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Not sure if I want to go over this again - seems I get attacked pretty hard anytime I post cut n paste from the filings.
Ask the CEO how many shares have the lenders "converted" over last 90 days. Here are the details on the September and October 2007 conversions > 2,036,199,000 shares total per the SEC filing .
http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/v094299_10qsb.htm
(Page 25-26-27)
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
.......the conversion price for the secured convertible notes was $.00017. Based on this conversion price, the Notes in the amount of $150,000 issued on September 21, 2007 were convertible into approximately 882,353,000 shares of our common stock.
...was $.001 and, therefore, the conversion price for the secured convertible notes was $.00013. Based on this conversion price, the Notes in the amount of $150,000 issued on October 11, 2007 were convertible into approximately 1,153,846,000 shares of our common stock.
I never heard anyone answer this question? >
"why not ask the CEO to tell you how many shares the lender has converted in the last 90 days"
Dont need to know the OS/AS shares - The main question is how many shares have the lenders converted over last 90 days.
The filing in November outlined 2 BILLION shares converted. YES 2 "B"illion shares converted as unregistered securities....
Has anyone asked this question directly>?
I STRONGLY suggest you read the filings and the attachments.
not sure.... Here is some info on Echelon
http://www.echelon.com/metering/
Our Utility Experience
Over the past five years, Echelon has worked closely with Enel SpA of Italy (NYSE: EN; Milan: ENEL) on the world’s largest remote meter reading and networked metering system deployment. During this time, we've also implemented advanced metering trials with utilities such as Nuon in the Netherlands, NGC in New Zealand, and Sydkraft in Sweden.
In June 2000, we entered into a research and development agreement with Enel, the world’s largest publicly traded utility, under which we integrated our LonWorks technology into Enel's remote metering project in Italy. In this project, Enel is replacing 27 million legacy electricity meters throughout its service territory with communicating solid-state meters. It's the largest meter replacement and upgrade project ever undertaken to date; deployment began in 2001 and is projected to complete in 2005. As of July 2005, Enel has successfully deployed approximately 25 million LonWorks powered smart electricity meters and over 250,000 Echelon data concentrators.
Our Networked Energy Services (NES) system builds upon our experience in the utility industry and provides utilities with an extremely cost-effective system that can be deployed quickly to deliver both immediate and long-term cost-savings and operational improvements. To generate NES, we carefully assembled a dedicated, multi-national team of some of the world’s finest metering professionals, with hundreds of years of combined experience and over 45 million meters shipped based on their designs—including the meters deployed by Enel.
Design and development work is centered at Echelon’s Silicon Valley headquarters in San Jose, Calif., where, in state-of-the-art meter manufacturing, testing, and production facilities our innovative, high-performance products are built to exacting standards. All NES-related design, development, and production facilities and processes are certified to stringent ISO 9001:2000 standards.
it is part of it IMO , when u have unregistered offshore shares AND then show up on regSHO off/on , u can BET non fundamental type manipulation is in play - IMO
large amount of unregistered shares offshore control this stock IMO. Pretty clear Offshore profits from short AND or long positions will control the direction of the DLAV stock price over time, sure a FEW pesky PRs may get some play on the price, but the huge underlying unregistered position in this stock is in full control.... IMO
manufactured by Echelon........
On Tuesday, a Duke crew traveled to homes on All Saints Lane in South Charlotte and replaced old General Electric meters with new ones, manufactured by Echelon, based in San Jose, Calif.
Low 0.0027 Last Price 0.0027
DLAV One Month chart does not agree with all of the chartists I have been reading here? DLAV DOWN and falling?
The CEO has stated the A/S is over 8 BILLION shares. No one made anything up , that was from an email posted here....
anyone that fails to read the securities purchase agreement outlined in the MAY 8K and then fails to read the 10q filed in 11/07 and ADMIT what it CLEARLY says; BILLIONS OF UNREGISTERED SHARES ARE IN THE MARKET, and then comes here and blames the MM for manipulating the share price decline is a liar and fraud IMO
lol - if you were owner of a billion plus + unregistered shares you paid .00017 for you better believe you would sell to all open bids at these levels.
OT> When I was a kid a tennis racket , 5 gal bucket and broom handle was "rockband" , also having a beat up torn playboy magazine was porn , todays teens have no idea what it was like growing up in the pre-analog days , nothing like today.
Merry Christmas to ALL :)
bojax41 > MERRY CHRISTMAS!
