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Posted by: silver star
In reply to: None Date:2/5/2008 3:32:58 PM
Post #of 23556
(MARKET WIRE) -- 02/05/08 -- TRUSTCASH HOLDINGS, INC. ("TRUSTCASH") (OTCBB: TCHH) and PAIVIS, CORP. ("PAIVIS") (OTCBB: PAVCE) today jointly announced their execution of a Amended and Restated Definitive Agreement and Plan of Merger (the "Merger Agreement") pursuant to which TRUSTCASH has agreed, through a wholly-owned subsidiary, to acquire 100% of the issued and outstanding common shares of PAIVIS, and PAIVIS has agreed, at the closing of the transaction, to become a wholly-owned subsidiary of TRUSTCASH. As consideration in the merger transaction, TRUSTCASH has agreed to pay $0.10/share in cash plus one share TRUSTCASH common stock for each common share held by PAIVIS shareholders.
Greg Moss, the Chief Executive Officer of TRUSTCASH, commented, "We are pleased to complete this amended Merger Agreement to the benefit of the shareholders. We believe Paivis is very important for this future of this company and we believe this new structure is not only simpler but very positive for all involved. We look forward to completing the next steps towards becoming one great company."
Edwin Kwong, the Interim Chief Executive Officer of PAIVIS, commented further, "With the signing of the new Amended Merger Agreement we feel we have achieved a much simpler transaction that still provides quality value to our shareholders. We have said before, and still believe that the future of the combined corporations holds a lot of potential for value creation for our shareholders."
The parties have agreed to use their best efforts to consummate the transaction by March 31, 2008, or as soon as practicable thereafter.
The Merger Agreement, which includes all details of the transaction, will be filed by TRUSTCASH and PAIVIS as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required. The Merger Agreement contains certain conditions precedent to consummation of the merger and customary subjects, including but not limited to the audits of Paivis and its acquisitions being completed, financing being secured by Trustcash respective shareholder approval, obtaining consents, providing certified lists of shareholders and delivery of certain due diligence and other corporate documents.
About Trustcash
Through its Trustcash brand and website www.trustcash.com, the Company is a pioneer of anonymous payment systems for the internet. It developed a business based on the sale of a stored value card (both virtual and physical) that can be used by consumers to make secure and anonymous purchases on the internet without disclosing their credit card or personal information. Trustcash provides to its customers the "Trustcash(TM)" payment card, which is sold in denominations ranging from $10 to $200 either online, through any of over 500 websites, or at over 50,000 retail locations in the United States via MoneyGram. Trustcash's non-reloadable, virtual Trustcash card is the only "stored value card" that can be purchased where no personal data is stored or available, providing a unique level of both security and privacy to the purchaser.
About Paivis, Corp.
Paivis, Corp. is a wholesale telecommunications carrier that sells prepaid "point-of-sale activated" and live cards. Paivis generates its revenues through the sale of prepaid calling cards and wireless services, and international wholesale termination. Products are sold throughout many of the country's major retail outlets, including Duane Reade, 7-Eleven, and Chevron.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. TRUSTCASH and PAIVIS intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause TRUSTCASH and PAIVIS actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in TRUSTCASH and PAIVIS annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
--------------------------------------------------------------------------------Contacts:
Paivis, Corp.
Edwin Kwong
Interim Chief Executive Officer
Phone: 404-601-2885
www.paivis.com
Yeah, margin is okay for spreads, but I prefer butter, lol...
I hit the 50's right after the dive. I probably should have waited, but I didn't want to take a chance. I have seen this happen way too many times.
Agreed. Stop losses have no place in the penny market. Plus, they can fleece the timid on the way back up as well. Or, we are all screwed, and we just dont know it yet. But, we are up 50% from the 5M purchase, so I feel pretty good about it so far. BWTFDIK?
It only took them 70K shares to drop it before the 5M order. Seems likely, IMO.
.0047 on the ask now...
Is it possible MM's saw a chance to clear a stop loss order? Wouldn't be the first time...
This is where the rubber hits the road. Time for all you big talkers to back up your words, IMO.
Just hopin' I'm the one doin' the smokin', not the one gettin' smoked...
I got fast fingers,lol...
Yes I was, glad I waited...weeeeee!!!!!
Thank you, thank you, thank you! WEEEEEEEE!
Brilliant. Now, if we get a PR next week, the door has been opened for folks to say that Arne is just pandering to investors, therefore lessening the impact of that PR. (Even if he was gonna release a PR without the prodding) Also adds a touch of shadiness. Way to go...
Nicolasa the cat rides a wave with Peruvian surfer Domingo Pianezzi at San Bartolo beach in Lima Jan. 31.
10KSB: ARIEL WAY INC
--------------------------------------------------------------------------------
Edgar Online
5:13 p.m. 01/14/2008
(EDGAR Online via COMTEX) -- Item 6. Management's Discussion and Analysis or Plan of Operation
The following is a discussion and analysis of the results of operations and financial position as of and for the two years ended September 30, 2007 and the factors that could affect our future financial condition and results of operations. Historical results may not be indicative of future performance.
This discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this 10-KSB. Our consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. All references to dollar amounts in this section are in United States dollars.
Revenue and Expenses
Overall Operating Results:
Revenue was $922,221 and $2,459,012 for the fiscal years ended September 30, 2007 and 2006 respectively. The reduced revenue resulted from the ceasing of the operation of dbsXmedia in both the US and the UK in August 2006, and our reduced Business TV operation in the UK through Ariel Way Media. This operation was terminated in June 2007. Gross profit for the fiscal year ended September 30, 2007 was $201,135, compared to a gross profit of $35,290 for the fiscal year ended September 30, 2006. The imroved margin for 2007 was due to substantial cost reductions as a result of negotiated lower satellite service charges incurred related to the satellite provider.
Total operating expenses were $841,415 and $3,024,692 for the fiscal years ended September 30, 2007 and 2006. The significantly reduced operating expenses from 2006 to 2007 were due to an overall reduction of the operational organization. Salaries decreased from $473,957 to $40,428 in 2006 to 2007 respectively, professional fees decreased from $840,411 to $610,096 in 2006 to 2007 respectively, and rent decreased from $414,468 to $51,325 in 2006 to 2007 respectively. Bad debt expense decreased from $268,026 to -0- in 2006 to 2007 respectively, and loss on conditional guarantee no longer applied due to settlement with Loral Skynet resulting in a reduction from $303,328 to -0- in 2006 to 2007 respectively. Further, during year 2007, there were no expenses for the issuance of options or warrants, since none were issued during the year.
As of September 30, 2007 cash and cash equivalents was -0- compared to $46,050 as of September 30, 2006. Cash balances decreased as the company worked to satisfy substantial outstanding debts. As of September 30, 2007, accounts payable and accrued expenses were $2,109,976, compared to September 30, 2006 balances of $2,889,260. This reduction was due to substantial effort in reducing liabilities and debt during the fiscal year ended September 30, 2007 as a result of a settlement with Loral Skynet, the liquidation of dbsXmedia, Ltd (UK), the ceasing of operation of dbsXmedia (US), and the cancellation of other debt and liabilities. We intend to continue to significantly reduce our liabilities and debt.
Operations and Net Income
The net income for the fiscal year ended September 30, 2007 was $599,491 compared to a net loss of ($3,069,411) for the fiscal year ended September 30, 2006. The change to net income compared with previous year's losses were the result of other income of $1,240,797 recorded as a result of significant debt and liability reductions to include a settlement of significant debt and liability to Loral Skynet, the liquidation of dbsXmedia, Ltd (UK), the ceasing of operation of dbsXmedia (US), and the cancellation of other accrued debt and liabilities. We intend to continue to significantly reduce our liabilities and debt.
As of September 30, 2007 the accumulated deficit was reduced to ($5,167,535) compared with ($5,767,026) September 30, 2006. This accumulated deficit may, on a limited basis, be offset against future taxable income. There are limitations on the amount of net operating loss carryforwards that can be used due to the change in the control of the ownership as a result of our stock exchange transaction on February 2, 2005 of the now wholly-owned Old Ariel Way subsidiary.
Application of Critical Accounting Policies
We prepare our consolidated financial statement in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our significant accounting policies are discussed in Note 2 to the consolidated financial statements.
We consider the accounting policies related to revenue and related cost recognition, valuation of goodwill and other intangible assets and accounting for income taxes to be critical to the understanding of our results of operations. Critical accounting policies include the areas where we have made what we consider to be particularly subjective or complex judgments in making estimates and where these estimates can significantly impact our financial results under different assumptions and conditions. The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience, where available, and on various other assumptions and information that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from estimates under different assumptions or conditions.
Management believes the following reflect its more significant accounting policies and estimates used in the preparation of its consolidated financial statements. Our senior management has discussed the development of each of the following accounting policies and estimates and the following disclosures with the audit committee of our board of directors.
Goodwill
We had no recorded goodwill and we reported no goodwill impairment during the fiscal year ended September 30, 2007.
Goodwill must be reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. There can be no assurance that upon review at a later date material impairment charges will not be required.
The intangible asset impairment test consists of comparing the fair value of the intangible asset to the carrying amount of the intangible asset. If the carrying amount exceeds the fair value, an impairment loss is recognized for the difference. The goodwill impairment test is a two-step process. The first step compares the fair value of the goodwill unit to its carrying value. If the carrying amount exceeds the fair value, the second step of the test is performed to measure the amount of impairment loss, if any. The second step compares the implied fair value of the goodwill with the carrying amount of that goodwill. The more complete methodology to calculate the implied fair value of goodwill, is that an enterprise allocates the fair value of a reporting unit to all of the assets and liabilities of that reporting unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value was the price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities of the reporting unit is the implied fair value of goodwill. If the carrying amount exceeds the implied fair value, an impairment loss is recognized for that difference.
