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We shall see. According to jipper's posts from a while back, apparently this is a HUGE deal. We shall see shortly. GLTA!
Basically, Meuse just cleaned it up by listing himself as the sole Director, changing the Registered Agent to Jonathan Shepard and then filing the 15-12G which basically means its being reverse merged into the new company.
Based on the filing, the r/m is pretty much done and we should hopefully see a filing or PR at any moment.
Scroll further down, they've made changes and it shows the updates as of 10/2/2007.
Look at my previous post, I've copied and pasted the info.
Principal Address
360 MAIN ST
WASHINGTON VA 22747
Changed 10/02/2007
Mailing Address
P O BOX 393
WASHINGTON VA 22747
Changed 10/02/2007
Registered Agent Name & Address
SHEPARD, JONATHAN L
5355 TOWN CENTER ROAD #801
BOCA RATON FL 33486 US
Name Changed: 10/02/2007
Address Changed: 10/02/2007
Officer/Director Detail
Name & Address
Title PSTD
MEUSE, JOSEPH J
360 MAIN ST
WASHINGTON VA 22747
The good thing is Jonathan Shepard is very reputable and looks like he's handled a lot of r/ms and looks to have been the registered agent for quite a few r/ms in FL.
I would imagine that Meuse has used him quite a bit in the past. Well, looks like the shell is clean and reverse merged. With the 15-12G filed yesterday, I guess we will know very shortly when the new company emerges.....tomorrow maybe?
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P96000035689&inq_came_...
If the link doesn't work, just do a search for Tidalwave Holdings and you'll be able to view it.
NEW FILING !
Looks like paper doctor may have been right about bartak and lacy babysitting the shell until it was sold. They changed the Registered Agent and removed lacy from the officer/director detail. Looks like they did this the day before the 15-12G filing yesterday. Ok folks, looks like were off and should hear shortly. If you check Jonathan L Shepard on the FL SOS, he's connected with a lot of FL companies. Sounds like he handles a lot of these r/ms. Good stuff!
Principal Address
360 MAIN ST
WASHINGTON VA 22747
Changed 10/02/2007
Mailing Address
P O BOX 393
WASHINGTON VA 22747
Changed 10/02/2007
Registered Agent Name & Address
SHEPARD, JONATHAN L
5355 TOWN CENTER ROAD #801
BOCA RATON FL 33486 US
Name Changed: 10/02/2007
Address Changed: 10/02/2007
Officer/Director Detail
Name & Address
Title PSTD
MEUSE, JOSEPH J
360 MAIN ST
WASHINGTON VA 22747
I don't believe it'll take awhile. Meuse has moved this along pretty quickly. I would imagine we'll get a PR or filing at any moment. Stay tuned.
They are holding this very tightly. Must not have shares. With a PR, this will fly.
paper doctor, did you hear back?
Since the 8K, Form 3, 15-12G, and FL SOS filings have all been done, I would imagine we'll see a PR or filing at any moment.
Based on the latest information, I believe the merger has probably already taken place. I would imagine we'll see a PR or filing shortly.
IMO, It just depends on many factors like how much of the original company they own. If they bought 51-60% it may happen, if its closer to 90% much less of a chance. Also, if they increase the authorized, I think that also bodes well, because they can issue shares to do private placements, financing etc without any reorg.
Meuse owns 88% of the outstanding which is/has been sold to the new company. They control nearly 90%. Can't see why they would wipe themselves out.
Also, Bache and Stirling, the original owners of Tidalwave, are still shareholders in the company. I don't think they'd want to be wiped out either.
Also, confirmed with the TA that as of today there is no pending reorg. This was after the 15-12 filing today.
Based on the current information, I think we're sitting very well.
All just my humble opinion.
Agreed. I think the story gets better and better.
I think what also really bodes well is that Meuse controls 88% of the company which is obviously being sold to the new owners. They will control 88% of the company immediately.
Well, I did own a company several years ago that basically just sat there and became a shell. I basically wrote it off. It just sat at .01 for a long time. Then out of the blue, a company reverse merged into it. And I'm talking literally out of the blue as I didn't watch shells back then. The stock went to from .01 to around .50 that day. Then the next day it hit 1.25 and I sold. Then the next day it went to 3.25. Then the next 5.00. I kid you not.
