will put Jerry Woods in jail, **Liers are thieves
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This co. going privet without paying you for your shares, we all gave QBIT an interest free loan that they don't have to pay back.
Are you speaking of a stock offering ??
do you have any word from someone ??
Would like to know more!
Black Dragon Resource
Corporate Headquarters
1714 Forkview Rd.
Austin,TX. 78704
PH 512-442-4151
BDGR -- Black Dragon Resource Companies, Inc.
Com ($0.001)
Search for Dun & Bradstreet reports on this company.
Address:
P.O. Box 458
Oil City, LA 71061
USA
Website: http://www.black-dragonoil.com/
Phone: 318-995-0404
Business Description:
The Company produces oil and gas from wells in which it owns working interests in Louisiana and Texas. These hydrocarbons are sold at the tank batteries to independent local gatherers at the posted spot price.
Primary State of Incorporation: Delaware
Country of Incorporation: USA
Year of Incorporation 1999
Officers:
Ronnie Allen, Dir.; Monte Anderson, Dir.; Mario Lanza, Dir.; Richard Michael, President; Thomas Neeley, Secretary
Fiscal Year End: December 31
Edgar Filing Status: Non EDGAR Filer
Sedar Filing Status: Non SEDAR Filer
Outstanding Shares: 68,656,647 as of 2006-12-31
Estimated Market Cap: Not Available
Authorized Shares: 110,000,000 as of 2007-01-16
Float: 47,380,365 as of 2006-12-31
Number of Shareholders of Record: 400 as of 2006-12-31
Current Capital Change:
shs decreased by 1 for 500 split
Ex-Date:
Record Date:
Pay Date: 2005-01-05
Dividends:
Company Notes:
Formerly=VitaWarehouse.com, Inc. until 8-01
Formerly=Texas Diversified Distributors, Inc. until 3-04
Formerly=Black Dragon Resources, Inc. until 1-05
Class Notes:
Capital Change=shs decreased by 1 for 5 split. Effective date=8-20-01
Transfer Agent:
First American Stock Transfer, Phoenix, AZ 85022-6642
The information provided here has been obtained from publicly available sources as well as directly from issuers in some cases.
BDGR -- Black Dragon Resource Companies, Inc.
Com ($0.001)
Primary Venue: Pink Sheets
REAL-TIME PINK SHEETS INSIDE QUOTE AND LEVEL II MONTAGE
PiggyBack Qualified
Real time as of Tue May 29 14:23:19 EDT 2007 ; click "Refresh" for current price. Best Bid: 0.10 (5000 shares) Best Ask: 0.11 (5000 shares)
MMID Bid Price Shares Date/Time
BISH 0.10 5000 13:47
SBSH 0.10 5000 14:10
NITE 0.10 5000 14:23
FRAN 0.08 5000 09:18
UBSS 0.08 5000 11:21
DOMS 0.07 5000 05/24
HDSN 0.07 5000 05/25
JEFF 0.06 5000 05/23
ABLE 0.06 5000 05/23
HILL 0.06 5000 05/24
GNLN 0.06 5000 09:30
ETRD 0.06 5000 13:58
BKRT 0.05 5000 05/22
VFIN 0.05 5000 05/23
BMIC 0.05 5000 05/23
MAXM 0.05 5000 05/24
SALI 0.05 5000 05/25
SSGI 0.028 5000 05/24
RBCM 0.01 5000 03/19
VERT 0.01 5000 04/23
MURF U 11/09
BMAS U 02/20
GLBTu U 02/27
AUTO U 08:30
MMID Ask Price Shares Date/Time
UBSS 0.11 5000 11:21
ETRD 0.11 5000 13:58
NITE 0.11 5000 14:23
BISH 0.115 5000 13:47
SBSH 0.125 5000 14:10
JEFF 0.13 5000 05/23
FRAN 0.13 5000 09:18
HDSN 0.14 5000 05/25
SALI 0.15 5000 05/25
GNLN 0.15 5000 09:30
DOMS 0.18 5000 05/24
VERT 0.20 5000 04/23
HILL 0.24 5000 05/24
GLBTu 0.29 5000 02/27
BKRT 0.34 5000 05/22
SSGI 0.735 2500 05/24
VFIN 1.01 500 05/23
BMIC 1.01 500 05/23
ABLE 1.01 500 05/23
MAXM 1.01 500 05/24
RBCM 2.00 500 03/19
MURF U 11/09
BMAS U 02/20
AUTO U 08:30
PINK - inside quotes
GREY - closed quotes
U - unpriced quotes
The quotes displayed here are published by market makers on
the Pink Sheets' electronic inter-dealer quotation and trading system for OTC securities.