The fair value of an intangible asset, such as a software technology license, and reporting unit goodwill is the amount at which that asset or reporting unit could be bought or sold in a current transaction between willing parties. Therefore, quoted market prices in active markets are the best evidence of fair value and should be used when available. If quoted market prices are not available, the estimate of fair value is based on the best information available, including prices for similar assets and the use of other valuation techniques. Other valuation techniques include present value analysis, multiples of earnings or revenue or a similar performance measure. The use of these techniques involves assumptions by management about factors that are highly uncertain including future cash flows, the appropriate discount rate and other inputs. Different assumptions for these inputs or valuation methodologies could create materially different results.
Property, Plant and Equipment
Annually, property, plant and equipment lives are reviewed to ensure that the estimated useful lives are appropriate. The estimated useful lives of property, plant and equipment is a critical accounting estimate because changing the lives of assets can result in larger or smaller charges for depreciation expense. Factors used in determining useful lives include technology changes, regulatory requirements, obsolescence and type of use. We did not change the useful lives of any property, plant and equipment in the year ended September 30, 2007.
We review long-lived assets for impairment whenever events or circumstances indicate that the carrying amount may not be fully recoverable. During the year ended September 30, 2007 the Company wrote off approximately $24,249 in fixed assets due to the impairment of the value and the ceasing of operation of dbsXmedia.
Liquidity and Capital Resources
As of September 30, 2007, the Company had cash and cash equivalents of -0-. The Company was unable to satisfy current debts, and is in default in its loan obligations. The focus of the Company during the fiscal year ending September 30, 2007 has been to significantly reduce accrued and outstanding liabilities and debt.
Net cash used in operating activities was $112,671 for the fiscal year ended September 30, 2007 compared with $167,223 for the fiscal year ended September 30, 2006.
As of September 30, 2007 the Stockholders' Deficit was ($2,550,328) compared with September 30, 2006, of ($3,149,820). At September 30, 2007, we had a negative working capital (current assets minus current liabilities) of ($2,554,341) compared with negative working capital of approximately ($3,190,782) at September 30, 2006. The improvement is the result of the focus of the Company during the fiscal year ending September 30, 2007 to significantly reduce accrued and outstanding liabilities and debt.
There is a significant working capital deficit. Additional funding is required in order to sustain our current operations. There is limited cash flow from current operations. We are attempting to secure debt and equity funding from external sources, including existing shareholders. We may not be able to obtain additional sources of financing. Funding is required to first satisfy existing debts and current operational expenses.
If our revenue from operations and funds raised are not sufficient to implement our business plan, we will be required to raise money from other sources. Other sources of funds may not be available or may be available only on terms that are unfavorable to us. If we are unable to raise sufficient funds, the implementation of our Plan of Operation will be delayed and we may cease operations.
Going concern
The Company and its Subsidiaries' consolidated financial statements have been prepared on the basis that it will continue as a going concern, which contemplates the realization of asset values and the satisfaction of liabilities in the normal course of business. Certain conditions indicate that the Company may be unable to continue as a going concern as follows:
- The inability of the company to fund current operations and satisfy its current debts when due.
- The current default of its loans from shareholders.
- The inability to fund acquisition opportunities that could provide operational cash flow for the operation going forward.
The Company's ability to continue as a going concern is dependent upon increasing its revenues and gross profit margins to cover cost of services and other operating expenses, generating positive cash flows from operations, obtaining debt or equity capital to fund any negative operating cash flows and returning the Company to profitable operations. In this connection, the Company has adopted the following operating and management plans in order to provide positive cash flow from operations and fiscal year 2008:
Raise additional capital or secure funding from credit sources.
Expand and develop its Business TV business with existing customer base and additional contracts for new services.
Continue to develop and expand its digital signage business through targeted marketing initiatives in both the US and Europe.
Continue overall cost and expense control and adoption of efficient service and equipment roll-out approaches resulting in improved gross profits and reduced operating expenses.
Expand operation and revenue base through an aggressive acquisition program of profitable companies with operation and services with synergy to its current operation.
Develop strategic partnerships with major companies in the area of secure wireless communications, installation, and equipment maintenance supporting the Company's strategy. This strategic initiative is believed to provide increased revenues and result in reduced operating expenses.
Develop strategic partnerships with major companies providing content and advertising services for the Company's digital signage operation roll-out.
Although the results of these actions cannot be predicted with any degree of certainty, management believes that if the Company can continue to increase its revenues and gross profit margins, reduce expenses, and can obtain additional debt or equity financing to fund any negative cash flow from operations in 2008, the Company has the ability ultimately to return to profitability.
Off-Balance Sheet Arrangements
At September 30, 2007, there were none issued and outstanding.
Plan of Operation
Ariel Way, Inc. is a technology and services company for highly secure global communications and digital signage solutions and technologies. We are focused on developing innovative and secure technologies, acquiring and growing profitable advanced technology companies and global communications service providers and creating strategic alliances with companies in complementary product lines and service industries.