OT> RockBand video game ROCKS! It lives up to the hype - We have XBOX 360 version hooked up high def w/100w speaker system, we knew it would be good video game but it is better then expected! I love that most all of the songs are the true rock n roll hits from late 70s, 80s, 90s, plus it also has some new stuff I dont know but the kids do , I remember when I was young we had tennis rackets and buckets for instruments in the air band , now they have a real air band, band! Kids today have it made..... It is a true rock band you have quitar , drums, singer , you can plav solo one instrument , or 3 players playing all of them at once, you also connect thru internet xbox live and challenge other bands or make an online band , really cool stuff!
Got to love Christmas!
Merry Christmas to ALL!
Handheld/wirelsss Auto dealer CRM software is NOT new to the industry. I found a few firms that offer handheld CRM applications for auto dealers, as well as a few firms that offer the wirelsss hardware only and will customize your software to the wireless unit. This company below offers it all as one solution, Wirelsss PDA from DELL or HP or any wirelsss device runing windows pocket PC and the CRM software integrated, This system is up and running now. DLAV system is still in beta correct>? Andit only runs on the expensive Nokia 9500 or can it run on low cost Windows PDAs>?
From Windows PC to Windows handheld PDA
SofTek Software, the first to provide a Windows based dealer management system, has become the first company to utilize the wireless handheld personal data assistant (PDA). Dell Axim's, Compaq iPaq's and other wireless pocket PC's will enable the dealership team to be mobile while still having immediate access to important system information.
Imagine, as our competitors struggle to release their first attempts at Windows based business systems, we draw upon our eleven years of experience in the Windows environment and provide the first system which extends to the palm of your hand. Wireless PDA's (Personal Data Assistants) can provide that extra edge your dealership needs over the dealer down the road. Fast, convenient access to various information from anywhere on your premises will be with you and your sales team at all times. Scan the VIN we printed for your units and receive the technical specs, pricing, added accessories, setup and other important information. New customer kicking the tires? Gather their information, click how far into your sales process you got and push a reminder to the main system with all this info plus a reminder for you to call them back in a few weeks to see if they purchased yet.
Leading edge technologies from the leading edge business system provider.
http://www.softeksoftware.com/solutions/tba.php
Thanks bag - I will make sure to retrun the favour 8fold, if you will.....
DLAV has a LOT of Competition in the Automotive CRM software market. I dont see DLAV listed as a provider on Capterra - Need to get this info to the NEW CEO and get DLAV LISTED - IT IS free lISTING and Capterra is doing a lot of marketing lately about its software search services. Capterra is a super tool if you need software and want to get look at all of the various packages for your specialty.
http://www.capterra.com/auto-dealer-software
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The Note holders would have to be paid , the registered shares is only very small part of the picture. Plus the liabilities. The registered OS is only part of the picture to buyout a company with a share structure like DLAV > ALL of this would also need to be paid or refinanced by a new buyer to buyout DLAV>
Per the last filing
4.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
$ 1,276,690
5.NOTES PAYABLE, STOCKHOLDERS
$ 213,578
6.COMMITMENTS AND CONTINGENCIES
$ 7,961,435
Calable secured convertible notes bear interest at a rate ranging from 8% to 12% (weighted average 10.22%) and are due at various dates from April 2006 to December 15, 2009. The notes are secured by the company's assets.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/v094299_10qsb.htm
Laurus holds well over 40,000,000 shares UNREGISTERED at .0001 > These small change deals are nothing compared to the monster load Laurus is holding over the WEGI share structure. However it is clear , WEGI can NOT go one month w/o a loan, they will continue to sell shares for cash, they are behind in payroll taxes as well, lots of things to be concerned about for sure...
I would like to wish you ALL a Very Merry CHRISTmas! LONG SHORT OTHER > MERRY CHRISTMAS!!!!!
That is the Registered shares , DLAV has been selling UNREGISTERED SHARES , Per the last 10Q The shares from the CD were converted into over 2 BILLION shares, That was just for the last quarter, I will be out of loop for few days, it is party time for me and the Family!!! , I noticed your reply and wanted to send you the verification. Ill be around end of the week and we can go over any questions. Here is the verification >
Here is link the LAST FILED 10Q on 11/16/2007 Please see Page 25 , you can verify Sales of unregistered securties.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/v094299_10qsb.htm
Here is the link to the 8k filed 06/01/2007. It details the and dsicloses the deal even further. Pay close attention to the SECURITIES PURCHASE AGREEMENT > Here is the link
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
FTXN AVERAGE IS ONLY 150.58 MCF PER DAY.