Please see Terms of Service and Risk Warning for more information.
TRADE DATA Last Sale: 0.105
Change: -0.020
Percent Change: -16.00
Daily High: 0.125 Daily Low: 0.105
Opening Price: 0.125 Volume: 159,950
Annual High: 1.66
Annual Low: 0.085
Dividend: 0.00 Earnings/Share: N/A
Previous Close: 0.125 P/E ratio: N/A
Yield: 0.00
Beta
OF INTREST:
Petrol Industries, Inc. engages in the acquisition, exploration, development, production and sale of oil, gas, and natural gas liquids primarily in the United States. It primarily operates in the Caddo Pine Island Field and the Shreveport Field located in Caddo Parish, Louisiana. As of December 31, 2004, the company had proved developed reserves of approximately 7,857 barrels of oil. Petrol Industries was formed in 1968 and is based in Shreveport, Louisiana.
Phone
318-424-6396
FAX
949-623-8305
Contact
Arlys C Milan VP/DIR
For the nine months ended 30 September 2005, Petrol Industries, Inc's revenues increased 64% to $1M. Net income decreased 28% to $58K. Revenues reflect increased other operating income. Net income was offset by increased general and administrative expenses due to increased legal & audit costs for the private placement & compliance issues, an increase in lease operating expenses and the presence of $210K bonus expenses.
LUE TAKE NOTE:
This is the Certification for PETROL Joe other Company.
CERTIFICATION
I, Arlys C. Milan, certify that:
1. I have reviewed this annual report on Form 10-KSB of Petrol
Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for the periods presented in this report;
4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a_15(e) and 15d-15(e)) and
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of small business issuer's board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
S/Arlys C. Milan
Date: March 31, 2005 ____________________________
Arlys C. Milan
Vice President & Secretary
.
A Banker tough me a valuable lessons years ago.
The lesson is THAT A LEPORD NEVER CHANGES HIS SPOTS, that was
a $250 000 lesson and it looks like its happening again to all
of BDGR stockholders.
The question of the day is where the AUDIT Joe ???
LUE can you be of assistantance?
If your bucket is leaking it will continue to leak until you or some body will FIX IT.
Are there any minors out there ?
What about the permit ,who do you talk to? Why has it not been issued?
What kind of problems are they having?
is this clam viable ? or is it a dead issue?
No more double talk , what is going on?
My advise is for you guys to quit beating each other up and
go after the info on the company before it goes under .
straighten Lanza out and get that AUDIT done before all the stockholders sell out.
Lue tell us that you talked to Lanza about the AUDIT and what
did he say and when will it be finished also what happen to
05 and 06 release
As you know freedom of the press can wright and slant views .
Answer this, if you are a stockholder in a company do you want your identity known to every one?? Not in Nevada.
if you owned a corporation, wood it be nice to be domiciled in a state that did not have a state income Tax or a corporate Tax??
You will still pay fees, license and business license plus
any federal obligations.
A public company still faces Blue sky and all SEC Regs.
For your info the Officers / Directors and the Registered Agent are reported to the state of Nevada every Year with a fee to the secretary of State office.
You don't know what you are talking about.
Do you want to try again ??
