing is right on. Today’s action looks pretty much like a typical regdex dump. Has nothing to do with the “evil” MMs. The holder of the Regdex shares is just unloading millions of shares he/she/it paid virtually nothing for.

http://www.sec.gov/Archives/edgar/data/1339695/999999999705040759/9999999997-05-040759-index.htm

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.

WWAT filed

Achieves Record Revenue for the Quarter of $6.5 million Record Gross Margins of 22%

Revenue for the third quarter was $6.5 million, compared with $0.6 million reported in the third quarter of 2005. Gross profit for the quarter was $1.5 million or 22.2% gross margin, versus a loss of $0.2 million in the prior-year period. The company posted an operating loss of $0.4 million compared with an operating loss of $1.4 million in the third quarter of 2005. Net loss for the third quarter was $0.8 million, or $(0.01) per share, compared to a loss of $4.8 million, or $(0.05) per share, in the prior-year period.

For the first nine months of fiscal 2006, WorldWater reported revenue of $10.3 million, versus $0.8 million in the same period last year. Gross profit was $1.9 million for the first three quarters of 2006, as compared with a loss of $(0.2) million in 2005. Net loss for the period was $6.3 million, or $(0.05) per share, versus a net loss of $7.5 million, or $(0.08) per share, in the same period last year.

The company had given preliminary guidance of revenue in the range of $5.8 - $6.1 million for the quarter


Gross profit was $1.5 million, big increase over past 2 quarters.

Could post first 'positive' cash flow in Q4 was within 400K

PROJECTIONS

For the fourth quarter, WorldWater & Power expects to report revenues between $8.5 and $9.2 million, with additional improvement in gross profits. In addition, the company announced that it is making substantial progress toward completion in the fourth quarter of its largest installment to date, the $7.8 million Farm ACW avocado ranch in California.

Ludlow Capital Upgrades WorldWater & Power to B Based on Earnings

http://www.ludlowcapital.com/reports/wwat.htm

As long as we keep Da Bears anything can go

Da Bears 38
Lowly NY Giants 20

PS Keep an eye on WWAT next week as they are presumably releasing their 10-Q with record revenue. They'll still post negative earnings, but if cash flow is anywhere near break even, it will run

All trades above $1.00 this AM have been canceled. Official HOD is $1.00

I must say I was amazed at how high the stock went today when trading resumed. Seriously!

Idea for a next competition

Limit the margin. As it was margin was unrestricted. Not very realistic. Next time don’t allow shorting beyond the cash you have on hand. The sim does not allow you to go long over your cash limit. So why allow shorting on margin

If these rules were followed. I’d have a free hoodie, but now all I have is a promise from Serf to invest $20 of his money

Sour grapes

Hey, the sim took my short sell order 100K at 0.024. Didn't know I could short non-margin stock. This is fun. yep, you're right, now I need to get a paid basher

down, down, down you miserable pig

LOL

tried to short a million at market. Game says that I need 30K for that. How come??? Inside bid is now 0.024

Not so. When I finally woke up again (thank you Lady for waking me up) I immediately sold my CKYS position at 0.025 (It is been weakening all day). Locked in 2 grand in profit

Now that I'm stuck with trading this dog for the rest of the week, I say: Down, down, down you miserable pos so I can pick you up cheaper

I may need to go over to the CKYS board and bash the crap out of it. Just like you I'm a paid basher too. Good job, but the pay sucks

Numero Uno sucks today.

I did everything wrong from the get-go, broke every good trading rule I ever had.

1. Made no trading plan. A cardinal sin
2. Did not take any profit off table when it was clearly time to do just that

Guess I'm not paying attention when it's not real money on the line. I'd be a bad broker

I think ANSW is a great stock

So do I. Just wanted to pull your chain a bit.

Numero Uno.....hmm

I'm speculating the only difference between my result and The_Profiteer may be I had an early market buy order in well before the opening and just maybe the numero due had a too low a limit order in.