I would like to see the return on investment @ 150 MCFPD > These wells are marginal at best > It is CLEAR why they have been handed off to these small time operators and all of the small, mid, large operators have passed on the ADAMS Ranch.... Lets see when we hit MAY of 2008 , then we will have full year on wells 11 & 12
WELL 11
2007 > May, June, July, August, September, October
TOTAL FOR PERIOD = 31541 MCF
TOTAL DAYS IN PERIOD = 184
AVERAGE MCF PER DAY = 171.42 mcfpd
WELL 12
2007 > May, June, July, August, September, October
TOTAL FOR PERIOD = 28513 mcf
TOTAL DAYS IN PERIOD = 184
AVERAGE MCF PER DAY = 154.97 mcfpd
WELL 13
2007 > August, September, October
TOTAL FOR PERIOD = 15,716 mcf
TOTAL Days in Period = 92
Average MCF PER DAY = 170.83 mcfpd
WELL 14
2007 > October only
TOTAL FOR PERIOD = 3258
TOTAL Days in period = 31
Average MCF PER DAY = 105.10 mcfpd
Merry CHRISTMAS! Long Short Other > MERRY CHRISTMAS!
GOOD 4 U CYO! My dividend basket did very well for me this year , not as well as you , but I am working on dividend reinvestment basket , it has really been good to me over last few turbulent years, in 10 more years I will switch the dividends to pay me directly....
I held onto my GFCI - still holding - not worth it to sell - the lose is not much for me - I got lucky on sold some at high levels - I hope I will get some SEC paperwork to file my opinion of the CEO thief! lol > GFCI was one of first , of not many pinksheet otc stocks I ever bought. It has really opened my eyes up . I will be very hesitant next time to buy and will for sure not invest anymore then I plan on losing all of , total loss , in the pinks like GFCI you can and you WILL lose it all 95% of the time.
I am playing call options for the "action" I need , I admit I have to have some action , the dividend stocks are slow boring money makers lol. Call options in secure listed companies , you CAN trust the PR, you can review the filings, you CAN listen to the rumors , YOU DO NOT HAVE TO COME TO MESSAGE BOARDS TO GET INFO! , not like pinksheets like GFCI were it is mostly ALL lies.... ALL CEO forward looking LIES...
Best of luck to ALL in 2008 (Silver and Palladium lol)
Merry Christmas!
The 8K filed in May 2007 has clear "Transfer Agent Instructions". It does NOT say anything about the TA disclosing the structure, or being "gagged" one way or the other that I can see. This 8K is long on disclosure, Transfer agent instructions is but one small part of this document. I suggest shareholders read it and we prepare questions for the CEO and BOD on the share structure. The 8K is very clear on disclosing the UNREGISTERED shares of DLAV are FREE trading shares and the company can not use the transfer agent to hinder or refuse the Buyer of the shares from trading the shares in any way, as long as they have the customary legal opinion letter from an attorney, This 8k IS A very complete piece of disclosure. IMO.
HERE IS THE LINK TO THE MAY 8K<
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
ARE U SAYING THIS POST IS FROM THE CEO?
these Unregistered shares are FREE trading shares - not sure what you are not seeing>? Just because they are not registered does not mean they dont exist and are not being sold. Read the May 2007 8K it is crystal clear.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
SECURITIES PURCHASE AGREEMENT
Here is few exerpts - I suggest you read this document closely , this is what the CEO means by its all in the filings , go read thru this document , it is crystel clear.
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 25, 2007, by and among DealerAdvance, Inc., a Nevada corporation, with headquarters located at 16801 Addison Road, Suite 310, Addison, TX 75001 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.
Who was it that posted Transfer Agent was gagged or could not by policy give out the Share Structure? I know I had read quite a few posts early on about the transfer agent not allowed to give out the OS AS > If you read the 8K it is clear the CD Note holders do NOT want anyone interfering with the T/A.
HERE IS THE LINK TO THE MAY 8K>
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
nothing was voided - the shares are still part of the DLAV share structure >
I STRONGLY suggest you read the 8K fied in May 2007 - it details the UNREGISTERED shares underlying the CD notes
HERE IS THE LINK >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-1.htm
Read thru this very closely you will get a clear picture of these shares as being alive and well - not voided in any way > The CEO has said authorized is 8 BILLION shares - that Makes sense once you read the filings.
h. Authorization and Reservation of Shares. Subject to Stockholder Approval, the Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Conversion Shares and Warrant Shares in connection therewith (based on the Conversion Price of the Notes or Exercise Price of the Warrants in effect from time to time) and as otherwise required by the Notes. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Notes and exercise of the Warrants without the consent of each Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to no less than two (2) times the number that is then actually issuable upon full conversion of the Notes and upon exercise of the Warrants (based on the Conversion Price of the Notes or the Exercise Price of the Warrants in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(h), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. If the Company fails to obtain such shareholder approval within thirty (30) days
THIS IS VERY INTERESTING
5. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or exercise of the Warrants in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
hu? r u reading the same filing? The last 10Qsb filed on 11/16/20007
here is link > http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/0001144204-07-062754-index.htm
DealerAdvance, Inc.