Even more so I need to see a audit ASAP; before I go to the SEC. If necessary we can join together in a class action. Also, it seems that more shenanigans have been going on for a long time. My broker tells me that I am down by more than 80% in BDGR, shame on me. To many lies and deceit, promises and double meanings. I want to see an audit now. JOE LANZA what would you do if you were in my seat? You could prevent this action by simply producing audited financials with notes. My decision to respond depends on your actions and/or lack thereof.
Lou, if you are my stockholders representative, please take this message to the head of the company.
Thank you.
eMail from Clayton
"Clayton Smith" <clayton@novakcapital.com> Add to Address Book Add Mobile Alert
To: XXXXXXXXXXXXXX.com
Subject: DKGR
Date: Wed, 23 May 2007 14:25:21 -0700
Dear XXXXXX,
We are very pleased to have received your email, as our investors are very important to us. I want you to know that I have not backed out of my plans for Drake Gold and intend to further this company on a best efforts basis. I will stay in touch so you can see first hand that this company is moving forward. A quick look at TNOG and VMHIF; companies my firm is actively working with, will show you that we have the ability to move the market back up and truly develop this company. Thanks in advance for your support.
Clayton
Clayton Smith
phone: 1-310-728-6995
email: Clayton@NovakCapital.com
Symbol: Symbol: BDGR
L2 Summary
Bid Level #MM's Size Ask Level #MM's Size
0.1100 1 5000 0.1150 4 20000
0.1050 3 15000 0.1300 2 10000
0.1000 1 5000 0.1500 2 10000
0.0900 1 5000 0.1800 1 5000
L2 Quote:
MM on Bid : 21
MM on Ask : 22
MM ID Bid Size Time
BISH 0.1100 5000 09:45:30
NITE 0.1050 5000 09:45:10
UBSS 0.1050 5000 09:30:17
ETRD 0.1050 5000 09:22:37
SBSH 0.1000 5000 10:01:07
FRAN 0.0900 5000 07:06:07
HDSN 0.0700 5000 09:59:56
DOMS 0.0700 5000 07:05:54
JEFF 0.0600 5000 06:54:20
HILL 0.0600 5000 07:11:13
GNLN 0.0600 5000 07:06:58
ABLE 0.0600 5000 06:59:03
SALI 0.0500 5000 06:55:33
MM ID Ask Size Time
INTL 0.0000 500 15:17:40
NITE 0.1150 5000 09:45:10
UBSS 0.1150 5000 09:30:17
SBSH 0.1150 5000 10:01:07
HDSN 0.1150 5000 09:59:56
FRAN 0.1300 5000 07:06:07
JEFF 0.1300 5000 06:54:20
ETRD 0.1500 5000 09:22:37
SALI 0.1500 5000 06:55:33
DOMS 0.1800 5000 07:05:54
VERT 0.2000 5000 07:01:26
HILL 0.2400 5000 07:11:13
GLBT 0.2900 5000 07:06:14
Has BDGR ever produce an AUDIT ? if Lanza cant produce an
Audit, then maybe we could start with an asset audit
something the IRS is good at.
Is it possible that LANZA is dumping this Co. like OMOG or
dumping stockholders he cant control. He doesn't want to get caught
with an AUDIT, as you see mum is the word.
so far all of the sellers are getting .0001 or less
AND I wanted to bitch about all of my other stocks not
communicating at least once a month!
You had a lot to say and a lot of good points.
To stay on point the AUDIT DONE CORRECTLY will give us a clear
picture of this company's health and management ability to control.
Is Joe Lanza so weak as a CEO that he cant get this company
in gear to make a profit and prove it by showing us an audit?
Will it matter if a CEO a can pump lots of oil if he cant control cost ,create an income for the company.
Remember the Stockholders own this company!
I want to see an AUDIT with all the side notes,
that will tell me more about the health of the company
than the production numbers and give me something to hing my hat on !
A lot Of good points .
Are the Bs in place Now, can we count on more volume, and
higher prices ?
Level 2 Buys & Sales offered
http://66.201.236.134/export/level2.jsp?symbol=ccop
Yes he let slip a name see 1st post.