I see shmolton is shorting the crap out of ANSW. Wonder if he told Rawnoc yet???

Shorting the crap out of CSHD next Tuesday would be sweet..no reason to cover ever.

Hahaha, the simulator responds "Symbol Not Found" when entering CHSD

LOL, gonna have to wait another 6 business days, I sppose

You mean the pumpers were right all long accusing you for being short

yes, 999999 worked fine

If I buy CSHD and can I then join the die-hard pumpers on the CHSD board...reset to $15 and 6 for 1 split and 75 million short and quadrillion in bonds....weeeeeeeeeeeeeee...SEC all croocks.......lol

Game does not accept orders larger than 100,000 shares. It will not let me buy a million shares of **** at 0.025 or market at open. Now what??? Ten orders for 100k each???

Ok, I get it....999,999 shares worked fine...lol

OK. TechKim, you now have entered the Valhalla of IHub posters. Congratulations

Posted by: cindyyoohoo In reply to: Jim Bishop who wrote msg# 115321
Date:10/27/2006 12:26:04 AM
Post #of 115421

1/2 cent mooching pirates??? Where does that phrase come from?


In the beginning there was the abyss, north Nifelheim ruled the Cold and Darkness. In the south Surte ruled with a flaming sword. The mists formed the frozen stream of Elivågor which flowed in to the Ginnungagap and filled it with ice.

OT: cindy the "1/2 cent mooching" pirates was coined by the famous all nite relentless poster TechKim on the Swinger board. First posted some time ago on the subject of some Canadian mining/oil scams and then heavily applied to the PRZ downfall and rise from the ashes last spring

http://www.investorshub.com/boards/board.asp?board_id=1781

I saw that a couple of days ago and almost fell down laughing so hard. But really, isn't that what any serious redneck CEO would do. lol... But I must give some kudos to whoever planned and dreamed this up and I don't think it was Rufie. This scam will definitely go down as one of the greatest in the OTC mythology

html coding...uhh. I always thought it was hieroglyphs about Zeptepi. The First Time

Actually, this board is like comedy central. Just have to get my daily dose of ignorance, gullibility, lack of basic market knowledge and naiveté displayed by the “true” longs. My personal favorite is Dragon52’s play-by-play of the CHSD market. Totally clueless, but fantasizes nicely, I must admit.

Zeptepi is an Ancient Egyptian term. Mythologically, zeptepi refers to THE first time - the time when the world was created and the Gods walked the earth. This was a time of perfection, when all was well and everything worked as it should.

Here's why CSHD will never qualify for the Naz

Please provide the following information in a separate attachment to this application.
The fact that an applicant may meet NASDAQ’s numerical guidelines does not necessarily mean that its application will be approved. In connection with the review of any application, and as set forth in the NASDAQ Marketplace Rules, NASDAQ reserves the right to request additional information
documentation, public or non-public, deemed necessary to make a determination regarding a security’s qualification for initial inclusion, including but not limited to, any material provided to or received from the Securities and Exchange Commission or other regulatory authority.

Board Composition and Committees
1. Submit a completed Corporate Governance Certification Form, a copy of which can be found on the NASDAQ.com website. Please note that this form need not necessarily accompany the company’s initial submission.
2. Provide a list of all independent directors, as defined in NASDAQ Marketplace Rule 4200. Please indicate each director’s board committee participation.

Regulatory Proceedings/Litigation
1. Provide a detailed description of all inquiries, investigations, lawsuits, litigation, arbitration, hearings, or any other legal or administrative proceedings:
• initiated, conducted or being conducted by any regulatory, civil or criminal agency (including but not limited to the SEC, NASD, state securities regulators, Commodities Futures Trading Commission, Department of Justice, state bar associations, state boards of accountancy, or any foreign regulatory, civil or criminal authority);
• in which claims were asserted under federal and/or state securities, tax or bankruptcy laws; or
• in which claims were asserted otherwise alleging fraud, deceit or misrepresentation and seeking damages in excess of $50,000.

