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TXP : 8-K
http://www.sec.gov/Archives/edgar/data/1171749/000114420408033239/v116271_8k.htm
Of course , conversion prices of previous warrants and notes issued to Yorkville were reduced from 0.50 , 0.60 , 0.70 , 0.75 and 1.00 to 0.20. Interest rates were raised. 25% discounts to 20-day VWAP. Further adjustments beneficial to Yorkville possible.
TXP Outstanding as of May 20, 2008 : 116,704,428 shares.
That will be going up before long.
Excerpts:
On May 29, 2008, TXP Corporation (the “Company”) consummated a Securities Purchase Agreement (the “Purchase Agreement”) with YA Global Investments, L.P. (“YA Global”) providing for the sale by the Company to YA Global of its 12% secured convertible debentures in the aggregate principal amount of $5,750,000 (the “Debentures”), of which a $3,000,000 Debenture was issued on May 29, 2008 (the “First Closing”), a $1,500,000 Debenture will be issued on or about July 30, 2008 (the “Second Closing”), and a $1,250,000 Debenture will be issued on or about October 15, 2008 (the “Third Closing”).
In addition, the Purchase Agreement provides for the issuance by the Company to YA Global of five-year warrants (the “Warrants”) to purchase an aggregate of 17,000,000 shares of common stock, of which a warrant to purchase 8,870,000 shares of common stock was issued on the First Closing, a warrant to purchase 4,430,000 shares of common stock will be issued on the Second Closing, and a warrant to purchase 3,700,000 shares of common stock will be issued on the Third Closing, each exercisable into common stock a price equal to $0.20 per share, subject to adjustment as set forth in the Warrants (the “Exercise Price”).
The Debentures mature on the third anniversary of the date of issuance (the “Maturity Date”) and bear interest at a rate equal to 12% per annum. In addition, the Debentures are convertible at any time into shares of common stock of the Company at a conversion price per share equal to $0.20, subject to adjustment as set forth in the Debentures (the “Conversion Price”).
Beginning on October 31, 2008 and each monthly anniversary thereafter until paid in full, the Company will be required to redeem the outstanding principal amount of the Debentures in installments equal to $167,777 per month, in cash or in common stock (the “Redemption Shares”) at the Company’s option and if certain additional conditions are met, at a per share price equal to the lesser of (i) the Conversion Price, or (ii) a 25% discount to the lowest daily volume weighted average price for the common stock for the 20 trading days prior to the redemption payment date; provided that, the Redemption Share component of each redemption payment will be limited to 15% of the dollar value of the common stock traded over the previous 30 trading days. Moreover, the Company has the right to redeem a portion or all amounts outstanding under the Debentures prior to the Maturity Date at a 20% redemption premium provided that no event of default has occurred or is continuing.
Under the Purchase Agreement, the Company must (i) enter into a contract (or series of contracts) for the development and sale of optical network terminals on terms that are satisfactory to YA Global in total value of contracts, counterparty, and gross product margins to the Company, and (ii) complete an equity raise resulting in proceeds to the Company of at least $5,000,000 (collectively, the “Milestones”). If the Company fails to achieve at least one of the Milestones on or before October 15, 2008, then the Third Closing will not occur and YA Global will have the right to require the Company to sell the business or the assets of its iPhotonics business unit before December 31, 2008. The Company shall apply at least 80% of the proceeds of any such sale directly from the sale towards the redemption of the Debentures.
On May 29. 2008, Mr. Shores granted YA Global a five-year option to purchase an aggregate of 35,000,000 shares of common stock of the Company beneficially owned by Mr. Shores at an exercise price equal to $0.01 per share, of which the option to purchase 18,261,000 shares vested on the First Closing, the option to purchase 9,130,000 shares vests on the Second Closing, and the option to purchase 7,609,000 shares vests on the Third Closing.
In addition, on May 29, 2008 the Company amended its outstanding warrants and notes issued to YA Global pursuant to the Company’s June 2006 and March 2007 private placements. The June 2006 and March 2007 warrants to purchase an aggregate of 3,700,000 and 3,850,000 shares of common stock, respectively, were amended to reduce the exercise prices to $0.20 per share. The March 2007 notes in the aggregate principal amount of $4,000,000 were amended to reduce the conversion prices to $0.20 per share. Also, the interest rates were increased to 12% per annum and mandatory redemption payments by the Company in the amount of $100,000 per month, consisting of accrued and unpaid interest and principal, will commence on October 31, 2008.