During fiscal year 2007, our communications solutions were provided by our subsidiary Ariel Way Media, Inc., a Delaware corporation and its subsidiary Ariel Way Media, Ltd., a U.K. corporation, that provided solutions for Business Television (BTV) delivered over satellite networks. As of July 2007, we discontinued our BTV services to focus entirely on the development and operation of a network for advanced digital signage solutions and services. Our planned digital signage network includes technologies using LCD and plasma flat screen displays as a new platform for companies to promote and advertise products and services to targeted audiences as they shop, work and play in malls, banks and other strategic locations. This network that is based on transmission over satellite, wireless and the Internet, is also intended to be used for corporate communications and training activities based on our previous experience in the operation of Business Television.
We have embarked on building on the experience gained from the previous BTV operation and expanding into the dynamic digital signage business through our subsidiary company Ariel Way Media. However, if revenue and cash provided by operations do not outpace our expenses, if economic conditions weaken or if competitive pressures increase, our ability to meet our debt obligations and our financial condition could be materially and adversely affected, thereby potentially adversely affecting our credit ratings, our ability to access the capital markets and our compliance with debt covenants.
We are pursuing both acquisitions and strategic alliances to leverage our strategy of creating a technology and services company for digital signage and highly secure global communications solutions and technologies. Our objectives are to create high margin revenues and shareholder value, expand our reach in the global market for digital signage and highly secure global communications solutions and technologies and position us to play a more visible role in providing next generation highly secure communications digital signage solutions, products, services and technologies.
In order to implement our overall business plan including both the full development of a digital signage business, we intend to attempt to raise at least $10,000,000 over the next 12 months in order to fund:
Expenses associated with acquisitions of companies;
Investment in laboratory facilities including test and simulation equipment;
Acquisition or licensing of certain intellectual property related to the development of a nationwide digital signage network and highly secure communications technology and software development technology;
Compensation for employees and consultants;
Legal and accounting fees and other general administrative overhead;
General working capital purposes
In addition, we may need additional funds if we use a greater percentage of cash rather than stock in connection with future acquisitions.
New Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS No. 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in APB No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. The impact of this SFAS is fully discussed in Note 2 to the Financial Statements as of September 30, 2007 and 2006.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, which replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No.3, Reporting Accounting Changes in Interim Financial Statements. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.
Inflation
Our monetary assets, consisting primarily of cash and receivables, and our non-monetary assets, consisted primarily of intangible assets and goodwill, are not affected significantly by inflation. We believe that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and costs of network services, which may not be readily recoverable in the price of services offered by us.
RISK FACTORS
We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occur, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could loose all or part of your investment.
Risks Related To Our Business
We are a technology company with a revised and new and unproven enterprise technology model and a short operating history, which makes it difficult to evaluate our current business and future prospects and may increase the risk of your investment.
We have only a limited operating history with our revised and new business model upon which to base an evaluation of our current business and future prospects. Our limited operating history with the new business model makes an evaluation of our business and prospects very difficult. You must consider our business and prospects in light of the risks and difficulties we may encounter as a developing company with a revised and new business model in the rapidly evolving market for technology and services supporting the business of highly secure global communications. These risks and difficulties include, but are not limited to, the following:
our revised and new and unproven business and technology model;
a limited number of service offerings and risks associated with developing new product and service offerings;
the difficulties we may face in managing rapid growth in personnel and operations;
a failure of our physical infrastructure or internal systems caused by a denial of service, third-party attack, employee error or malfeasance, or other causes;
a general failure of satellite services and the Internet that impairs our ability to deliver our service;
a loss or breach of confidentiality of customer data;
the negative impact on our brand, reputation or trustworthiness caused by any significant unavailability of our service;
the systematic failure of a core component of our service from which it would be difficult for us to recover;
the timing and success of new service introductions and new technologies by our competitors;
our ability to acquire and merge subsidiaries in a highly competitive market; and
drastic changes in the regulatory environment that could have an adverse impact in the Telecommunications industry.
We may not be able to successfully address any of these risks or others. Failure to adequately do so could force us to curtail or cease our business operations.
We have previous years lost money and we may again experience losses in the near term, which means that we may not be able to continue to operate as a going concern unless we obtain additional funding
We have previous years lost money. In the fiscal year ended September 30, 2007 we had a net income of $599,491 and for the fiscal year ended September 30, 2006 we had a net loss of ($3,069,411). Future losses may occur. Accordingly, we are experiencing liquidity and cash flow problems and we may not be able to raise additional capital as needed and on acceptable terms. No assurances can be given that we will be successful in reaching or maintaining profitable operations; or that we will be able to raise or borrow adequate funds to execute our business plan and consummate any future acquisitions.
There is substantial doubt about our ability to continue as a going concern.