Don't forget www.shellstockreview.com
The potential return of a Shell Stock can be enormous! Imagine buying a tiny $0.0312 Shell Stock that traded as high $50 six weeks later! A $1000 investment would have been worth $1,600,000 at its high! For more information, see The anatomy of a Shell Stock - SXML. Or how about a Shell Stock that went from $0.10 to $11.20 in two days, and later traded as high as $30. For more information, see Elvis Presley and American Idol merged into SPEA Shell Stock.
I can dream, right?
TDWV is rocking...eod run coming?
Well it looks like we may know this week.
I absolutely agree. I was on the phone immediately when I saw that and found out Meuse was already on top of it and the filing was rejected. This is a very clean shell and potentially huge deal.
The original owners Bache and Stirling have retained shares as part of the deal. So, I'm sure they are interested in protecting their position in the company.
TDWV - That filing was an error and Meuse filed after that. This is solely a Meuse thing. The John Briner filing was rejected. Meuse was very much on top of that immediately.
Richard is connected to the other Beverage Creation in Seattle, WA. I'm not sure if they are connected to the Beverage Creations in MN. Could just happen to have a similar name. But one of them may be the company r/m with TDWV. Well, I guess we will know very shortly. Looks like the deal is done based on today's filing.
Could you elaborate a bit further about who you spoke to? Thanks.
That was an error and that filing was rejected. They changed it back to Tidalwave to clarify. However, they never updated the 8K. It still says they have changed the name to Beverage Creations to reflect the company's new line of business.
I could be wrong, but I believe it has always been Beverage Creations. We'll know soon enough.
I would tend to agree that there's a strong possibility that we will not have a r/s. I believe since Bache and Stirling are still shareholders as part of their agreement, I can't imagine they would want to be wiped out in a r/s. Also, looking for an increase in authorized soon. I believe this would bode well in terms of having shares available to issue for financing, private placements, etc.
We shall see. Hope we get some news this week. This stock is very tightly held. One PR and we would fly.
Whois info for, beveragecreations.net:
Registrant:
BEVERAGE CREATION, LLC
7832 Roosevelt Way NE,
Seattle, Washington 98115
US
Domain name: BEVERAGECREATIONS.NET
Administrative Contact:
Venneri, Richard domain@serverlease.com
7832 Roosevelt Way NE,
Seattle, Washington 98115
US
+1.2062611623 Fax: +1.206-260-7146
Technical Contact:
Venneri, Richard domain@serverlease.com
7832 Roosevelt Way NE,
Seattle, Washington 98115
US
+1.2062611623 Fax: +1.206-260-7146
I think paper doctor has been right all along. Have a look at his previous posts. He seems to be on the money.
Previously posted by paper doctor:
Posted by: paper_doctor
In reply to: None Date:9/28/2007 11:36:08 AM
Post #of 1482
not sure if we had this posted on the board...
welcome to beveragecreations.netwelcome to beveragecreations.net.
www.beveragecreations.net/ - 1k - Cached - Similar pages
This is G o o g l e's cache of http://www.beveragecreations.net/ as retrieved on Sep 24, 2007 05:07:58 GMT.
Whois info for, beveragecreations.net:
Registrant:
BEVERAGE CREATION, LLC
7832 Roosevelt Way NE,
Seattle, Washington 98115
US
Domain name: BEVERAGECREATIONS.NET
Administrative Contact:
Venneri, Richard domain@serverlease.com
7832 Roosevelt Way NE,
Seattle, Washington 98115
US
+1.2062611623 Fax: +1.206-260-7146
Technical Contact:
Venneri, Richard domain@serverlease.com
7832 Roosevelt Way NE,
Seattle, Washington 98115
US
+1.2062611623 Fax: +1.206-260-7146
Registration Service Provider:
CEBTT Inc., domain@serverlease.com
509-753-6801
http://www.serverlease.com/
Registrar of Record: TUCOWS, INC.
Record last updated on 22-Jan-2007.
Record expires on 26-Oct-2011.
Record created on 26-Oct-2006.
Domain servers in listed order:
NS1.SERVERLEASE.COM
NS2.SERVERLEASE.COM
Could this be the company we may r/m with?
http://www.calsonindustries.com/
I believe Richard Venneri is connected to beveragecreations.net. If you do a search of him, he is connected with the above company who are in the beverage business.
Not sure, but you may want to reserach it more.
Yes, I saw that. They've been having a great run thus far. All we need is a filing naming the new company and I think we'll fly. Could come at any moment. That's the beauty and curse of these things. You never know when its coming, but when it does you gotta be positioned well.
