I am not actively trading; holding some stocks that have no value.
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off to bed also....I'll catch up on the rest of the posts tomorrow...good night to everyone...you're a great bunch!
I had set up quite a number of sell orders for chunks of shares at various price points to get some $$'s back off the table....I moved the prices up on them a few days ago after the latest news came out...and I canceled about half of them today....the picture unfolding is so compelling that I am choosing to stay in deeper and longer....I am now looking at this as a 6-9 month window rather than a short one.
was that only yesterday that some guy sold out at .0026 or thereabouts? maybe it was Friday....wonder how he's feeling right about now?
Makes you wonder how someone's going to feel about selling out at .005 or .0055 after another week goes by...
kind of like watching a play being acted out...you know the script, cuz the company has pretty much laid it out for us in news releases...so we wait for the scenes to be played out by the actors...you hope everyone remembers their lines and that the "play" goes smoothly to its conclusion. We have seasoned "actors" and hopefully not too many jerks in the audience who act stupid and wreck the performance...how's that for an analogy?
Things are good, Soldier...on days like today, very good!
I think we are doing better than 50 posts per hour on here tonite...LOL. We will be one of the most active boards.... and I have too many posts to read to get to bed.
Looking forward to another greeeeeen day tomorrow....
Lion
CCWW....0055's printing...NITE strong on the Bid
it's a great day in CCWW-land....smiles all around
Amen, FBS!
NITE has a large bid order at .005.... .0055's printing
NorthLion
CCWW....005 on the bid X .0055 on the ask now
.005 on the bid X .0055 on the ask now
Things are moving again....positive news release on the new IR contact....even Bigrgub is speaking positively about NSHV....this is looking good....
Still long on NSHV and still holding every share...expecting great things down the road a little ways.
NorthLion
Looks positive to me....there were extra expenses related to the acquistion, but there is new revenue as a result and they expect to have enough cashflow from operations and marketable securities on hand to continue operations without needing to raise capital (therefore, no need for share dilution). It seems to me that they are well positioned to take off from here.
I'm comfortable with my stake here.
NorthLion
Bob, you're here too! Big potential here...will take a little while to get the development going and zinc will come back.
How do you have time to moderate 135 boards???
NorthLion
Easiest solution to get the divvy...buy now and hold em till the divvy happens...can't miss that way!
Lion
You too, FBS! Much to be thankful for where it really matters the most!
Cheers!
NorthLion
Would love to see it...wouldn't be surprised either...
we have been much too quiet today for the type of news that was released today.
NorthLion
Buyers may have been hoping this would drop back so as to get in at cheaper prices...it hasn't happened today...
The news today is compelling...who would sell for less now??
Who even wants to sell?
NorthLion
CCWW is not a normal pink stock.....
I feel VERY lucky to be be a part of this play.
R/S will open the door to better things.....
NorthLion
Seems to be a quiet day all round...not much activity here or in my other stocks...I suspect it is the Easter weekend lull.
When people wake up and realize what is coming together here, this one will move up quickly.
JMHO
NorthLion
I am attempting to make contact with David Cutler to clarify a number of questions I had after reading through the 10K's and 10Q's from the past year.
Does the sandcastle pic in the IBox have any significance or personal attachments for anyone? I am thinking of making a change there.
NorthLion
TeamLV,
I am thinking that we will quickly hit .006 tomorrow and we will see how far we push past that. I am simply looking at the momentum here....we know we have been sitting on a pressure cooker, building up steam, about to blow the lid off. Suddenly today, a huge surge near the end of the day --- usually an indication that someone knows something. News has been pending....it feels like it is all coming together now.
I am very happy to be in this play....it is a keeper.
NorthLion
Check out my post from last nite - #7396....
Wait and see where we go tomorrow!!
A couple of questions for the board:
1. Has anyone phoned Cutler or other company representative recently to get a one-on-one update on what is being worked on?
2. Who put the picture up in the I-box, and who the heck is that character?
NorthLion
I clicked on "Add me as Moderator" to see what that was all about, and next thing you know...I'm it!
Wasn't sure I wanted it to happen that fast...seems no one else wanted to take the position...not sure why....any thoughts? any objections? Someone else can take it if they are interested.