The IR said he ask AURC not to put that blurb out, But said they
will be putting out news next week.
Can anybody find any thing about CARTEX CORP ? (don't know if spelling is correct) Who are they?
What do they have to do with AURC ??? Are they the buyer ???
Good luck.
My only hope is that enough shares will be put into B shares,
so there will be less Common shares, creating a shortage
driving price up.
I believe that there should have been a shareholder vote ,
and they may have triggered Legal problems.
My problem is that CCOP cant control the antenna but has
assembled the content and you have a possibility of loosing
your customer to another provider of content!
CCOP don't have an exclusive on Way Links, maybe you can work
on that!
I like the numbers that CCOP offers and the possibilities it
acquiring other ISP/Phone/Cable Companies and what CCOP can
offer them in synergis!
This is three year for me in CCOP and I am glad things are
moving forward with M/A and new customers.
For those that have an online acct. the will allow you use
streaming quotes on your computer and you can see what the
Bid & ASK SUCH AS number of buys and how much / $.
Ref. post # 302
IF you have anything constructive ,then I will be glad to listen. I don't like the idea of you BATING me or any body .
I am hear to listen ,learn and contribute , I don't have time to chit chat.
Now ask Lanza, where the AUDIT is.
NUF:
Buyers on level 2 broker screen !
I for one think you are out of line. Does it really matter
what "Locals" agenda is? I am a substantial owner of this stock and I am grateful for the knowledge he has put forth!
Most everything I have seen has been constructive and informative and to the point. Instead of a spitting contest let us find out about the AUDIT and other indiscriminent acts by management that is causing this company to go down the drain! Thanks for listening.
NUF:
I see several Buyers at or about $0.05 so these sellers
can byte the bullet and move on in stead holding the rest of the holders hostage by keeping the price down.
On stocks lick ccop has a lot of risk and liquidity is one.
I also have been caught with a market at the price you want
to get.
Also as per your analogy, an apple can spoil the whole bushel.
Good luck.
NEWS*** SEC FILING ***10KSB/A***
Form 10KSB/A for COMPETITIVE COMPANIES INC
--------------------------------------------------------------------------------
10-May-2007
Annual Report
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULT OF OPERATIONS.
CURRENT OPERATIONS
CCI, Competitive Communications and CCI Residential Services (collectively referred to as the "Company") provide telephone, cable television, long distance/inter - exchange, and dial up and high-speed Internet connections and e-mail services, mainly to customers who live in multi-tenant residential buildings. The Company's operations are located in Riverside, California and substantially all of its customers are California residents.
On May 5, 2005, the Company merged with CA Networks, Inc. ("CAN"), which was a development stage enterprise in the process of developing a business model in the same industry as CCI. CAN was formed under the laws of the state of Wyoming on January 14, 2004. The combined companies maintained the name of CCI.
We provide telecommunications services primarily to residents of apartment complexes, and other users, including business and residential, in primary and secondary metropolitan areas in California, Alabama, and Mississippi. We offer a set of telecommunications products and services including local telephone services, domestic and international long distance services and enhanced voice, data and internet services. We generally price our services at a discount of 5% to 10% below the prices charged by traditional local phone companies. As of the date of this filing, we are operational in 10 apartment complexes in California, Mississippi, and Alabama and use 8 of our own telephone switches.
--------------------------------------------------------------------------------
OVERVIEW AND OUTLOOK
Recent developments in our industry, such as court decisions concerning access fees, increase use of cell phones by apartment dwellers and the like, have caused us to reevaluate our business plan. We have decided to focus on improving our VoIP (Voice over Internet Protocol) services by moving up our testing to the end of the first quarter of 2006. We began the launch of the VoIP to existing customers in the on May 1, 2006 at a complex in San Ramon, California. We further plan to convert all existing customers and new customers to VoIP by December 1, 2006. Once we have performed the testing and our installation is complete, we believe we will be able to offer more competitive prices for our services. Also we plan to bundle our services of DSL and cable television, which should increase our margins associated with these services.