As of September 30, 2007, the Company's independent public accounting firm issued a "going concern opinion" wherein they stated that the accompanying financial statements were prepared assuming the Company will continue as a going concern. As discussed in Note 11 to the financial statements as of September 30, 2007, the Company did not generate sufficient cash flows from revenues during the year ended September 30, 2007, to fund its operations. Also at September 30, 2007, the Company had negative net working capital of ($2,554,341). These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters is discussed in Note 10 to the accompanying financial statements as of September 30, 2007. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Unless the Company is successful in generating additional sources of revenue, or obtaining additional capital, or restructuring its business, the Company is at risk of ceasing operations or filing bankruptcy.
We have a material weakness in internal controls due to a limited segregation of duties, and if we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting which could harm the trading price of our stock.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Inferior internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock. During the year ended September 30, 2007, we reduced our staffing in order to conserve cash, as our level of business activity declined. As a result, there is very limited segregation of duties, this is a material weakness in internal controls. However, we have implemented procedures to both limit access to bank accounts and to segregate the approval of invoices from disbursements of cash. However, with only five employees and consultants at the Company, segregation of duties is not practicable.
We have historically generated revenue which has not been adequate to support our full operation and this may continue in the future, which means that we may not be able to continue operations unless we can increase our generated revenue. Further, we ceased the operations of two locations and future revenue could be limited.
We have generated revenue from operations; however, if we do not begin generating more revenue we may have to cease operations. As of September 30, 2007, we had an accumulated deficit of ($5,167,535). In order to become profitable, we will need to generate revenues to offset our cost of operations and general and administrative expenses. We may not achieve or sustain our revenue or profit objectives and our losses may increase in the future and ultimately, we may have to cease operations.
Our operating results are not possible to predict because we have limited operations. As a result, we cannot determine if we will be successful in our proposed plan of operation. Accordingly, we cannot determine what the future holds for our proposed plan of business. As such an investment in our business is extremely risky and could result in the entire loss of your investment.
We will need to raise additional capital to continue our operations and consummate any future acquisitions or we may be unable to fund our operations, promote our products or develop our technology
We have relied on external financing to fund our operations and acquisitions to date. Such financing has historically come from a combination of borrowings . . .
Jan 14, 2008
(c) 1995-2008 Cybernet Data Systems, Inc. All Rights Reserved
Sweet, Fidelity still short 99 shares here...
Good day, have a good night all. Tomorrow should be a good buying opportunity. Good chance we will see some churning, IMO...
Foreclosures Soared 79 Percent in 2007
By ALEX VEIGA,AP
LOS ANGELES (Jan. 29) -- The number of U.S. homes that slipped into some stage of foreclosure in 2007 was 79 percent higher than in the previous year, a real estate tracking company said Tuesday. Many homeowners started to fall behind on mortgage payments in the last three months, setting the stage for more foreclosures this year.
About 1.3 million homes received foreclosure-related warnings last year, up from 717,522 in 2006, Irvine-based RealtyTrac Inc. said. Foreclosure filings rose 75 percent from the previous year to 2.2 million.
More than 1 percent of all U.S. households were in some phase of the foreclosure process last year, up from about half a percent in 2006, RealtyTrac said.
Nevada, Florida, Michigan and California posted the highest foreclosure rates, the company said.
The filings included notices warning owners that they were in default, or that their home was slated for auction or for repossession by a bank. Some properties may have received more than one notice if the owners had multiple mortgages.
A late-year surge in the number of properties reporting foreclosure filings suggests that many are in the initial stages of the foreclosure process and could end up lost to foreclosure this year unless lenders or the government steps in, RealtyTrac said.
"It does appear that we're seeing a new batch of properties enter the process," said Rick Sharga, RealtyTrac's vice president of marketing.
RealtyTrac is forecasting that the pace of foreclosure filings will remain steady, rather than accelerate during the first half of 2008.
"Assuming nothing else bad happens economically ... we will have exhausted the bulk of the worst-performing loans by the end of June," Sharga said, referring to adjustable-rate mortgage loans made to borrowers with poor credit.
Many of these subprime loans defaulted last year, triggering a credit crisis and saddling major financial institutions with losses.
More than 1.8 million subprime mortgages are scheduled to reset to higher interest rates this year and next.
Last year's explosion in foreclosure activity came amid a worsening housing downturn, as falling home values ate into homeowners' equity, making it harder for many to refinance into more affordable loans or to find buyers. Those options had helped keep troubled homeowners from sliding into foreclosure.
"We went from a sort of buying frenzy to a foreclosure frenzy in the last two years," Sharga said.
Recent efforts by government and mortgage lenders to help homeowners at risk of falling seriously behind on mortgage payments have had a marginal impact on the U.S. foreclosure rate so far, Sharga added.
In December alone, foreclosure filings soared 97 percent from the same month a year earlier to 215,749. It was the fifth consecutive month in which foreclosure filings topped more than 200,000, RealtyTrac said.