NorthLion
hey guys....who added me as an Asst Moderator??
That's okay, but I didn't know I was until I happened to see it tonight!! Fill me in, what am I supposed to do as an AM? What far-reaching powers do I have?? LOL
NorthLion
I am thinking we will see .005's today (March 19th)....
JMHO
NorthLion
Well said, Lil Jazz...this Board has class!
NorthLion
Temps are improving rapidly up here...above freezing almost every day and snow is disappearing as the strong sun eats it away. Looking for geese heading north anyday now.
On the NSHV front, I remain optimistic. Gene and associates are doing all they can to right the past. They are doing all they can to get this on the right track. As gloomy as it seems some days, they are keeping on and someday we may look back and say, "I should have grabbed them when I could have at those prices." I am mulling over adding some more to my holdings right now.
NorthLion
Good Morning FBS...
Beautiful action on CCWW today.....the strength it displayed on an otherwise panic-stricken day in the markets supports all that has been said about it here.
NorthLion
Proposals to be voted upon in a Shareholders meeting that has been called for April 2, 2008 - proxies being sent out to shareholders of record March 7th.
Proposal #1
NOMINATION AND ELECTION OF DIRECTORS
The Company's Bylaws currently provide for the number of directors of the Company to be established by resolution of the Board of Directors and that number is three. The Board has nominated three (3) persons. At this Annual Meeting, a Board of three (3) directors will be elected. Except as set forth below, unless otherwise instructed, the proxy holders will vote the proxies received by them for Management's nominees named below.
The three nominees are presently directors of the Company. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders, until resignation, or until a successor has been elected and qualified.
The proxies solicited hereby cannot be voted for a number of persons greater than the number of nominees named below. The Certificate of Incorporation of the Company does not permit cumulative voting. A plurality of the votes of the holders of the outstanding shares of Common Stock represented at a meeting at which a quorum is presented may elect directors.
THE DIRECTORS NOMINATED BY MANAGEMENT ARE:
David J. Cutler
Wesley F. Whiting
Redgie Green
The biographical information of Messrs. Cutler, Whiting and Green are contained on page 9, under "Management Experience."
Unless marked to the contrary on the ballot, all proxies will be voted in favor of the Management's nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.
Required Approval
For action to be taken at the Annual Meeting, a quorum must be present, which, under Delaware General Corporation Laws, is a simple majority. To be considered approved, the nominees must receive the affirmative vote of the holders of a majority of the shares represented and voting at the Annual Meeting.
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PROPOSAL #2
AUTHORIZATION OF A REVERSE SPLIT AND AMENDMENT TO ARTICLES OF INCORPORATION
The Company proposes to amend its Articles of Incorporation to reflect a fifteen for one reverse split of common shares.
The Board of Directors believes that the implementation of the Amendment will help to facilitate its future capital situations and enhance market value of the Company's common shares. The Company is not expected to experience a material tax consequence as a result of the Amendment.
We are asking shareholders to approve a pro-rata reverse split of our common stock, by which up to each fifteen shares would become one share. Fractional shares will be rounded up to the next whole share. The effective date of the reverse split will be thirty days following the date of the meeting. This is not a "going private" transaction, and no shareholders will be reduced to less than one share. This action will not have the effect of reducing our shareholders to less than 300. This requires an Amendment to the Articles of Incorporation to accomplish the reverse split.
We believe the recent per share price of the common stock has had a negative effect on the marketability of the existing shares, the amount and percentage of transaction costs paid by individual stockholders, and it impairs the potential ability of the Company to raise capital by issuing new shares due to the low price.
We believe that reverse split will be advantageous to us and to all shareholders, because it may provide the opportunity for higher share prices based upon fewer shares. It is also a factor that most brokerage houses do not permit or favor lower-priced stocks to be used as collateral for margin accounts. Certain polices and practices of the securities industry may tend to discourage individual brokers within those firms from dealing in lower-priced stocks. Some of those polices and practices involve time-consuming procedures that make the handling of lower priced stocks economically unattractive. The brokerage commissions on the purchase or sale of lower priced stocks may also represent a higher percentage of the price than the brokerage commission on higher priced stocks.