Results of Operations for the Years Ended December 31, 2005 and 2004.
The following table is a summary of our operations for the year ended December
31, 2005 as compared to the year ended December 31, 2004.
For the Years Ended December 31, Increase / (Decrease)
2005 2004 $ %
Revenues $ 773,230 $ - $ 773,230 -%
Cost of sales 686,194 - 686,194 -%
Gross Profit 87,036 - 87,036 -%
Expenses
General and Administrative 396,147 223,896 172,251 77%
Salaries and Wages 245,619 - 245,619 -
Consulting Fees 376,402 - 376,402 -
Depreciation 40,740 428 40,312 942%
Bad Debt 34,824 - 34,824 -
Impairment of goodwill 778,000 - 778,000 -
Impairment of Operating Assets 44,376 - 44,376 -
Total operating expenses 1,916,108 224,324 1,691,784 754%
Net operating income (loss) (1,829,072) (224,324) (1,604,748) -
Net (Loss) $ (1,996,556) $ (224,324) $ 1,772,232 790%
--------------------------------------------------------------------------------
Revenues:
Revenues for the years ended December 31, 2005 were $773,230 compared to $-0- in the year ended December 31, 2004. This resulting increase in revenues was attributed to our acquisition of Competitive Companies, Inc.
Cost of sales:
Cost of sales for the year ended December 31, 2005 was $686,194 compared to $-0- for the year ended December 31, 2004. Our acquisition of an operational company has resulted in additional costs not previously incurred as a development stage company.
Gross profit
Gross profit for the year ended December 31, 2005 was $87,036, an increase of $87,036 as compared to $-0- for the year ended December 31, 2004. Gross profit as a percentage of revenue for the years ended December 31, 2005 was 11%. We anticipate a similar gross profit margin on a go-forward basis with the acquisition and commencement of operations.
General and Administrative expenses:
General and administrative expenses were $396,147 for the year ended December 31, 2005 versus $223,896 for the year ended December 31, 2004, which resulted in an increase of $172,251 or 77%. As a development stage company our general and administrative expenses were limited to those required for development towards an operational enterprise. With the acquisition occurring in during the year ended December 31, 2005, our general and administrative expenses have increased due to the additional location and operations.
Net Operating Income (Loss):
Net operating loss for the year ended December 31, 2005 was $1,829,072 as compared to a net operating income of $224,324 for the fiscal 2004. This increase of $1,604,748 from 2004 was a result of additional operational expenses incurred due to the business acquisition completed in 2005 as well as the impairment of current operating assets.
Net Income (Loss):
The net loss for the year ended December 31, 2005 was $1,966,556 versus a net loss of $224,324 for the year ended December 31, 2004, a change in net loss of $1,772,232.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes total assets, accumulated deficit, stockholders' equity and working capital at December 31, 2005.
--------------------------------------------------------------------------------
December 31, 2005
Current Assets $ 120,906
Current Liabilities $ 663,654
Accumulated (Deficit) $ (2,152,812)
Stockholders' (Deficit) $ (366,727)
Working Capital (Deficit) $ (542,748)
We have incurred losses since inception and may incur future losses. We are in default on our major debt obligations. Our current financial condition raises substantial doubt about our ability to continue as a going concern.
In addition, we are in default on a $207,450 note payable to GST due April 28, 2004. The note is secured by the telecommunications equipment purchased with the proceeds from the note. GST has filed for bankruptcy and is winding up its business affairs and a new creditor has not been assigned.
We are also in default on a note payable to Frontier Communications Services, Inc., bearing interest at 10% and requiring monthly principal and interest payments of $3,000. Frontier is currently in bankruptcy and the new creditor has not yet been assigned. This note was originally due on March 15, 2003, however due to the aforementioned, the required monthly payments have not been made since December 31, 2002. The note is secured by the telecommunications equipment purchased with the proceeds from the note. We also have debt of $34,130 to a related party.
