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wow 2's on the ask keep building...must mean something
SRGE still correcting itself from first pump; thanks for buying my 8's
just get it filed with Wyoming Sec of State first and fulfill the contract obligations then R/S recalibrate pps, then see if it runs...
hey snitz until the amendments are filed with the Wyoming office, the obligations are not fulfilled...if / when then you must deal with shareholder value
Is it a done deal yet? Snitz
It appears not to be physically or digitally signed there either
http://www.sec.gov/Archives/edgar/data/1442376/000147793212003571/lux_ex101.htm
the whole point is nothing is ever a done deal until that proverbial "Fat Lady Sings" and the contract obligations are met fully
Does anyone know when the Mall is having their Grand Opening? LOL
if so, then you know nothing is done until the "moneys in the bank" [shares - amendments] so to speak,and sh*t happens thanks for the corroboration
I think this has something to do with it -“Sippin on the Sizzurp”
far from being brilliant I would say
lol
It appears to not be physically or digitally signed, no amendments filed with Wyoming Sec of State yet...not that it matters or will it be the case but, ever been involved in or seen a failed escrow meltdown of a commercial property due to contractual obligations...this is still an agreement in principle until signed sealed delivered...
https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=106027030168005139159016114207169240154222234090
CERTIFICATE OF OBLIGATION TO ISSUE SHARES
Lux Digital Pictures, Inc., a Wyoming corporation (“Buyer”) hereby covenants to issue to RadioLoyalty, Inc., a California corporation (“Seller”), after the Closing of the Asset Purchase
Agreement, dated August 31, 2012, by and between Buyer and Seller, and within five (5) business days after the recording of Amended and Restated Articles of Incorporation with the
Wyoming Secretary of State by the Buyer effecting the next reverse split of its issued and outstanding common stock, issue to the Seller a number of shares of Buyer’s common stock (the
“Shares”) such that on the date of the issuance of the Shares, the Seller and its affiliates will own a number of shares of the Buyer’s common stock equal to approximately 90% of the
total issued and outstanding shares of Buyer’s common stock, including and taking into account all shares of the Buyer’s common stock already owned by the Seller and its affiliates on
the Share issuance date, and assuming the conversion of all outstanding Series A Convertible Preferred Stock of the Buyer; provided, that the calculation of the number of Shares issuable
to the Seller pursuant to this Certificate will reflect that the dilution caused by outstanding shares of the Buyer’s common stock that are in the public float on the Share issuance date will
be borne 90% by the Seller and 10% by the holders of the Buyer’s outstanding Series A Convertible Preferred Stock (i.e. on the Share issuance date, the Seller will own 90% of the
Buyer’s outstanding common stock that is not in the Buyer’s public float and, assuming the conversion of all outstanding Series A Convertible Preferred Stock of Buyer on the Share
issuance date, the holders of such Series A Convertible Preferred Stock will collectively own 10% of the Buyer’s outstanding common stock that is not in the Buyer’s public float).
IN WITNESS WHEREOF, Buyer has signed and delivered this Certificate to Seller on August 31, 2012 at Los Angeles, California.
Lux Digital Pictures, Inc.
a Wyoming corporation
By:
Michael Hill, Chief Executive Officer
Here read this [carefully]
It’s always important to follow thru with contractual obligations
Conditions to Closing
7.2 Conditions Precedent to Seller’s Obligation to Close. Seller’s obligation to close the asset purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Seller of the following:
Buyer has delivered to Seller a Certificate evidencing Buyer’s obligation to issue the Shares to Seller.
So back to my original Q, have they delivered shares yet? until those shares are deliv no deal closed yet, unless waived in writing
[what they have is an agreement in principle until conditions satisfied]
entered into and closed an asset purchase agreement
keep up the good work
Not that it matters but it’s always important to follow thru with contractual obligations
Conditions to Closing
7.1 Conditions Precedent to Buyer’s Obligation To Close . Buyer’s obligation to close the asset purchase as contemplated in this Agreement is conditioned upon the occurrence
or waiver by Buyer of the following:
(a) All state, local and other governmental approvals and all other consents or approvals of any third parties necessary to consummate the transactions contemplated by this
Agreement must have been received.