Shareholders should note that, after the reverse split, the number of our authorized shares will remain unchanged, while the number of issued and outstanding shares of our Company will be reduced by the factor of the reverse, i.e. up to one for fifteen shares. It is important to realize that the issuance of additional shares is in the discretion of the Board of Directors, in their best business judgment, and our shareholders will have no right to vote on future issuances of shares except in the event of a merger under Delaware law. This means that, effectively, our shareholders will have no ability or capacity to prevent dilution by the issuance of substantial amounts of additional shares for consideration that could be considerably less than what our existing shareholders paid for their shares. In many events, control of our Company could effectively be changed by issuances of shares without shareholder approval.
We have no plans as of date hereof, to issue any newly available shares. There are no pending private offerings of shares, nor are there any pending acquisitions for which shares may be contemplated to be issued.
As a general rule, potential investors who might consider making investments in our Company will refuse to do so when the Company has a large number of shares issued and outstanding with no equity. In other words, the "dilution" which new investors would suffer would discourage them from investing, as general rule of experience. A reduction in the total outstanding shares may, without any assurance, make our capitalization structure more attractive.
While our acceptability for ultimate listing on one of the NASDAQ markets or an exchange is presently remote, we believe that it is in the interests of our Company to adjust our capital structure in the direction of conformity with the NASDAQ structural requirements. At the current date, even with the proposed changes we would not meet NASDAQ criteria. NASDAQ requirements change constantly. There is no assurance that the proposed changes with meet NASDAQ requirements or any other exchange when, and if, we are otherwise qualified. There is no assurance that we will qualify for NASDAQ.
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Once the reverse split has occurred, Management believes the Company may then be better structured to seek equity financing, because investors shy away from the very high dilution which would occur if an investment were made in the current structure. There is no assurance that the Company will have any success in seeking equity financing.
Future Dilutive Transactions
It is emphasized that management of the Company may effect transactions having a potentially adverse impact upon the Company's stockholders pursuant to the authority and discretion of the Company's management to complete share issuances without submitting any proposal to the stockholders for their consideration. Holders of the Company's securities should not anticipate that the Company necessarily will furnish such holders with any documentation concerning the proposed issuance prior to any share issuances. All determinations (except involving a merger where the number of shares of common stock of the Company issued will equal more than 20% of the issued and outstanding shares of common stock of the Company prior to the transaction) involving share issuances are in the discretion and business judgment of the Board of Directors in their exercise of fiduciary responsibility, but require a determination by the Board that the shares are being issued for fair and adequate consideration.
The issuance of additional shares in future transactions will allow, the following types of actions or events to occur without the current stockholders being able to effectively prevent such actions or events:
1. Dilution may occur due to the issuance of additional shares. The percentage ownership of the Company by the existing shareholders may be diluted from 100% after the reverse split, now, to as little as 8%.
2. Control of the Company by stockholders may change due to new issuances.
3. The election of the Board of Directors will be dominated by new large stockholders, effectively blocking current stockholders from electing directors.
4. Business plans and operations may change.
5. Mergers, acquisitions, or divestitures may occur which are approved by the holders of the newly issued shares.
In the future event that the Board continues to issue shares for capital, services, or acquisitions, the present management and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company.
It is likely that the Company may acquire other compatible business opportunities through the issuance of common stock of the Company. Although the terms of any such transaction cannot be predicted, this could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such issuance. There is no assurance that any future issuance of shares will be approved at a price or value equal to or greater than the price which a prior stockholder has paid, or at a price greater than the then current market price. Typically, unregistered shares are issued at less than market price due to their illiquidity and restricted nature as a result of, among other things, the extended holding period and sales limitations which such shares are subject to.
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TABLE SHOWING EFFECT OF REVERSE SPLIT FIFTEEN FOR ONE (deleted - did not display well)
There is no assurance that any effect of the price of our stock will result, or that the market price for our common stock, immediately or shortly after the proposed changes, if approved, will rise, or that any rise which may occur will be sustained. Market conditions obey their own changes in investor attitudes and external conditions. We are proposing the steps we deem the best calculation to meet the market attractively, however we cannot control the markets reaction.