WNWG : S-1/A
Dilution of about 31%.
Outstanding before registration: 28,236,907 shares, as of May 22, 2008
Common stock offered by Selling Stockholders: Up to 8,832,302 shares
Common stock outstanding after the offering: Up to 37,069,209 shares.
http://www.sec.gov/Archives/edgar/data/1138932/000104746908007113/a2186035zs-1a.htm
You're very welcome guilium.
As you can see my nerdy analytical side takes control most of the time LOL
Thanks again for that link to Ms. Roberts' comments ... without that data from an analysts' point of view I wouldn't have figured we had a chance to be in the running.
Last year the Russell minimum was about $5.8 million above her estimate. Calculated as a percentage deviation the Russell minimum was about 2.27% above her estimate.
If this year's Russell minimum is above her estimate by 2.27% again , that would still give a Russell minimum of $168.83 mil and TIV's mkt. cap. of $171.63 mil would still be nicely above the cut-off.
If her estimate is $5.8 mil low again , then it gets really close!
jonesie
2008 Russell Reconstitution
Revised worksheet.
Deleted 'Free Float' calculations.
Added the necessary percentage decrease (vs 2007) in Russell's minimum market capitalization requirement for TIV to be included. (-34%)
Added prediction notes.
Anyone else with a prediction?
The race is on! We're a contender!
jonesie
"we should be" if Ms. Roberts' prediction is correct.
Stay tuned for a revised worksheet , coming up.
jonesie
Clarification from Russell
They really are friendly , helpful and quick over there , I just got an email back from Russell.
The free float adjustment is in fact done after the top 3000 companies are determined based on market cap. as of 5/30/08 ... so no worries on that score ... unjust they aren't!
Now it just remains to be seen if TIV's market cap. can in fact be 'caught up to' by a 'falling Russell'.
I'll re-work the spreadsheet removing the 'Free Float' sections , along with adding info on how much lower than last year the market cap. of Company Number 2000 in the Russell 2000 has to be for TIV to get in this year.
jonesie
p.s. Thanks again gumshoe for bringing up the apparent 'unjust'-ness of my original interpretation of the free-float methodology.
Good gosh, after hours worse than the close.
So nice of NeoMedia to 'buy more time' to go without saying anything by having to go through this CEO changeover.
How many days now since any 'news' at all having to do with NEOM's core business?
272 days since the last hard news about core NeoMedia.
"This financing will allow NeoMedia to launch their aggressive new global sales and marketing initiative in response to the rapidly expanding global demand for camera-initiated transactions and active mobile codes.
A significant amount of funds will be deployed to build world class sales and marketing activities."
272 days ago.
jonesie
gumshoe , another thought ...
And it is your pointing out that in effect 'penalizing' a company for having strong insider ownership could be deemed "unjust" that has me digging to determine the real deal.
(I just read your latest post while I'm still writing this one and I think that 10%+ number is very clear when it says they lump the O&D's ownership together , and I don't think any of those other 'adjustable' items apply to TIV.)
My bolding and underlining in the Russell statement below may put the emphasis in the correct spots ... rendering the 'free float adjust' item a non-event with respect to TIV's inclusion/exclusion from the R2K.
"After membership is determined, a security's shares are adjusted to include only those shares available to the public. This is often referred to as free float. The purpose of this adjustment is to exclude from market calculations the capitalization that is not available for purchase and is not part of the investable opportunity set.
Stocks are weighted in the Russell U.S. indexes by their available (also called float-adjusted) market capitalization, which is calculated by multiplying the primary closing price by the available shares."
gumshoe , it could well be that this 'free float adjustment' is done after the 3000 companies are selected and put in the appropriate Index , and that it is used solely as a weighting mechanism by those needing to weight these stocks for whatever reasons , such as Index Funds which have to figure out how many shares of these companies to buy.
jonesie
I just hope I'm wrong.
CH has been credited here with bringing SMS to the masses and to the U.S. , and that would include the 'end users'.
Why would CH be any less qualified than IM to complete ... whatever could be completed ... regarding NeoMedia's offerings to mobile advertising/marketing , including anything involving 'end users'?
Logic indicates that the changeover in the CEO position was for some reason other than 'one person took it to one level and different skillsets will take it to the next'.