(b) Seller must have delivered to Buyer a certificate executed by the Secretary of the Seller certifying (i) the names of the officers of Seller authorized to sign this Agreement to
which it is a party and all other documents and instruments executed by Seller pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions
adopted by the Board of Directors of Seller authorizing the appropriate officers of Seller to execute and deliver this Agreement and all other agreements, documents and instruments
executed by the Seller pursuant hereto and to consummate the transactions contemplated herein; and (iii) copies of corporate resolutions adopted by the shareholders of Seller authorizing
the directors and appropriate officers of Seller to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to
consummate the transactions contemplated herein.
(c) Buyer must in its sole discretion be satisfied with its full and complete due diligence of Seller, the Acquired Assets, and all other aspects of the transactions contemplated by this
Agreement, including but not limited to financial, legal and business affairs of Seller.
(e) The conveyance of the Acquired Assets to Buyer’s Subsidiary free and clear of any encumbrance other than those assumed by Buyer under this Agreement, and the effective
assignment and acceptance of assignment of all of Seller’s material contracts to Buyer.
(d) All representations and warranties of Seller made in this Agreement or in any exhibit or schedule hereto delivered by Seller must be true and correct as of the Closing Date with
the same force and effect as if made on and as of that date.
(e) Seller must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at
the Closing Date.
7.2 Conditions Precedent to Seller’s Obligation To Close . Seller’s obligation to close the asset purchase as contemplated in this Agreement is conditioned upon the occurrence
or waiver by Seller of the following:
Buyer has delivered to Seller a Certificate evidencing Buyer’s obligation to issue the Shares to Seller.
(b) All representations and warranties of Buyer made in this Agreement or in any exhibit hereto delivered by Buyer must be true and correct on and as of the Closing Date with the
same force and effect as if made on and as of that date.
(b) Buyer must have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing
Date.
Not that it matters but;
Nice having contractual participants in the same building…Communications sent to Same Address
If to Buyer or Buyer’s Subsidary :
Lux Digital Pictures, Inc.
347 Chapala Street
Santa Barbara, California 93101
Attention; Michael Hill, Chief Executive Officer
Telephone Number: (805) 308-9151
Facsimile Number: (805) 456-0405
Email Address: michael@watchthis.com
If to Seller:
RadioLoyalty, Inc.
347 Chapala Street
Santa Barbara, California 93101
Attention; Aaron Gravitz, President
Telephone Number: (805) 308-9152
Facsimile Number: (805) 456-0406
Email Address: aaron@radioloyalty.com
Not that it matters but;
You also need signatures on agreements No actual or digital signatures
IN WITNESS WHEREOF, this Agreement has been entered into as of the date first above written.
Seller: RadioLoyalty, Inc.
a California corporation
By:
Aaron Gravitz, President
Buyer: Lux Digital Pictures, Inc.
a Wyoming corporation
By:
Michael Hill, Chief Executive Officer
Buyer’s Subsidiary: StreamTrack Media, Inc.
a California corporation
Date By:
Michael Hill, Chief Executive Officer
And as I've said before...apparently pps represents a better understanding of the 8K now that some time has passed
this could be going places
I think this has something to do with it -“Sippin on the Sizzurp”
lol
price reflects a better understanding of the 8K
Congrats to all those who got 8's. 9's bigger congrats to those that sold at 8's 9's
Upon the terms and conditions set forth in this Agreement, in consideration for the sale, assignment, and transfer of the Acquired Assets to the Buyer’s Subsidiary, the Buyer will, after the Closing and within five (5) business days after the recording of Amended and Restated Articles of Incorporation by the Buyer with the Wyoming Secretary of State that effect a reverse split of the Buyer’s issued and outstanding common stock, issue to Seller a number of shares of Buyer’s common stock (the “Shares”) such that on the date of the issuance of the Shares, the Seller and its affiliates will own a number of shares of the Buyer’s common stock equal to approximately 90% of the total issued and outstanding shares of Buyer’s common stock, (i) assuming the conversion of all outstanding Series A Convertible Preferred Stock of the Buyer into Buyer’s common stock on the Share issuance date, and (ii) including and taking into account all other shares of the Buyer’s common stock already owned by the Seller and its affiliates on the Share issuance date (the “Purchase Price”); provided, that the calculation of the number of Shares issuable to Seller under this Agreement will reflect that the dilution caused by outstanding shares of Buyer’s common stock in the public float on the Share issuance date will be borne 90% by the Seller and 10% by the holders of the Buyer’s outstanding Series A Convertible Preferred Stock, (i.e. on the Share issuance date and assuming the conversion of all outstanding Series A Convertible Preferred Stock of the Buyer on such date, the Seller will own 90% of the Buyer’s outstanding common stock that is not in the Buyer’s public float, and the holders of such Series A Convertible Preferred Stock will collectively own 10% of the Buyer’s outstanding common stock that is not in the Buyer’s public float). Reference to the Buyer’s “public float” in this Agreement means outstanding shares of Buyer’s common stock that are not owned by Buyer, Seller, or any of their affiliates.