Dissenting shareholders have no appraisal rights under Delaware law or pursuant to our constituent documents of incorporation or bylaws, in connection with the proposed reverse split.
Fractional Shares. Fractional shares will be rounded up to the next whole share.
The reverse stock split may leave certain stockholders with one or more "odd lots" of new common stock, i.e., stock in amounts of less than 100 shares. These odd lots may be more difficult to sell or require greater transaction cost per share to sell than shares in even multiples of 100. There are frequently situations where transaction costs for odd lots in penny stocks exceed the net proceeds realized from a sale of the odd lot, effectively rendering the odd lot valueless to the holder.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE SPLIT
In the event that the ballot is left blank for a proposal, it will be deemed a "Yes" vote.
PROPOSAL #3
APPOINTMENT OF LARRY O'DONNELL, CPA, P.C.
Larry O'Donnell, CPA, P.C., Independent Public Accountants, of Aurora, Colorado have been appointed as the Certifying Accountants for the period through fiscal year 2008 and shareholders are asked to ratify such appointment. Ratification of the appointment of Larry O'Donnell, CPA, P.C., as the Company's independent public accountants for the fiscal year ending June 30, 2008 will require the affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote at the Annual Meeting. In the event the stockholders do not ratify the appointment of Larry O'Donnell, CPA, P.C. for the forthcoming fiscal year, such appointment will be reconsidered by the Board. Representatives of Larry O'Donnell, CPA, P.C. are not expected to be present at the Annual Meeting and will not make statements.
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Unless marked to the contrary, proxies received will be voted "FOR" ratification of the appointment of Larry O'Donnell, CPA, P.C. as independent accountants for the Company's year ending June 30, 2008.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE COMPANY'S INDEPENDENT ACCOUNTANTS.
PROPOSAL #4
AUTHORIZATION TO CHANGE THE COMPANY'S NAME AND AMENDMENT TO ARTICLES OF INCORPORATION
We are asking shareholders to authorize a change in the name of this corporation to a new name to be chosen in the discretion of the Board of Directors. This requires an amendment to our Articles of Incorporation.
We believe that the name change in our Articles of Incorporation are in the best interest of our corporation, to create a name which is not related to the former business attempt, in which the Company may never again engage.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.
PROPOSAL #5
AUTHORIZATION TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF COMMON SHARES AUTHORIZED FROM TWENTY MILLION (20,000,000) TO ONE HUNDRED MILLION (100,000,000)
We are asking shareholders to authorize the directors of the Company to increase the number of Common Shares from twenty million (20,000,000) to one hundred million (100,000,000). This requires an amendment to our Articles of Incorporation.
We believe that the share increase authorization in our Articles of Incorporation is in the best interest of our corporation because we have issued twenty million shares which is at our authorized capital limit. Without additional shares authorized, the Company cannot raise any more capital through shares, and it has substantial needs for more operating capital.
It is emphasized that management of the Company may effect transactions having a potentially adverse impact upon the Company's shareholders pursuant to the authority and discretion of the Company's management to complete share issuances without submitting any proposal to the stockholders for their consideration. Holders of the Company's securities should not anticipate that the Company necessarily will furnish such holders with any documentation concerning the proposed issuance prior to any share issuances. All determinations (except involving a merger where more shares will be issued equaling more than 20% of the issued and outstanding shares prior to the transaction) involving share issuances are in the discretion and business judgment of the Board of Directors in their exercise of fiduciary responsibility but require a determination by the Board that the shares are being issued for fair and adequate consideration.
In the future event that the Board continues to issue shares for capital, services, or acquisitions, the present management and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company.
It is likely that the Company may acquire other compatible business opportunities through the issuance of Common Stock of the Company. Although the terms of any such transaction cannot be predicted, this could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such issuance. There is no assurance that any future issuance of shares will be approved at a price or value equal to or greater than the price which a prior shareholder has paid, or at a greater than the then current market price. Typically unregistered shares are issued at less than market price due to their illiquidity and restricted nature, and the extended holding period, before they may be sold.