I think we're on the same page
From the 8K, it looks like Meuse actually purchased 40.5 million shares (preferred and common combined) from Bache and Stirling on June 7th, 2007 according to the agreement below. He could've been buying on the open market from (or even before) June til the Form 3 filing on September 18 to get his holdings up to 70 million common shares.
From the 8K:
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
THIS COMMON STOCK PURCHASE AGREEMENT, (Agreement) made this 7th day of June, 2007, by and among L Edward Bache, and J.R. Stiring, individuals, ("SELLERS") and controlling shareholders of Tidalwave Holding, Inc., a dissolved Florida corporation publicly trading with symbol ("TDVVV"), and Belmont Partners, LLC, a Virginia corporation located at 360 Main Street, PC Box 393, Washington, Virginia 22747 ("BUYER")
WHEREAS, SELLERS desire to sell 16,014,840 shares of voting common stock of Tidalwave Holdings, Inc., to BUYER out of a total outstanding of 55,049,264 common shares; and;
WHEREAS, SELLERS desires to sell 24,511,920 shares of preferred stock of Tidalwave Holdings, Inc., to BUYER out of a total outstanding of 24,511,920preferred shares; and;
WHEREAS, BUYER desires to purchase 16,014,840 common shares and 24,511,920 preferred shares, said shares; and
WHEREAS, combined the 16,014,840 common shares and the 24,511,920 convertible preferred shares represent greater than 60% of the common stock outstanding in Tidalwave Holdings, Inc.;
NOW THEREFORE;
In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERE TO AGREE AS FOLLOWS:
ARTICLE I
SALE OF SECURITIES
1.01 Subject to the terms and conditions of this Agreement, SELLERS agree to sell, and BUYER agrees to purchase, an aggregate of 16,014,840 Common shares of the stock ("Shares") and an aggregate of 24,511,920 Preferred shares of TDWV for a total of $75,000.00 ("Purchase Price"). This is a private transaction between BUYER and SELLERS (or assigns.)
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SELLERS, as the selling shareholders, hereby represent and warrant to BUYER the following:
2.01 Organization. Tidalwave Holdings, inc., Is a corporation duly organized, inactive, yet capable of being in good standing under the laws of Florida, has all necessary corporate powers to own properties and carry on a business, and is capable of being duly qualified to do business and is also capable of being in good standing in Florida.
2.02 Capital_ The authorized capital stock of Tidalwave Holdings, Inc. consists of 100,000,000 shares of common stock, $.001 par value, of which 55,049,264 shares are issued and outstanding, and 25,000,000 shares of Preferred Stock, $.001 par value, of which 24,511,920 are issued and outstanding.
All outstanding shares are fully paid and non-assessable, free of liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement. At closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Tidalwave Holdings. Inc., to issue or to transfer from treasury any additional shares of its capital stock. There are approximately 305 bona fide shareholders of Tidalwave Holdings, Inc. All of such shareholders have valid title to such shares and acquired their shares in a lawful transaction.
2.03 Liabilities. To the best of the SELLERS knowledge, SELLERS are aware of one pending filed judgment for less than thirty thousand dollars, being sought by the former corporate counsel of Tidalwave Holdings, Inc., the SELLERS are not aware of any pending, threatened or asserted claims, lawsuits or contingencies involving Tidalwave Holdings, Inc., or its common stock or preferred stock.
2.04 Ability to Carry Out Obligations, The Shareholders have the right, power, and authority to enter into, and perform their obligations under this Agreement The execution and delivery of this Agreement by the Shareholders and the performance by the Shareholders of their obligations hereunder will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, Instrument, articles of incorporation, bylaw, or other agreement or Instrument to which Tidalwave Holdings, Inc., the Officers, Directors or Shareholders are a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto be required.
2.05 Full Disclosure. None of representations and warranties made by, in any certificate or memorandum provided, or to. be provided by the SELLERS or BUYER, or on their behalf, contains or will contain any untrue statement of a material fact, or omit any material fact the omission of which would be misleading.
2.06 Contracts and Leases and Assets. Tidalwave Holdings, Inc. is not a party to any contract, agreement or lease. No person holds a power of attorney from Tidalwave Holdings, Inc., or SELLERS, at closing. Tidalwave Holdings. Inc., will have no assets or liabilities at closing.