The only 'level change' we saw was a decimation of the stock price level , a raising of the level of the kiss-off package to heretofore unheard of levels , an increase of the level of pay in the CFO position , and a decided enhancement to the level of compensation to the 'consultant/turn-around-expert' slot.
Hopefully logic isn't enough to predict what is and isn't going on.
jonesie
That's an excellent point gumshoe.
And while Russell doesn't seem to provide any detail on their 'adjustment' mechanism on their website , I had the feeling that 'adjustment' could possibly mean something other than straight out 'subtraction'.
If you find out anything about Russell's exact mechanism please let us know. For all I know it's on their website and I missed it.
Aside from that eventuality I can only deal with the available facts and best interpretations of them.
Googling finds a few items (I don't have time for an exhaustive search at the moment) such as:
"and will be weighted based on free-float adjustment, an integral aspect of Russell index methodology that is of particular importance in the small-cap and microcap segments. Free-float adjustment means stocks are weighted by their available market capitalization which is calculated by multiplying the primary closing price by the available shares. Russell uses a transparent, objective process in the development of its indexes and all Russell indexes have been free-float adjusted since inception."
jonesie
p.s. I remember getting a prompt reply from someone at Russell either last year or the year before , when asking them what time of day they were going to publish their final lists. And I was asking them on publication day at a time they must have been fairly busy. I suppose I could send a quick email to them outlining the 'particulars' of TIV's outstanding vs O&D holdings and inquire as to whether it's a straight subtraction or is a more equitable adjustment such as the one you outline. It would also afford an opportunity to ask about which number they might start with , the 5.6 mil in the 10-K which represents all voting rights of O&D's including options they have the rights to , or simply direct ownership of shares which is closer to that 3.1 mil number. If you beat me to emailing them , let me know.
Well yes, in this nascent industry ...
... it is entirely possible that CH succeeded wildly at what he was assigned to do in the manholes and the carriers have us all signed up and ready to be put in the sunshine on their decks but we're under massive NDA's with them and Apple which keeps us in the manholes but they will flip the switch as soon as Iain figures out the end-users part which only the Scottish can do.
That's why Yorkville has converted so many of their financial instruments into shares and has dumped and is dumping them on the open market.
Wait ....
jonesie
If only. re: HDSN / Yorkville / NEOM
As we have seen over the last 'great while' HDSN has superceded even NITE in relentlessly sitting on the NEOM Ask , effectively holding the PPS down while selling shares in what seem to be 'unlimited' numbers.
A little bit of research finds a few comments on IHUB relative to HDSN and Yorkville , and lots related to just HDSN. Below is a sampling. One might theorize that Yorkville is quite happy to dump shares at this level for as long as possible , and that theory works best if Yorkville's recent conversions have been cashless and they're simply dumping free shares. JMO -jonesie
"HDSN developed reputation as selling agent for convertible debenture holders."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=28387419
"As you have correctly warned in your posts, HDSN bears ill wind for longs. Judged by most accounts on web, used-car salesmen as a class enjoy higher regard than this MM firm."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=28556178
"Cornell seems to use VFIN and VERT and HDSN switching between them on different days,either of which puts pressure on the stock whenever it tries to move up."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=17089650
"ETRD is RETAIL, now I would be concerned if it's HDSN"
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=29719311
"these are the MARKET MAKERS that can kill a stock in a hurry when they are the sitting on right side of the box on Level 2.
HDSN: killed CKYS single-handedly"
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=29674709
Some largish trades going off at the Ask
And HDSN just sits there on the Ask day after day!
Ms. Roberts' min. mkt. cap. prediction ....
.... could be right on the money because as I said she has access to far more cumulative data than I do on thousands of companies.
The 'bad thing' is the Free Float adjustment that Russell talks about where O&D holdings actually work 'against' the company when it comes to determining their market capitalization.
Russell's methodology says "Adjustments are based on information recorded in SEC corporate filings or other reliable sources in the event of missing or questionable data"
I suppose they could take quick peek at the Insider Holdings in Yahoo! Finance and arrive at a number which is pretty close:
http://finance.yahoo.com/q/ir?s=TIV
Or , the most recent TIV SEC filing which incorporates such data is their 2007 10-K:
http://www.sec.gov/Archives/edgar/data/22551/000002255108000017/tvc10k-123107.htm
I suppose it's combing through thousands of filings such as that one for the relevant Insider Holdings data that causes it to take nearly a month after the 'final inclusion PPS date' , in this case 5/30/08 , before Russell can publish their final Reconstitution list .... although we will get to see non-final lists on the 13th and 20th.