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As of the date of this Proxy Statement, the Company has not identified any company or business opportunity that it intends to acquire. The Company is continuing its current operations, and would only acquire another company or business if it augments or compliments the current operations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE INCREASE OF THE NUMBER OF COMMON SHARES AUTHORIZED.
PROPOSAL #6
AUTHORIZATION TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF PREFERRED SHARES AUTHORIZED FROM ONE MILLION (1,000,000) TO TWENTY FIVE MILLION (25,000,000), IN SUCH CLASSES AND SERIES WITH SUCH RIGHTS, PRIVILEGES AND PREFERENCES AS THE BOARD MAY HEREAFTER DETERMINE
We are asking shareholders to authorize the directors of the Company to increase the number of Preferred Shares from one million (1,000,000) to twenty-five million (25,000,000). This requires an amendment to our Articles of Incorporation. These are known as "blank check" preferred because the Board can set in its discretion the classes, series and rights, privileges and preferences as it may determine in the future.
The Company is seeking to authorize Preferred Stock because in recent years, financing for smaller companies has often required the issuance of a senior class of stock with certain protections and preferences, upon liquidation, dividends, conversion privileges, anti-dilution provisions and other types of preferences and rights which are not found in "common" stock. Preferred stock is also frequently used to finance acquisitions, either by issuance for cash as equity in lieu of debt, or for asset acquisition.
If the additional Preferred Stock is authorized, the Board will have complete discretion to authorize Series and Classes, and to negotiate and set the rights, privileges, and preferences of the classes and series. The discretion is commonly called a "blank check" when discussing Preferred Stock for which the Designations of Rights, Privileges, and Preferences have not been established.
Management will have also the discretion, subject to Board approval of how, when, and for what consideration the Preferred Shares may be issued. The Board can approve significant liquidation, dividend, voting conversion, and redemption rights that are very superior to those of common stock to the serious detriment of common stockholders. If the Preferred Stock authorization is approved, thereafter the common shareholder's will have no other future input or approval over the Preferred Stock issuance, or its rights, privileges, preferences, or its series or classes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE INCREASE OF THE NUMBER OF PREFERRED SHARES AUTHORIZED.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for shareholder action consistent with regulations of the Securities and Exchange Commission. Should a shareholder intend to present a proposal at next year's annual meeting, it must be received by Wesley F. Whiting, the Secretary of the Company, at Aspeon, Inc., 2460 W. 26th Ave., Suite 380-C, Denver, Colorado 80211, not later than 30 days prior to fiscal year end, in order to be included in the Company's proxy statement and form of proxy relating to that meeting. It is anticipated that the next annual meeting will be held in June, 2009.
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Other Matters. Management knows of no business that will be presented for consideration at the Annual Meeting other than as stated in the Notice of Annual Meeting. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented thereby on such matters in accordance with their best judgment.
Dated: March 14, 2008
By order of the Board of Directors,
/s/David J. Cutler
David J. Cutler, President, CEO, CFO and Director
Repost of Chevy's Comments in reply to my question (from the CCWW board):
That's quite the laundry list you have prepared there! And yes, a handful of us now control a sizable portion of the float, so an uptick perspective can have significant ramifications to our wallets.
Obviously, my thoughts are just that, my thoughts, and having the company provide us their own timeline is going to be far more accurate than my own speculation.
However, I will provide my personal perspective as you have requested:
March
Name/symbol Change
Reverse Split
Cable & Co (Market Research & Group) share restructuring
LHC S8 registration
First acquisition closed
Uplist to OTC.BB
April
LifeHealth spin-off (and all associated activities)
All acquisitions announced to date completed
May
1st 10Q filed, showing implications/benefits of acquisitions (representing Q1CY08)
I'm not qualified to project "other events", such as additional acquisitions, as I have no insight into that possibility. I will also not tender a guess on the uplist to AMEX. Instead, I will simply illustrate my personal feelings.....
IMO, the company has done everything it can do to help promote the pps of this play, and meet the qualifications for AMEX. They have the revenues, the equity, the shareholder base, and the net income requirements. The one thing they cannot control is the pps, which is defined by the shareholders, and their perceived valuation of the company.