In the fourth quarter, filings rose 86 percent from the prior-year quarter but only 1 percent from the third quarter.
Nevada had the highest foreclosure rate in the nation last year, with 3.4 percent of its households receiving foreclosure filings. That was more than three times the national average, RealtyTrac said.
The state had 66,316 filings on 34,417 properties in 2007, up more than 200 percent from 2006's total.
Florida had more than 2 percent of its properties in some stage of foreclosure last year. The state reported 279,325 filings on 165,291 homes, more than twice the previous year's total.
In Michigan, where job losses are pressuring many homeowners, 1.9 percent of all households received a foreclosure filing last year. In all, 136,205 filings were issued on 87,210 properties, up 68 percent versus filings in 2006.
California led the nation in total foreclosure filings and the number of homes in some stage of foreclosure last year.
A total of 481,392 filings were issued on 249,513 properties, more than triple the number of filings in 2006, RealtyTrac said.
In all, 1.9 percent of households in California received foreclosure filings.
Many of the homes receiving foreclosure filings in the state were in the inland markets, where new construction and more affordable prices helped fuel a spike in sales toward the end of the housing boom.
Other states in the 2007 foreclusure top 10 were Colorado, Ohio, Georgia, Arizona, Illinois and Indiana.
It is acting like a PR is very close. I hope it is...
Been there done that. I have been watching this for a while waiting for the charts to turn. Looks like they have, especially if this closes strong, IMO. We will see, gonna add more tomorrow if we keep the momo...GLTA!
That is a pretty sweet deal, IMO.
Nice to see the bid aint budging...
I hope this is a good stock...
Prosecutor Seeks Charges Against Trader
By JAMEY KEATEN,AP
PARIS (Jan. 28) - A Paris prosecutor on Monday asked for preliminary charges of forgery, breach of trust and fraud against Jerome Kerviel, accused by Societe Generale bank of causing what may be the largest-ever trading fraud by a single person.
France's second-largest bank blames rogue trader Jerome Kerviel for a bank fraud that cost the company more than $7 billion in losses. The bank said Kerviel did not appear to have profited personally from the transactions and likely worked alone.
Prosecutor Jean-Claude Marin also for the first time gave an inkling of what motivated the low-level trader. He said the 31-year-old did not seek personal profit from the trades, but wanted to be "an exceptional trader" and earn performance bonuses.
"It's always a bit for money, I'm not sure that was his prime motive," said the prosecutor. "It functions a bit like a drug, it's an addiction, ... there's a sort of spiral you can't get out of."
Marin was speaking as police wrapped up nearly 48 hours of questioning with Kerviel. The trader was to appear before a judge who would decide whether to proceed with preliminary charges.
Under French law, filing preliminary charges means the judge has determined there is strong evidence to suggest involvement in a crime. It gives the investigator time to pursue the probe before deciding whether to send the suspect for trial or drop the case.
The prosecutor said Kerviel could face a maximum seven years imprisonment if convicted under the charges he was seeking.
Societe Generale revised downward slightly the amount Kerviel allegedly lost — from 4.9 billion euros ($7.21 billion) to "just over" 4.82 billion euros ($7.09 billion). CEO Daniel Bouton said the bank, thought by some to be vulnerable to a takeover, has not been approached.
The bank, however, was struggling. Societe Generale shares were trading down 6.6 percent at 68.98 euros ($101.43) at midday Monday amid generally falling shares.
Bouton rejected suggestions from Kerviel's lawyers that Societe Generale was making him a scapegoat to hide big losses linked to the U.S. subprime mortgage crisis.
"How could you want to imagine that we would have been able to hide a hole by another hole? It's completely stupid," Bouton told Europe-1 radio. He called Kerviel a "remarkable concealer" who had managed to outwit the bank's risk control systems.
Elisabeth Meyer, one of Kerviel's defense lawyers, said he was "bearing up to the shock."
She disputed Societe Generale claims that he had committed fraud, saying he was in the black with his trades as of Dec. 31.
"In my view, he was thrown to the lions before being able to explain himself," said Meyer. "It's a lynching."
Societe Generale alleges that Kerviel hacked computers and "combined several fraudulent methods" to build up positions worth 50 billion euros ($73.53 billion) — more that the bank's market worth.
Jean-Pierre Mustier, head of the bank's corporate and investment banking arm, told reporters Sunday that Kerviel appeared to have acted alone, but added: "I cannot guarantee to you 100 percent that there was no complicity."
Even before his allegedly massive fraud was revealed Thursday, Kerviel's trading apparently triggered occasional alarms at Societe Generale — France's second-largest bank — but not to a degree that led managers to investigate further. Kerviel had explained away the red flags as mistakes, according to Mustier.
The bank says Kerviel built up futures positions worth 30 billion euros ($44.12 billion) into the Eurostoxx index, another 18 billion euros ($26.47 billion) on Germany's DAX and 2 billion euros on the London FTSE.