ooops there it is in my mail box...I stand corrected...still what was the price to shareholders
what did shareholders give up or get for it? anyone know? I look forward to reading 8K
When Form 8-K is required
Form 8-K is used to notify investors of a current event. These types of events include:
• Material definitive agreements not made in the ordinary course of business
• Bankruptcies or receiverships
• Director is elected
• Director departs
o If a director departs because of a disagreement with the company on any matter relating to the registrant’s operations, policies, or practices then an 8-K must be filed to disclose a brief description of the circumstances representing the disagreement.
• Asset movement: acquisition or sale
• Result of operations and financial condition
• Material Direct Financial obligations (bonds, debentures)
• Triggering events that accelerate material obligations (defaults on a loan)
• Exit or disposal plans
o Layoffs
o shutting down a plant
o material change in services or outlets
• Material impairments
• Delisting or transfer exchange notices
• Unregistered equity sales
• Modifications to shareholder rights
• Change in accountant - and good idea to explain why
• SEC investigations and internal reviews
• Financial non-reliance notices
• Changes in control of the company
o Someone takes a large equity position (more than 15%); shareholder also needs to file with SEC as to intent
o Someone takes a 51% position
• Changes in executive management
o Officer leaves
o Officer is fired
o Officer is hired
• Departure or appointment of company officers
• Amendments to company Governance Policies
o Code of Ethics
o Board Committee Governance Policies
• Trading suspension
• Change in credit
• Change in company status
• Other events
• Financial exhibits
Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are both material and relevant to the company, and often contain information that will affect the share price.
I'll bet everyone invested on the hope Mr Shatner would be chosen to announce some sort of merger
might might might...congrats to all those who got 4's 5's 6's 7's 8's
if they even get there...there's the matter of reviewing each others financials
flippers that don't know how to make profit??????? I beg to differ
no one feels forced to buy this
as much as i agree with some of your posts - are you out of your mind posting such info without a link?
as much as it MIGHT set the stage - means nothing, my advice to you is read up on MM; NITBB or NITSO [No Intention to Buy Bid or No Intention to Sell Offer]in particular
back to square
is that all you got ...i gave you a hint as to where the proof can be found and the best advice ... believe what you want but your opinion is wrong - read it rather than hear it; look it up
Read up on MM's and you'll find the answer there
the price would be back to square if not for the MM 1000 share trades all day...who is everyone trying to con
I'm sure some are asking why would the MM do that...lol
I see a game of chicken - who's gonna blame the other guys financials first and pull out of the intended merger...IMO
buh bye bye
So they say? is this only the second "partial" consolidated container being shipped in months?; this was "historically" discussed, can I say historically because of the time that has passed since their last shipment? - they need to ship several containers a month to be profitable, profitable enough to pay the bills...IMO
"welcome to the advanced courses"
TY your insight is appreciated
The market NEVER on any news propels a stock…BS
My experience shows "sell on the news, buy on the rumor"… Universally accepted
"Shorts"…there are no shorts here
“Enough information getting out there” …volume? I guess volume supports your assertion and shareholder anxiety for such a long overdue announcement
I reiterate my beliefs
You would think the announcement of their quote unquote "opening" would be a "material announcement" worthy of a $400-500 legitimate PR? getting the word out and bringing in new customers and new uninformed shareholders
Are you insinuating that some might have known the information of the "Opening" before the recent Aug 29th email announcement
You would think the announcement of their quote unquote "opening" would be a "material announcement" worthy of a $400-500 legitimate PR? getting the word out and bringing in new customers and uninformed shareholders
you just answered your own question
why would the company waste it's gains on obtaining all of the necessary permits, building and stocking a store from scratch, and setting up on-line sales with Amazon? And if they're really conducting illegal activities, why leave a mountain of evidence behind? Sorry, but it just doesn't add up.
Pantherj you have been spot on 99.9 % with the facts...1% wrong on your predictions,we're all not perfect... time for a more accurate crystal ball but great job...lol- hey what happened to all that network support the other day touting lots of big money coming in and the group claiming we're gonna buy zillions of shares? gone as fast as they appeared ...puff