I have already posted twice previously what I have calculated to be the true value of the stock, post-split. Both of those calculations easily exceeded the $3 pps minimum typically imposed to be listed on AMEX - I believe one of the calculations showed a potential pps in excess of $4, once on AMEX.
The company has indicated they believe the pps must be at least $1 (post-split) in order for them to file a waiver request to uplist to AMEX. That requires a pre-split pps of $0.007, minimum
Now let's look at this from a shareholder perspective, and why I believe that purchases now, below $0.01, are a good investment:
A pre-split pps of $0.004 creates a post-split pps of $0.60. Increasing the pre-split pps to $0.006 creates a post-split pps of $0.90; in both cases, the difference in pps is a 50% rise in price.
However, which post-split pps would be easier to drive to $1? And with access to institutional investors on AMEX who could easily move the pps to the $3 "normal" price min for AMEX, and a post-split float of less than 2.5M shares, is there any reason to believe that once on AMEX, the pps would not continue to rise?
With as clean a play as this is, with the revenues and equity that the acquisitions provide, then shareholders should not be afraid to place orders at the ASK all they way up to a $0.01 pre-split pps. I see limited risk of loss, and tremendous potential to see a 100% gain even at a pre-split pps of $0.01 ($1.50 post-split). And in doing so, we help the company achieve the one requirement they themselves cannot control. I see that as a win-win for everyone associated with this play, both company and shareholder alike.
JMHO
Chevy,
There are a lot of exciting things about to happen with CCWW. The impact of them will be spread out over a period of time. Could you map out for us what might be a reasonable expectation of events over the next year? Obviously, actual timing and the full extent of gains, profits, etc. cannot be exact, but a general sense would be very helpful for those of us dealing with buying, holding, selling decisions.
A few reasons I am asking for this....
1. I, along with a good number of others (yourself included) hold a major chunk of CCWW shares. While there are always ups and downs, and one would love to sell on the peaks and buy in the dips, our attempts to sell at those higher points end up hindering the climb in SP.
2. The last time we had a "peak" (in November), we went to about .0056 -- there is a lot more value here now even than there was then...makes you wonder where it will go to now. And then, with the steady, steady rise we are currently seeing, I am not so sure there will be much of a price pullback.
3. Assume one has 3 million shares; let's say that one could sell a third off at .006 to get their investment back off the table -- that sounds like a good thing. From that point on, the remaining 2 million are "free riding". But, we know that this company is aquiring 2 very profitable operations - once that is complete, the company will have even higher value. So, we can reasonably expect that the share price will quite a bit higher than it is right now or will be prior to the pending news (in relative terms, factoring in the RS). At that point, the person with the 2 million free-riding shares will realize only 67% of the additional growth as compared to the next person who doesn't sell on an earlier peak. So, while selling some to recover the initial investment seems smart, there is a loss of additional value; and then the money that comes out needs to be put somewhere else. In some ways, everywhere else seems to be less sure or safe than right here.
But, so much depends on what this company will do over the next year. That is why a projected possible timeline of events and reasonable expectations would be helpful....for example:
Month...... Reverse Split 150:1
Month...... Life Health shares split off
Month...... Aspen Media and INmarketing acquisitions complete
Month...... 1st 10Q which includes Aspen and InMarketing income
- based on current knowledge, expect Net Profit of $______ in that quarter
Month...... Application to uplist
Month...... Uplisting likely completed
Month...... Other events or expectations
Perhaps projecting something for a particular month is too much to ask, but maybe to suggest it could be by Summer or by Fall would be possible.
In short, we "longs" think we have bought into something pretty special. I am not sure I should sell a chunk of something this special at what might be a quarter or a third of the price it will be in 6-12 months, if there are very solid reasons to expect it to be worth so much more in the not-too-distant future.
NorthLion
Further details from the 8K:
NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Agreement to Retain the Shares .
(a) The Stockholders hereby agree not to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of any of the Shares until twelve (12) months from the effective date of the initial Registration Statement (the “ Lock-Up Period ”).