Since the bets greatly exceeded the amount of capital he was allowed to risk, Kerviel entered fake and offsetting trades in Societe Generale's computer system that appeared to minimize the odds of big losses, the bank said. The trades were purposely chosen to avoid detection because they did not require cash contributions nor were subject to margin calls, which would require putting up more money if the fake bet soured, it said.
Societe Generale said Kerviel's positions were unwound last week over three days in a "controlled fashion."
Societe Generale said Kerviel used other people's computer access codes, falsified documents and used other methods to cover his tracks — helped by his previous experience in other bank offices that monitored traders.
Kerviel's downfall started in the days before Friday, Jan. 18, when Societe Generale tightened lending restrictions on one of its customers, an unnamed large bank. He apparently had used that bank's name for one or more of his fictitious trades, and it led to what Societe Generale described as having "additional controls" put in place.
Kerviel's superiors in Societe Generale's equity trading division reviewed that day an e-mail from the large bank supposedly confirming trades he had booked. But they were suspicious about where the e-mail came from and launched an emergency investigation.
Kerviel then was called to Societe Generale to explain. Bank investigators confirmed that the large bank did not know about the trades. Kerviel did not provide a clear explanation at first but eventually confirmed he had entered fictitious trades, the bank said.
Posted by: brentjanice
In reply to: None Date:1/25/2008 12:26:25 AM
Post #of 8716
Band of Roving Chief Executives Spotted Miles from Mexican Border
San Antonio, Texas (Rooters) Unwilling to wait for their eventual
indictments, the 10,000 remaining CEOs of public U.S. companies made a
break for it yesterday, heading for the Mexican border, plundering towns
and villages along the way, and writing the entire rampage off as a
marketing expense.
"They came into my home, made me pay for my own TV, then double-booked the
revenues," said Rachel Sanchez of Las Cruces, just north of El Paso.
"Right in front of my daughters."
Calling themselves the CEOnistas, the chief executives were first spotted
last night along the Rio Grande River near Quemado, where they bought each
of the town's 320 residents by borrowing against pension fund gains. By
late this morning, the CEOnistas had arbitrarily inflated Quemado's
population to 960, and declared a 200 percent profit for the fiscal second
quarter.
This morning, the outlaws bought the city of Waco, transferred its
underperforming areas to a private partnership, and sent a bill to
California for $4.5 billion.
Law enforcement officials and disgruntled shareholders riding posse were
noticeably frustrated.
"First of all, they're very hard to find because they always stand behind
their numbers, and the numbers keep shifting," said posse spokesman Dean
Levitt. "And every time we yell 'Stop in the name of the shareholders!'
they refer us to investor relations. I've been on the phone all
morning."
"YOU'LL NEVER AUDIT ME ALIVE!"
The pursuers said they have had some success, however, by preying on a
common executive weakness. "Last night we caught about 24 of them by
disguising one of our female officers as a CNBC anchor," said U.S. Border
Patrol spokesperson Janet Lewis. "It was like moths to a flame."
Also, teams of agents have been using high-powered listening devices to
scan the plains for telltale sounds of the CEOnistas. "Most of the time we
just hear leaves rustling or cattle flicking their tails," said Lewis,
"but occasionally we'll pick up someone saying, 'I was totally out of the
loop on that.'"
Among former and current CEOs apprehended with this method were Computer
Associates' Sanjay Kumar, Adelphia's John Rigas, Enron's Ken Lay, Joseph
Nacchio of Qwest, Joseph Berardino of Arthur Andersen, and every Global
Crossing CEO since 1997. ImClone Systems' Sam Waksal and Dennis Kozlowski
of Tyco were not allowed to join the CEOnistas as they have already been
indicted.
So far, about 50 chief executives have been captured, including Martha
Stewart, who was detained south of El Paso where she had cut through a
barbed-wire fence at the Zaragosa border crossing off Highway 375. "She
would have gotten away, but she was stopping motorists to ask for marzipan
and food coloring so she could make edible snowman place settings, using
the cut pieces of wire for the arms," said Border Patrol officer Jennette
Cushing. "We put her in cell No. 7, because the morning sun really adds
texture to the stucco walls."
While some stragglers are believed to have successfully crossed into
Mexico, Cushing said the bulk of the CEOnistas have holed themselves up at
the Alamo. "No, not the fort, the car rental place at the airport," she
said.
"They're rotating all the tires on the minivans and accounting for each
change as a sale in the current quarter."
Hope to see a nice close...
I bought sevens a couple days ago, I will probably buy more if I can get an ask. Maybe even lower? Who knows...
Can anybody tell me how much it costs to purchase a gallon of whatever this stuff is they are making?
I was able to reload. Hope we get a correction tomorrow, or at least soon...
Citi Loses Almost $10B, Slashes Dividend
By MADLEN READ,Associated Press
Posted: 2008-01-15 09:29:33
NEW YORK (AP) - Citigroup Inc. lost almost $10 billion in last year's final three months, the largest quarterly deficit in the bank's 196-year history, and slashed its dividend as it recorded a mammoth write-down for bad bets on the mortgage industry.