(f/k/a Stronghold Technologies, Inc.)
16801 Addison Road, Suite 310, Addison, TX 75001
(214) 866-0606
REGISTERED SHARES
as of November 1, 2007
100,415,389 shares were outstanding.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS PAGE 25 & PAGE 26
>>PER BELOW FILING OUTLINES 2,036,199,000 UNREGISTERED SHARES OF DLAV STOCK <<
Per the filing >
....therefore, the conversion price for the secured convertible notes was $.00017. Based on this conversion price, the Notes in the amount of $150,000 issued on September 21, 2007 were convertible into approximately 882,353,000 shares of our common stock.
....therefore, the conversion price for the secured convertible notes was $.00013. Based on this conversion price, the Notes in the amount of $150,000 issued on October 11, 2007 were convertible into approximately 1,153,846,000 shares of our common stock.
>>>>>
Now there are a LOT more UNREGISTERED SHARES OF DLAV STOCK THEN WHAT APPEAR IN THIS 1 FILING - IF YOU GO BACK TO THE PREVIOUS FILING AND THE ONE BEFORE THAT YOU CAN FIND A LOT MORE UNREGISTERED SHARES OF DLAV STOCK - THAT MAKES SENSE HAVING CEO DISCLOSE THE A/S IS 8 BILLION - THE CD/NOTE WORDING STATES THE A/S MUST BE DOUBLE THE UNREGISTERED SHARES UNDERLYING THE NOTES. IF YOU READ THE NOTES/AMENDMENTS IN THE LAST 8K FILED IN MAY 07 YOU WILL FIND THIS VERBIAGE - I WILL POST IT IF YOU LIKE?
CALLABLE SECURED CONVERTIBLE NOTE
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_ex4-2.htm
Low 0.0035 High 0.0045 Last 0.0045.eom
excuse me >? I never told anyone to sell or buy DLAV>? I posted some info from the filings and some opinions based on those filings and actions in the stock recently , I disclaimered them appropriately , never buy sell hold from info soley on a message boards, these boards r place to begin DD, verify previous DD, get others opinions, but not solely for buy sell hold info FOR SURE. AND I NEVER posted for anyone to buy or sell DLAV please be clear on that.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Notes and Warrants referenced in Item 1.01 were offered and sold to the Investors in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereto. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_8k.htm
There is NO death spiral in place? The CD coverts with a set calculation , yes it is a variable conversion but they are not floorless conversions , it is not death spiral..... Not pretty, it is on the very toxic side being 50-60% of lowest trading price over 20 days prior to conversion AND they have demand registration rights on the shares but not "death spiral" IMO
Read the 8K from the most recent 900k of funds >
This is from May 2007 >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_8k.htm
The CDs convert as follows >
Variable Conversion Price shall be equal to the Applicable Percentage multiplied by the average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion. The Applicable Percentage is between 50% and 60% depending upon the status of the registration statement to be filed by the Company.
It further states >
We are committed to registering the shares of common stock underlying the Notes. We have agreed to file the registration statement within thirty (30) days from the closing date of our agreement with the Investors otherwise we may be subject to penalty provisions. There are penalty provisions if the Company does not use its best efforts and respond to comments from the SEC regarding its Registration Statement in a timely manner, or after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement due to the fault of the Company.
AND This is also included >
In addition, the Company has granted the investors a security interest in substantially all of its assets and intellectual property, excluding Camelot Studio Group and Camelot Film Group, as well as demand registration rights.
hate shorts - hate pumpers and Lieing thief CEOs.eom
lol just watching the train wreck that is FTXN at this point.eom
excuse me >? It says Stronghold assets AND Liabilities do NOT represent a material amount.
The filing is ALL DLAV current debt , liabilities, assets, etc....
The estimated remaining Stronghold Technologies assets available to
liquidate in order to offset liabilities segregated and owed by the subsidiary
entity and subject to the bankruptcy that are a part of the consolidated
financial statements do not represent a material amount.
So they can NOT take control and hold large percentage of company , dont want them having overly large voting power or even take over power. Thus they can only HOLD max of 4.99%. Read it it is clear - they can only HOLD 4.99%.
The CD holders MUST SELL DLAV stock and SELL SELL SELL some more. They can only HOLD 4.99% OF DLAV at any one time > Meaning they must sell stock , convert stock , sell stock , convert stock , while balancing at the 4.99% HELD at any one time threshhold, Once the holders SELL the stock they no longer HOLD it.