Provide your response to this question with respect to:
A. the company, its predecessors and its subsidiaries;
B. past and present officers and directors of the company. With respect to past officers and
directors, you may limit your response to matters that occurred in the past five years. If
any past officer or director was terminated for cause, or if the company has been involved
in litigation with any past or present officers, please provide details of such matters in your
response; and
C. five percent or greater shareholders in the company.
In connection with any such proceedings that have been concluded, please provide documentation, which reflects the final disposition of the proceeding. Please note that there is
no past limitation on the time frame covered by this request and that this request is ongoing.
The company should update Staff promptly of any and all material developments related to the
matters identified in response to this question.
2. Upon review of the information provided by the applicant in response to Item 1, Staff may
request additional information, such as copies of all court and administrative filings, and
documents, which reflect the substance of the allegations of any proceedings described above,
and the sanctions imposed, including but not limited to, complaints, indictments, opinions,
orders, final judgments, letters of censure, consents, undertakings and SEC formal orders of
investigations.

Got lucky a caught my first batch today at 0.87. Haven't followed L2 at all lately. My real job has required some attention lately.......But now.......here is a short vacation

Heading to SoCal for the annual race (sail) from SD to Ensenada. Cheap tequila and chicks....I love it

Hussongs Cantina & Papas and Beer here I come

no luck. pdf files not allowed
Error: Allowed video/audio filetypes are .wmv .avi .mpg .mpeg .mov .asf .asx .mp4 .3g2 .mp3 .mid .wav

Recieved a copy of the PDSC Regdex filing from SEC today. Basically it tells you that PDSC under Reg. D Rule 504 sold 909,090,909 (909 million) restricted shares at 0.0011/share to one (1) accredited investor effective 11/16/05.

The file is a pdf file. If somebody could point me to a website to host and share this file I'll be more than happy to upload it or if anyone wants a copy email me.

testing sound file
[Suppressed Sound Link]

Camofi dumping the last of their $0.16 convertibles before end of quarter. Don't think you'll see 0.15 since that would be a loss to Camofi. 0.17-0.175 is bottom. Nice to see Merriman (MERI) come in to support the pps today

davidam, thinking that after 15 years of trading you'd know that CUSIP numbers are not issued by the SEC. In fact the SEC has not and will not have anything to with this stock since the stock of WWCD were never registered with the SEC and hence the same holds for GBDX.

Oh btw, CUSIP numbers are issed but S&P under contract with the American Banker's Association. Here's some reading to further your education.

Background to the development of the CUSIP numbering system

In 1962, after many informal discussions with members of the financial community, the NewYork Clearing House Association established a Securities Procedures Committee to study the question of developing a standard method of identifying securities. This Committee concluded that a uniform securities identification system was feasible and timely and because of the magnitude of the problems to be solved and their far-reaching implications the development of the system should involve the cooperation and support of the entire financial community.

The Clearing House approached The American Bankers Association's Department of Automation to develop the system. In July 1964, the A.B.A.'s Committee on Uniform Security Identification Procedures (CUSIP) was created under the chairmanship of John L. Gibbons, Chairman of the Trust Committee of Chemical Bank New York Trust Company. The main goals of the CUSIP Committee were to develop specifications for a uniform security identification system, for devising a format for imprinting the identification number on the certificate in man/machine readable type font, and to establish an agency to administer the identification system according to specifications. The CUSIP Committee appointed three subcommittees: The Technical Subcommittee to develop specifications, and Legal and Agency Subcommittees to implement the system.

Who Controls the CUSIP numbering system?