2.07 Compliance with Laws. Tidalwave Holdings, Inc., has complied with, and is not in violation of any federal, state, or local statute, law, and/or regulation pertaining to Tidalwave Holdings, Inc_
2.08 Conduct of Business. Prior to the closing, Tidalwave Holdings, Inc., shall conduct its business in the normal course, and shall not (t) sell, pledge, or assign any assets (ii) amend its Articles of Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other securities, (iv) Incur any liabilities, (v) acquire or dispose of any assets, enter into any contract, guarantee obligations of any third party, or (vi) enter into arty other transaction.
2.09 Corporate Documents. Each of the following documents, which are true, complete and correct in all material respects, if available, will be submitted at closing:
(I) Articles of Incorporation and Bylaws;
(ii) Minutes of Shareholders Meetings and Minutes of Board of Directors Meetings; more counterparts. each shall be deemed an original, but all of which together shall constitute one and the same instrument Facsimile signatures will be acceptable to all parties.
7.05 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.
7.06 Effect of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any Instrument, certificate, opinion, or other writing provided for in It, shall be true and correct as of the closing and shall survive the closing of this Agreement.
7.07 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.
IN WITNESS WHEREOF, THIS AGREEMENT has been duly executed by the parties hereto as of the date first above written.
SELLER: J.R. Stirling
BUYER: BELMONT PARTNERS, LLC
By: J.R. Stirling
By: Joseph Meuse
/s/ J.R. Stirling
/s/ Joseph Meuse
Date: August 2, 2007
August 2, 2007
SELLER: L. Edward Bache
BY: L. Edward Bache
/s/ J.R. Stirling POA
Date: August 2, 2007
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001352392%2D07%2D000088%2Etxt&FilePath...
Do you believe that they are still reverse merging with Beverage Creations?
Thanks for the info. I guess I'm still a little confused. Are you saying that Dr. Claus was a director of tdwv or are you talking about another company?
Boy, they are certainly going out of their way to keep this under wraps. Could the deal be that huge??
I remember jipper's posts last month and apparently he got too close to uncovering info.
What is your take on all this?
You sound like you might know something :)
I tend to agree with you.
Although, they seem to have kept Lacy as the President. Not sure if he's just there to babysit the shell or not. But with the filing as Hollund as an error, I think the real play could still be Beverage Creations with Wieden, etc.
They did change the name to Beverage Creations with the SEC 8k filing and that has not changed.
My assumption is that after the hollund name change error they just changed it back to Tidalwave until the deal is announced with Beverage Creations or whomever the company will be. I think there has been so much speculation and assumptions and calls, etc that they want to keep it under wraps until a PR is released. We just started putting the puzzle together and I don't think they were ready for any of us to know any information yet. JMHO.
So you're the guy taking out the 2s :) Between all of us on the board, we've probably bought up the float :)
A PR will make this fly imo.
With a good r/m PR, I think we could go a lot higher than that. JMHO. GLTA!
I agree. Looking for an announcement shortly as well. JMHO.
Have a look here. Apparently 'jipper' got a little too close. Have a look at his posts below:
Posted by: jipper
In reply to: None Date:8/20/2007 11:47:29 AM
Post #64 of 1411
Hey guys, congratulations to us all, just talked with the attorney from Beverage Creations, and he said that he couldn't offer any insider information, but insisted that I take his phone number. And wait for an announcement if any.
IMO
-----------------------------------------------------------
Posted by: jipper
In reply to: bnjmn who wrote msg# 412 Date:8/21/2007 11:43:35 AM
Post #414 of 1411
I was called from someone higher up and left an anonymous message, the number came up private, the message said to leave this stock alone and that I was going to blow this deal (think he thought I was buying all the shares) then he said this deal is HUGE, leave it alone.
take it for what it's worth, I was talking first to someone in the advisory committee before the attorney called me, hope I dont have inside info as all my due diligence was done online over the last couple weeks.
good luck to all.
--------------------------------------------------------
Posted by: jipper
In reply to: Reddog65 who wrote msg# 420 Date:8/21/2007 11:46:15 AM
Post #423 of 1411
I am not sure but it might have been meuse, he was stern and pissed. and it was after I talked to thier attorney, how else could they get my cell number, call 411 for jipper ???????
-----------------------------------------------------------
Posted by: jipper
In reply to: eye_ater who wrote msg# 426 Date:8/21/2007 11:51:47 AM
Post #433 of 1411
I had called the office of beverage creations, and not sure how to take it, but I do feel I might of crossed the line and maybe should have contacted meuse before sharing my information.
-jip-