Going Concern
The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate our continuance as a going concern. Our ability to continue as a going concern is dependent on our ability to raise funds to finance ongoing operations and repay debt; however we may not be able to raise sufficient funds to do so. Our independent auditors have raised substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition has led us to revise our business plan.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
--------------------------------------------------------------------------------
Application of Critical Accounting Policies and Pronouncements
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:
Recent Issued Accounting Pronouncements
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS No. 154") which supersedes APB Opinion No. 20, "Accounting Changes" and SFAS No. 3 "Reporting Accounting Changes in Interim Financial Statements". SFAS No. 154 changes the requirements for accounting for and reporting of changes in accounting principle. The statement requires the retroactive application to prior periods' financial statements of changes in accounting principles, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. SFAS No. 154 does not change the guidance for reporting the correction of an error in previously issued financial statements or the change in an accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe SFAS No. 154 will have an immediate significant impact on its financial position or results of operations.
FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION
RISKS RELATING WITH OUR BUSINESS AND MARKETPLACE
We have incurred losses since inception and may incur future losses. In addition, we are in default on major debt obligations and our poor financial condition raises substantial doubt about our ability to continue as a going concern.
Our net operating losses for the year ended December 31, 2005 totaled $1,829,072. We have never operated at a profit. As of December 31, 2005, we had a stockholders' deficit of $366,727 and only had $5,279 in cash available to finance our operations and a working capital deficit of $542,748.
In addition, we are in default on a $207,450 note payable to GST due April 28, 2004. The note is secured by the telecommunications equipment purchased with the proceeds from the note. We are also in default on a note payable to Frontier Communications Services, Inc., bearing interest at 10% and requiring monthly principal and interest payments of $3,000. Frontier is currently in bankruptcy and the new creditor has not yet been assigned. This note was originally
--------------------------------------------------------------------------------
due on March 15, 2003, however due to the aforementioned, the required monthly payments have not been made since December 31, 2002. The note is secured by the telecommunications equipment purchased with the proceeds from the note.
Our ability to continue as a going concern is dependent on our ability to raise funds to finance ongoing operations and repay debt; however we may not be able to raise sufficient funds to do so. Our independent auditors have indicated that there is substantial doubt about our ability to continue as a going concern over the next twelve months. Because of these factors, an investor cannot determine if and when we will become profitable and therefore runs the risk of losing their investment.
We have incurred substantial losses and expect to continue to incur losses for the foreseeable future.
For the last two fiscal years ended December 31, 2005 and 2004, we sustained net losses of $1,966,556 and $34,981, respectively. Capital requirements have been and will continue to be significant, and our cash requirements have exceeded cash flow from operations since inception. We are in need of additional capital to continue our operations and have been dependent on the proceeds of private placements of securities to satisfy working capital requirements. We will continue to be dependent upon the proceeds of future offerings or public offerings to fund development of products, short-term working capital requirements, marketing activities and to continue implementing the current business strategy. There can be no assurance that we will be able to raise the necessary capital to continue operations.
If we are unable to obtain additional funding, our business operations will be harmed and if we do obtain additional financing our then existing stockholders may suffer substantial dilution.
We will require additional funds to expand our operations. We anticipate that we will require up to approximately $750,000 to fund our continued operations for the next twelve months, depending on revenue from operations. Additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing stockholders.
Without realization of additional capital, it would be unlikely for us to continue as a going concern.
As a result of our deficiency in working capital at December 31, 2005 and other factors, our auditors have included an explanatory paragraph in their audit report regarding substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments as a result of this uncertainty. The going concern qualification may adversely impact our ability to raise the capital necessary for the continuation of operations.
--------------------------------------------------------------------------------
We may not be able to provide our products and services if we do not connect or continue to connect with the traditional carriers, our primary competitors.