The nation's largest bank wrote down the value of its portfolio by $18.1 billion. It also boosted loan-loss reserves by $4.1 billion, signaling further problems in its consumer businesses as deflated home prices, high energy and food costs, and rising unemployment weigh on people's ability to make their loan payments.
To cut expenses, it slashed 4,200 jobs in the fourth quarter in addition to the 17,000 layoffs announced in the spring, and chief financial officer Gary Crittenden said during a conference call that more job cuts would be on the way.
Chief Executive Vikram Pandit, who replaced Charles Prince in December, said the fourth-quarter results were "unacceptable", and that he was "not yet finished" in his review of whether any of the global bank's core operations need to be cut or sold.
To bolster its capital, the bank also said Tuesday it has lined up $12.5 billion in new investments from sovereign wealth funds and existing shareholders.
That includes $6.88 billion from the Government of Singapore Investment Corp. for a 4 percent stake. Other investors were Capital Research Global Investors, Capital World Investors, the Kuwait Investment Authority, the New Jersey Division of Investment, shareholder Prince Alwaleed bin Talal of Saudi Arabia and former chief executive Sanford Weill and his family foundation.
The $12.5 billion in fresh equity adds to the $7.5 billion that Citi got in November from the Abu Dhabi Investment Authority in exchange for a 4.9 percent stake in the company.
Citigroup's shares, which were trading around $55 a year ago, fell 56 cents to $28.50 in premarket trading on Tuesday.
The loss for the quarter totaled $9.83 billion, or $1.99 per share, compared with earnings of $5.13 billion, or $1.03 per share, during the same quarter a year earlier. Citigroup's revenue fell to $7.22 billion, down 70 percent from $23.83 billion in the final quarter of 2006.
Citigroup said the 41 percent cut in its quarterly dividend to 32 cents a share from 54 cents - along with the Asian investments and a stock offering of about $2 billion - will help boost its Tier 1 capital ratio, a measure of its financial strength.
Financial companies have been the highest dividend-paying sector in the stock market, but many - including Washington Mutual Inc., National City Corp. and the government-sponsored lenders Freddie Mac and Fannie Mae - have pared those payouts in recent months.
Citigroup's decision to cut its dividend and seek new cash from outside investors was widely anticipated on Wall Street after months of scrutiny over the bank's deteriorating operations. The biggest was Citigroup's bad bets on mortgage-backed bond instruments called collateralized debt obligations. It also was forced to bring $49 billion in hemorrhaging funds known as structured investment vehicles onto its books.
Over the past several weeks, Asian funds have been buying up the battered stocks of struggling U.S. banks. Early Tuesday, Merrill Lynch said it will receive a total of $6.6 billion from the Korean Investment Corp., Kuwait Investment Authority and Japan's Mizuho Corporate Bank - in addition to the $4.4 billion it has already gotten from Singapore's state-run Temasek Holdings.
Pandit said Citigroup would continue to sell off "non-core" assets. The bank has already sold shares in Redecard, a card business in Latin America, and an ownership interest in a unit of the Japanese brokerage Nikko Cordial it bought last year.
Citigroup's $18.1 billion writedown was significantly wider than the $6 billion writedown it took in the third quarter last year, and bigger than the $8 billion to $11 billion it guessed in October that it would take for the fourth quarter.
Citigroup said as of Dec. 31, it had a total of $37.3 billion in direct subprime mortgage exposure, down from $54.6 billion three months prior.
Copyright 2008 The Associated Press. The information contained in the AP news report may not be published, broadcast, rewritten or otherwise distributed without the prior written authority of The Associated Press. Active hyperlinks have been inserted by AOL.
Somebody needs to do something, at least while the AS is where it is, IMO.
Hello all! Hope your year is good so far...
I know the market cap is less than my house's value. This is pretty ridiculous. I wish somebody would just buy this POS shell.
Oh gawd not this, my lady is really into those ghost shows. Maybe CPPC can become the "Ghost Network"?
SBSH is laughing in our faces...
Up almost 2.9 million percent!
Bid at $25 all day...
Time & Sales
Price Size Exch Time
0.0102 26200 OBB 14:28:39
0.0102 70000 OBB 13:41:26
0.01 3250 OBB 10:26:08
0.0102 3250 OBB 10:26:03
0.011 15000 OBB 10:24:37
0.011 5000 OBB 10:24:37
0.014 5000 OBB 10:01:03
0.0085 8250 OBB 09:33:50
0.012 5000 OBB 09:33:06
0.0123 1750 OBB 09:31:11
0.013 5000 OBB 09:31:08
Time & Sales
Price Size Exch Time
0.0003 2000000 OBB 14:02:47
0.0003 1000000 OBB 10:47:55
0.0003 200000 OBB 09:30:03
0.0004 200000 OBB 09:30:02
t 0.0003 2250000 OBB 09:09:16