Interestingly , very near the end of the 2007 10-K there is found a 'Totals' entry for "Security Ownership of Certain Beneficial Owners and Management" which gives a total of 5,608,687 shares which is 22.1% of the outstanding as of that 10-K , and is considerably higher than my quick 3.1 million share count.
However that 5.6 million "Includes shares which the listed shareholder has the right to acquire from options".
So while I really don't know exactly where they find the number they use for their Free Float Adjustment , it could be even worse than what I'm showing in that spreadsheet.
If Russell were to use that 5.6 million shares total and it were "removed from total market capitalization to arrive at free float or available market capitalization" , the TIV PPS required to be included in the R2K would be even higher , i.e. , Ms. Roberts' Free-Float-associated min.-TIV-PPS would jump to
$7.93 and mine would jump to $8.93.
JMO -jonesie
Directors and Executive Officers
Shares (1)
Total (2)
F. Lynn Blystone
1,227,853
4.8%
Milton J. Carlson
347,000
1.4%
Thomas J. Cunningham
540,000
2.1%
Arthur M. Evans
45,000
0.2%
G. Thomas Gamble
2,183,834
8.7%
Paul W. Bateman
101,000
0.4%
Edward M. Gabriel
100,000
0.4%
Joseph R. Kandle
500,000
2.0%
Robert A. Bell
135,000
0.5%
James G. Bush
130,000
0.5%
Henry Lowenstein, Ph.D.
102,200
0.4%
William H. “Mo” Marumoto
102,000
0.4%
Loren J. Miller
295,800
1.2%
Number of
Percent of
Shares (1)
Total (2)
Total group (all directors and
Executive officers - 13 persons)
5,608,687
22.1%
(1)
Includes shares which the listed shareholder has the right to
acquire from options as follows: F. Lynn Blystone 729,350,
Milton J. Carlson 240,000, Thomas J. Cunningham 523,000, Arthur
M. Evans 45,000, G. Thomas Gamble 96,667, Joseph R. Kandle
475,000; Dr. Henry Lowenstein 100,000, William H. ”Mo”
Marumoto 100,000
(2)
Based on total outstanding shares of 25,077,184 as of December
31, 2007. The persons named herein have sole voting and
investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to community property laws where applicable.
Geo , $7.98 was just ONE possibility
And of course it's all just estimates based on assumptions about how much market capitalization the NEW top 3000 U.S.-traded stocks (as of 5/30/08) might have lost since the previous Reconstitution.
What we are really interested in is the market cap. of the stock ranked 3000th in the newly-Reconstituted Russell 3000 , as that will be the smallest market cap. company in the Russell 3000 and Russell 2000.
My 'guess' and Ms. Roberts' 'guess' as to the min. mkt. cap generated estimates of TIV's required PPS ranging from $6.25 to $7.98 , with part of the outcome hinging on how good a job Russell does in tallying TIV's O&D holdings.
TIV PPS Required TIV PPS Required
Predictor Using Total Outstanding Using Free-Float Adjustment
Ms. Roberts $6.25 $7.08
jonesie $7.04 $7.98
2008 Russell Reconstitution
Closing stock prices on this past Friday 5/30/08 were the prices which will be used by the Russell Indexes for their 2008 Reconstitution.
TIV's closing price of $6.50 will be multiplied by TIV's outstanding float-adjusted share count to arrive at a market capitalization for ranking purposes , e.g. , to determine whether or not Tri-Valley will be added to the Russell 2000 Index.
Pertinent Russell / Tri-Valley information from several sources is provided below , including one aspect of the Russell Reconstitution Methodology which may have particular relevance to Tri-Valley's prospect of being or not being included in the Russell 2000 this year.
Last year: On June 25, 2007 newly reconstituted membership lists for the Russell Global Index and the Russell 3000® Index, Russell 1000® Index, Russell 2000® Index and Russell Microcap® Index were posted on www.russell.com/indexes.
This year: The 2008 reconstitution of the Russell Indexes will take place after the market close on June 27, 2008.
=================================================
Key Dates in 2008
"On the last trading day in May ( this year May 30 ,2008 ), all eligible securities globally are ranked by their total market capitalization."