The CUSIP Board of Trustees controls the operation of the CUSIP numbering system. Through the work of the CUSIP Legal and Agency Subcommittees, the CUSIP service functions were outlined and Standard & Poor's was awarded the contract to function as the CUSIP Service Bureau, the operational arm of the system, which is responsible among other functions for the compilation and publication of the CUSIP Directory.

Cindy

this REG D filing is probably the paper filing you were looking for

http://sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001320865&owner=include&count...

Note that it is over a year old so the holders of the restricted shares from this Reg. D filing can sell

If you order the paper filing from SEC it will take about 5 business days for them to deliver

More likeJim Jones’ People’s Temple Christian Church in Guyana

15 billion years of evolution from a simple hydrogen atom and still some species are just plain dumb

Samaelrocks, you are not a quick learner are you? The rules for halts on the OTCBB are (again)

1. the company is also traded on a foreign exchange and is halted on that exchange (Foreign Regulatory Halt)
2. the security is a derivative of a company listed on a national exchange. For instance, warrants traded on the OTCBB of a company on the Naz will be halted if the trading of the company’s stock on the Naz is halted (listed security halt)
3. the company has failed to comply with the requirements of SEC Rule 10b-17 (Record Dates)

Lets take a closer look at all the trading halts for 2004

AIMT – Halted by SEC on 12/15
http://ftp.sec.gov/litigation/suspensions/34-50858.pdf#search=%22AIMSI%20TECHNOLOGIES%22
http://www.sec.gov/litigation/suspensions/suspensionsarchive/susparch2004.shtml

USCA – Halted by SEC on 10/28
http://www.sec.gov/litigation/suspensions/34-50599.htm
http://www.sec.gov/litigation/suspensions/suspensionsarchive/susparch2004.shtml

SHLMP – is a derivative (preferred) security of SHLM traded on the OTCBB . SHLM is traded on the Nasdaq. Trading halt of SHLM on the nasdaq triggered halt of its derivative (rule 2)

KOMGW – warrants, i.e a derivative. See halt rule 2 again

GDLS – Halted by SEC on 4/26
http://www.sec.gov/litigation/suspensions/suspensionsarchive/susparch2004.shtml

BOCX – Halted by SEC on 4/8
http://www.biospace.com/news_story.aspx?StoryID=15712820&full=1

WRLT – Halted by SEC on 3/16
http://www.sec.gov/litigation/suspensions/34-49419.htm

VDYS – Halted by SEC 3/10
http://goliath.ecnext.com/coms2/gi_0199-126199/Our-Street-com-praises-SEC.html

Last is a good one, no?


Now, do you get it. No halts on the OTCBB

There will not be a halt

The reason is simple. The OTCBB is not a self regulatory exchange like AMEX, NYSE or Naz. Therefore the NASD, which manages the OTCBB has absolutely no authority to issue a halt except in very rare circumstances, such as

1. the company is also traded on a foreign exchange and is halted on that exchange (Foreign Regulatory Halt)
2. the security is a derivative of a company listed on a national exchange. For instance, warrants traded on the OTCBB of a company on the Naz will be halted if the trading of the company’s stock on the Naz is halted (listed security halt)
3. the company has failed to comply with the requirements of SEC Rule 10b-17 (Record Dates)

Other than for these reasons, the NASD is totally powerless to issue trading halts on the OTCBB (and so is anybody else). The halts you see on real exchanges for anticipated news can therefore never happen and has never happened on the OTCBB.

The only other authority to stop trading on the OTCBB is the SEC, which actually does not issue halts, it merely suspends the trading for a set period of time. Usually 3 weeks.

That is, and I hope everybody reading this board understands that it does not matter how much the CEO or anybody else is screaming about a halt, it will not happen. Not now, not ever.

Case in point. Take a look at the OTCBB halts for this year

http://www.otcbb.com/marketwatch/tradehalthistory.stm

ADZR and DOVPW.