(b) The foregoing restrictions are expressly agreed to and preclude the Stockholders from engaging in any hedging or other transactions which may lead to or result in a sale of any of the Shares during the Lock-Up Period, even if such Shares would be sold by someone other than a Stockholder.
________________________________
4.7 Use of Proceeds . The net proceeds from this Offering will be used primarily for: (a) expenses related to the Offering and the Registration Statement, (b) the purchase of tour boats to be used at the Company’s tourist destinations, (c) expansion of the Company’s tourism operations, (d) advertisements related to the Company’s tourism operations, and (e) general working capital purposes.
________________________________
5.13 Listing on OTCBB . The Investors understand and acknowledge that the Company is currently listed on the Over-the-Counter Bulletin Board (OTCBB). The Investors agree that the Company, in its sole discretion, may apply to be listed on a national exchange such as the AMEX, NYSE or Nasdaq.
7.9 Chief Financial Officer . The Company will hire and maintain an English-speaking Chief Financial Officer within six (6) months following the final Closing Date. The candidate for Chief Financial Officer will be subject to the approval of the Investors, which approval may not be unreasonably withheld.
________________________________
In Attachment: Make Good Agreement:
B. The Company presented financial projections to the Investors, indicating that the Company will report Earnings Per Share (EPS) of at least (i) $0.084 per share for the fiscal year ending December 31, 2007, as adjusted, based on fully diluted shares outstanding (an aggregate of 99,999,547 shares, including all outstanding common shares, preferred shares, any convertible security, options, and warrants) and (ii) $0.22 per share for the fiscal year ending December 31, 2008, as adjusted, based on fully diluted shares outstanding (an aggregate of 68,084,333 shares, including all outstanding common shares, preferred shares, any convertible security, options, and warrants, excluding the 6,666,667 warrants to be issued in the Offering), and based upon audits conducted in conformity with United States generally accepted accounting principles (“ US GAAP ”).
C. As an inducement to the Investors to enter into the Securities Purchase Agreement, the CYHC Shareholder desires to place the Escrow Shares (as hereinafter defined) into escrow for the benefit of the Investors in the event that the Company fails to satisfy the FY07 Performance Threshold and/or FY08 Performance Threshold (as hereinafter defined).
_____
(d) Performance Threshold for Fiscal 2008 . The Company covenants to the Investors and Investor Agent that Adjusted EPS (as defined below) for the fiscal year ending December 31, 2008 (“ FY08 Adjusted EPS ”) of the Company will be greater than or equal to $0.22 per share, which is equivalent to earnings of $15,000,000 divided by 68,084,333 shares (the “ FY08 Performance Threshold ”). The Company’s earnings shall be as set forth in financial statements of the Company (the “ FY08 Financial Statements ”) for the period ending December 31, 2008 prepared in accordance with the published rules and regulations of US GAAP applied on a consistent basis throughout the periods involved and audited in accordance with the auditing standards of PCAOB by the Company’s Independent Accountant, with such statements fairly presenting in all material respects the financial position of the Company and its subsidiaries, on a consolidated basis, as of the fiscal year ending December 31, 2008 (the “ FY08 ”) and the FY08 Financial Statements shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the purpose of this Section 2(e), “ Adjusted EPS ” means the net income (or loss) of the Company and its subsidiaries for such period, excluding asset sales and other one-time events, determined on a consolidated basis divided by 68,084,333 shares; provided , however , that the Adjusted EPS for such period will be increased by any cash charges related to the Offering and non-cash charges incurred as a result of the Offering (due to non-cash amortization on warrants charged to the Company’s results of operation, if any).
From another 8K filed with Edgar on March 11th:
Item 1.01. Entry into a Material Definitive Agreement
On March 7, 2008, we entered into a definitive Securities Purchase Agreement for the sale of units of securities of the Company aggregating up to a maximum of $14,000,000 (the “Securities Purchase Agreement), attached hereto as Exhibit 4.1. Each unit of securities consist of: one (1) share of Company common stock, $0.001 par value per share (the “Common Stock”); and (ii) a Class A warrant to purchase an additional number of shares equal to 50% of the Common Stock. The purchase price is $1.05 per unit. In connection with the Securities Purchase Agreement, the Company entered into (i) a Registration Rights Agreement, attached hereto as Exhibit 4.2; (ii) a Lock-Up Agreement, attached hereto as Exhibit 4.3; and (iii) a Make Good Agreement, attached hereto as Exhibit 4.4 (together with the Securities Purchase Agreement, these agreements shall be referred to as the “Financing Documents”).