June 13 Preliminary additions and deletions to the Russell Global Index and the Russell 3000® published
June 20 Updates to the list of additions and deletions
June 27 Updates to the list of additions and deletions
June 27 Reconstitution final after the close of the U.S. markets
June 30 Final membership lists posted for the Russell Global Index, Russell 3000®, Russell 1000®,
Russell 2000®, Russell Midcap® and the Russell Microcap® indexes
Russell 3000® Index -4.80%
Russell 2000® Index -9.27%
Russell 2000® Growth Index -4.86%
Russell 2000® Value Index -13.72%
Russell 1000® Index -4.37%
Russell Microcap® Index -17.98%
Russell Microcap® Growth Index -16.40
Russell Microcap® Value Index -19.47
TIV PPS Required TIV PPS Required
Predictor Using Total Outstanding Using Free-Float Adjustment
Ms. Roberts $6.25 $7.08
jonesie $7.04 $7.98
geoscience , guilium , re: Russell
Geo , I probably wasn't going to do as thorough an analysis/prediction as we did last year , but per your request and in light of what guilium just posted I went through the exercise this morning , including Ms. Roberts' prediction as a possible minimum market capitalization required for Russell 2000 inclusion.
(Welcome back guilium , haven't seen you here in quite a while , thanks for posting that article/link.)
My next post will detail what IMO are the available facts , a bit of analysis of them , and will include an update of last year's spreadsheet. By waiting until after the 'inclusion market cap. date' we have all of the info necessary so I'll take what was a multi-post thread last year and sum up this year's analysis into one post. It will be long but it will all be in one spot. You can skip to the end of it and see the spreadsheet.
Pay particular attention to the float-adjustment section as Russell's float-adjustment methodology component may bear on this year's outcome for Tri-Valley.
If anyone has a suggestion for any changes or additions , please let me know.
guilium , I see that Ms. Roberts made a prediction for the 2007 Reconstitution. On 5/25/07 she revised her earlier estimate upwards , "According to a May 24 report written by KBW analyst Melissa Roberts, KBW estimates that the cutoff for inclusion in the Russell 2000 Index has moved back up to approximately $256 million from the previously reported May 18 estimate of $249 million."
So last year she went on record at $256.0 million.
http://www.snl.com/irweblinkx/story.aspx?IID=4092630&NID=5803196
I was on record at $262.1 million.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=20083111
And the actual was $261.8 million.
Her recent statement about the Russell 2000 being down 12% since the last Reconstitution appears to be off by about 23% , with the actual number being -9.27%.
However , her 2007 prediction was certainly close enough to include her 2008 prediction "as a possible minimum market capitalization required for Russell 2000 inclusion."
jonesie
Depends on who's looking I suppose
Like I said , the 'gain' is only because of some valuations of derivative instruments.
(Gain) loss from change in fair value of derivative financial instruments
1Q08: (5,392,000) in that category
1Q07: 3,508,000 in that category
I haven't looked yet to see exactly how they calculated that , but that 5.3Mil bucks offset , 'on paper' , the actual losses for the quarter , arriving at that 'gain' shown in Yahoo finance.
The 'gain' didn't put any money in NEOM's coffers , didn't take any less out of NEOM's coffers , and at the end of the quarter NEOM had less cash on hand than when they began the quarter.
They are still losing money on operations , although I think they reduced the monthly burn rate. Of course now , we're paying 2 CEO salaries.
JMO and I don't view it as a positive or a negative in the situation NEOM currently finds itself .... it just is
Later
jonesie
'tis the season for S-1's: STHK & OEGY
About +20% dilution for STHK
STHK registering "the offer and sale of up to an aggregate of 4,806,391 shares of our common stock .... by certain persons who are our shareholders..... We .... will not receive any of the proceeds from this offering."
"As of May 22 , 2008, there were 23,268,214 shares of our common stock outstanding that were held of record by approximately 531 shareholders."
http://www.sec.gov/Archives/edgar/data/875762/000092242308000518/kl05063.htm
Relatively negligible dilution for OEGY as they have a much larger outstanding situation.
OEGY registering "4,280,627 shares of common stock of Open Energy Corporation, formerly known as Barnabus Energy, Inc., a Nevada corporation, by the selling stockholders .... Open Energy is not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering."