ADZR was halted (suspended) by the SEC before being kicked off the OTCBB. Here is part of the ADZR PR issued to clarify the halt to the shareholders

http://biz.yahoo.com/pz/060712/102024.html

CALVERTON, N.Y., July 12, 2006 (PRIMEZONE) -- AdZone Research, Inc. (OTC BB:ADZR.OB - News) reported today that its Chairman, Charles A. Cardona, has issued the following update to shareholders:

Dear Fellow Shareholders:

AdZone Research is currently the subject of a stock trading suspension by the SEC. The company was given no prior notice that this would occur and has yet to receive any additional information from the SEC regarding this matter. The company has always done its very best to completely comply with all past SEC requests and inquiries and intends to continue to do so.

DOVPW. This should not require any clarification. See that "W" at the end of the symbol. It means it is a Warrant. DOVP (without the "W") is a stock listed on the Naz. DOVPW is a warrant for DOVP listed on the OTCBB

and as stated. If the security is a derivative of a company listed on a national exchange. For instance, warrants traded on the OTCBB of a company on the Naz will be halted if the trading of the company’s stock on the Naz is halted (listed security halt)

If you really want to, you can look through any prior year's halts and after applying the OTCBB rules, find the same. No halt

Realizing that the link I provided is a little outdated since the 8-K nowadays covers the entire acquisition reporting. In August 2004 the following change was made to Item 2.01 of the 8-K

http://www.sec.gov/about/forms/form8-k.pdf

Item 2.01 (Completion of Acquisition or Disposition of Assets) calls for the filing as an exhibit in certain circumstances of financial statements of businesses acquired, pro forma financial information and copies of the plan of acquisition or disposition.

The time period for filing financial statements required under Item 2.01 in connection with certain completed acquisitions was extended to 71 days (previously 60 days) after the date that the initial report on Form 8-K was required to be filed. This change essentially preserved the old 75-day period that companies had to file financial statements required in connection with material acquisitions or dispositions.

In addition, SEC amended Item 9.01 of Form 8-K, Financial Statements and Exhibits, to ensure that financial statements required to be filed subsequent to an acquisition reported under Item 2.01 are due 71 days after the date the initial report on Form 8-K was required to be filed.

And here are the instructions for Item 9.01

Item 9.01 Financial Statements and Exhibits.
List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.
(a) Financial statements of businesses acquired.

(1) For any business acquisition required to be described in answer to Item 2.01 of this form, financial statements of the business acquired shall be filed for the periods specified in Rule 3-05(b) of Regulation S-X (17 CFR 210.3-05(b)).

(2) The financial statements shall be prepared pursuant to Regulation S-X except that supporting schedules need not be filed. A manually signed accountant’s report should be provided pursuant to Rule 2-02 of Regulation S-X (17 CFR 210.2-02).

(3) With regard to the acquisition of one or more real estate properties, the financial statements and any additional information specified by Rule 3-14 of Regulation S-X (17 CFR 210.3-14) shall be filed.

(4) Financial statements required by this item may be filed with the initial report, or by amendment not later than 71 calendar days after the date that the initial report on Form 8-K must be filed. If the financial statements are not included in the initial report, the registrant should so indicate in the Form 8-K report and state when the required financial statements will be filed. The registrant may, at its option, include unaudited financial statements in the initial report on Form 8-K.

Bluediamond you asked and shall recieve

http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm#P162_22074

If reporting of both the disposition and the acquisition are required by Form 8-K, a registrant may be unable to present a pro forma income statement depicting the joint venture formation because financial statements of the business contributed by the other party are not available. Those financial statements and related pro forma financial statements need not be filed until 75 days after the transaction is consummated. Pro forma financial statements depicting a significant disposition are required to be filed within 15 business days of the disposition. In these circumstances, the initial Form 8-K reporting the transaction should include a narrative explanation of the effects of the disposition, quantified to the extent practicable, with complete pro forma information depicting the effects of the exchange of interests furnished at the time that the audited financial statements of the acquired business are filed.