The private placement closed simultaneously with the signing of the Financing Documents and the Company issuing 13,333,334 shares of common stock and warrants to Pope Investments II LLC and the other investors (collectively, the “Investors”). Pursuant to its terms, the warrants can be converted into 6,666,667 shares of common stock at an exercise price of $1.25 per share (the "Warrant"). The Warrants can be exercised beginning on September 6, 2008 and will expire on September 6, 2011. A copy of the Warrant is attached hereto as Exhibit 4.5.
In connection with the private placement and as part of the Financing Documents, we also entered into a Registration Rights Agreement, whereby, we will file a registration statement on Form S-1 (or other applicable Form) within 60 days of the close of this financing.
Additionally, our majority shareholders, Chen Minhua and Fan Yanling, and we entered into a Lock-Up Agreement whereby both Fan Yanling and Chen Minhua agreed not to sell any securities for a period of 12 months after the initial registration statement associated with this financing is declared effective. Lastly, our Chairman and we entered into a Make Good Agreement whereby Chairman Chen Minhua has pledged 13,333,334 shares of his common stock of the Company as security for the Company reaching certain earnings thresholds for the fiscal years ended 2007 and 2008 (the “Make Good Shares”). If the Company meets these thresholds, the Make Good Shares will be released from escrow and returned to Chairman Chen Minhua. Alternatively, if the Company fails to meet the earnings requirements, the Make Good Shares will be released to the Investors as additional compensation.
Item 3.02. Unregistered Sales of Equity Securities
As referenced in Item 1.01, the Company entered into certain Financing Documents with Pope Investments II LLC, an accredited investor, and certain other accredited investors. Pursuant to the Financing Documents, we sold units of securities that consisted of an aggregate of 13,333,334 shares of common stock and warrants exercisable into 6,666,667 shares of common stock for a total purchase price of $14,000,000. The purchase price of one unit was $1.05.
These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’).
Item 7.01. Regulation FD Disclosure
On March 11, 2008, we issued a press release regarding the financing transaction described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
From the 8K filed on Edgar March 6th
Item 3.02. Unregistered Sales of Equity Securities
On February 29, 2008, we issued shares of our common stock to certain individuals and entities listed below pursuant to the terms of the Share Exchange Agreement entered into on November 19, 2007. Specifically, we issued a total of 44,751,046 shares of common stock to certain entities as follows:
Shareholder
Number of Shares
Chairman Chen Minhua
18,525,131 shares
Fan Yanling
18,525,131 shares
Extra Profit International Limited
2,038,442 shares
Luck Glory International Limited
2,038,442 shares
Zhang Xinchen
1,811,950 shares
E-Tech International, Inc.
1,811,950 shares
These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the ‘Act’). These shares of our Common Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a ‘public offering’ as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a ‘public offering.’ Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
Item 5.03. Amendment to Articles of Incorporation
On November 28, 2007, we filed with the Secretary of State for the State of Delaware a Certificate of Amendment to our Certificate of Incorporation changing our name to “China Yida Holding, Co.” (the “Name Change”). The name change was declared effective on the open of business on February 28, 2008.
Item 8.01. Other Events
Effective as of February 28, 2008, the one-for-ten reverse stock split of our issued and outstanding common stock was declared effective (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each ten shares of our issued and outstanding common stock will be reclassified and combined into one share of our common stock. The number of shares of our authorized common stock shall remain at 100 million shares, without any change in par value per common share. Additional information about the reverse stock split is available in our definitive information statement filed with the Securities and Exchange Commission on February 7, 2008.
Pursuant to the Name Change and Reverse Stock Split, effective as of February 28, 2008, our stock trading symbol has changed from IAVA to CYID.
I added a few more the other day at .02 and .021 as well....I'm ready!
solid gains on strong volume.....making me very happy today....