As a competitive carrier, we must coordinate with traditional carriers so that we can provide local service to customers on a timely and competitive basis. The Telecommunications Act created incentives for regional Bell operating companies to cooperate with competitive carriers and permit access to their facilities by denying such companies the ability to provide in-region long distance services until they have satisfied statutory conditions designed to open their local markets to competition. The regional Bell operating companies in our markets are not yet permitted by the FCC to offer long distance services. These companies may not be accommodating once they are permitted to offer long distance service. Currently Verizon is permitted to offer both local and long distance service in some our mutual service areas, but we have not yet noticed any impact on our markets.
Many competitive carriers, including us, have experienced difficulties in working with traditional carriers with respect to initiating, connecting, and implementing the systems used by these competitive carriers to order and receive network elements and wholesale services and locating equipment in the offices of the traditional carriers.
If we cannot obtain the cooperation of a regional Bell operating company in a region, whether or not we have been authorized to offer long distance service, our ability to offer local services in such region on a timely and cost-effective basis will be harmed.
Competition from companies with already established marketing links and brand recognition to our potential customers may adversely affect our ability to introduce and market our products.
The telecommunications industry is highly competitive. Many of our current and potential competitors have financial, personnel and other resources, including brand name recognition, substantially greater than ours, as well as other competitive advantages over us. Certain competitors may be able to secure product from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, and adopt more aggressive pricing than we will. There can be no assurance we will be able to compete successfully against these competitors, which ultimately may have a materially adverse effect on our business, results of operations, financial condition and potential products in the future.
Because our principal competitors are also our suppliers, our revenues may be reduced.
In each of the markets we target, we will compete principally with the traditional local phone companies serving that area, such as SBC, BellSouth or Southwestern Bell. We must purchase the telecommunications services we offer from these or similar carriers. Our suppliers could charge less than we do which could reduce our revenues.
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RISKS FACTORS RELATING TO OUR COMMON STOCK
Our common stock could be deemed a low-priced "Penny" stock which could make it cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affecting the price of our stock.
In the event we are accepted for trading in the over-the-counter market, trading of our common stock may be subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the "Penny Stock Rules" as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading will be subject to additional sales practice requirements on broker-dealers. These require a broker-dealer to:
• Deliver to the customer, and obtain a written receipt for, a disclosure document;
• Disclose certain price information about the stock;
• Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
• Send monthly statements to customers with market and price information about the penny stock; and
• In some circumstances, approve the purchaser's account under certain standards and deliver written statements to the customer with information specified in the rules.
Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, NASD has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. Currently, this annual report will be considered late and our securities have been removed from the OTC Bulletin Board as we were unable to meet the filing grace period as defined under Rule 12b-25. Therefore, we must not have two more late filings or have our securities removed from the OTC Bulletin Board one more time within the next two years or we will be in jeopardy of being dequoted from the OTC Bulletin Board. As a result, the market
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liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Stocks traded on the bulletin board are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts; our stockholders may have greater difficulty in selling their shares when they want and for the price they want.
Investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the over-the-counter bulletin board rather than on Nasdaq. Investors' orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively on the OTC:BB as with Nasdaq-listed securities.
Investors must contact a broker dealer to trade bulletin board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.
Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders
- an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and execution of the order.
Furthermore, because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for Nasdaq-listed securities.
NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
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I am trying to understand,
A--- June 1, New Trust, wholly owned,
B--- Joint Venture @ what per cent? is that 50/50 ???
C--- How does this help Holders before June 1 and versus
Buyers after June 1, ?
D---To Frank Love:
We the stock holders are setting precariously
on your word ,and need an open line of communications, to be
able to ask Questions and receive Answers! Can you come up with a viable way to communicate that may fit your schedule?
Thank You, LGL
I understand your message we all have situation now and then,
how many shares are we talking about?
What happen to PR that was promised?
LUE
I concur with what T bird has lade out and Locals expert
knowledge, as you know there is nothing like being prepared. You could ask stockholders for a list of questions for
submission as there representative and may be send them to all of the board members before the next board meeting that would put them all on notice so they will become more active members.
LUE & LOCAL
Do you think that Lanza is talking gross or net bod production?
Also is it common practise to ship only part of
oil produce and in the tank batteries?
Thanks Guys.