"As of May 20, 2008, we had (i) 127,952,397 shares of common stock issued and outstanding; (ii) debentures outstanding that, including accrued interest, are convertible into 42,000,000 additional shares of common stock; and (iii) warrants outstanding to purchase up to 74,884,879 additional shares of our common stock."
http://www.sec.gov/Archives/edgar/data/1176193/000110465908037002/a08-15533_1s1.htm
Elliot
Yahoo's "Financials for the Short Attention Span" tend to leave out a lot of items.
I had a much longer reply incorporating some of these items written earlier, then IHUB hiccupped , the reply disappeared , and I left.
If you check Part 1 Financial Statements in the 10-Q itself you'll see the big items responsible for that positive number.
'Games' with values of derivatives.
http://www.sec.gov/Archives/edgar/data/1022701/000114420408029387/v114084_10q.htm
I'll re-do that post tomorrow if necessary.
NeoMedia was not anywhere near profitable on Operations , or sales of any assets , or revenues from sales of products or services.
If they had been the company would have trumpeted it and given bonuses and cheap options all around. Shoot , I would have put it on the loudspeakers myself.
Instead .... the CEO left .... and the calendar resets and starts crawling again.
jonesie
ninja, I tried to cover that:
"which historically hasn't been very 'predictive' since way back when we traded in dimes & quarters"
That's my thought , and the underlying basis for that thought is probably due to exactly what you said .... "MM have been playing".
jonesie
Another day of more 'buys' than 'sells'
At least the Ask was hit more than the Bid.
http://ih.advfn.com/p.php?pid=trades&cb=1212181183&symbol=NB%5ENEOM
DAILY CHART
Some improvements in the chart , which historically hasn't been very 'predictive' since way back when we traded in dimes & quarters , but what the heck , it looks better.
Aroons , Wm%R , MACD , all still playing nicely.
Plus , +DI/-DI is playing along for the last couple of days.
RSI showing a modicum of resolve as it sneaks upwards a bit.
It would be nice to see Acc/Dis break a downtrend to the upside but , after reading a while back how that is calculated , it's sometimes a trickster.
Oh yeah, Bollinger Bands tightening up more than they have in the last year ... it would be nice if this time that portends an up-move rather than the usual down-move.
JMO -jonesie
DAILY CHART
Nice way to finish the week.
After some little dips earlier in the week we close with a nice green candle and +DI/-DI playing along nicely all week.
If Aroon Up would just stay UP!
Anyway , a nice little 2-week uptrend. Or if you go back to the bottom of TC's 180,000+ share dump ... a nice 4-month uptrend.
Good luck to all.
jonesie
That one?
That's the Iain 8-K.
I already went through most of the 10-Q for 1Q08
http://www.sec.gov/Archives/edgar/data/1022701/000114420408029387/v114084_10q.htm
Not really.
I think those numbers derive from past 10-Q's including the most recent one.
Just a quick-and-dirty recap of stuff we've seen in SEC filings.
It is interesting to see a positive Net Income Applicable To Common Shares: $3,194,000 for the 1Q08. Does that sound right? Not sure Yahoo gets these right.
jonesie
.<font color=red>PREVIOUSLY UNKNOWN CLIENT? CWBYF.OB
Carthew Bay Technologies Inc
A Canadian company which came up in a 6-K today.
First time running across this one.
Looks like Yorkville might be 'underwater' on around 3,200,000 warrants with exercise prices from .19 to .30
Current PPS of CWBYF.OB: $0.05
Interesting to note:
If I'm reading that filing correctly , back in April and May of 2006 Carthew got some cash from Yorkville f/k/a Cornell by way of Convertible Debentures. (The warrants YAGI now holds derived from those deals.)
One deal was for $1,500,000 and the other was for $420,000.
Notes following the descriptions of those 2006 deals in today's 6-K say:
"All outstanding $1,500,000 USD Convertible Debentures were forgiven on August 1, 2007 (Note 1)."
"All outstanding $420,000 Convertible Debentures were forgiven on August 1, 2007 (Note 1)."
I can't find "Note 1" but there is another reference or two to "Note 1" which may explain the 'forgiveness'
"2062540 Ontario Inc. and Astris s.r.o. were sold on August 1, 2007. (See Note 1)
All material inter-company transactions and balances have been eliminated on consolidation."
Anyway, Yorkville still holds the 3.2mill warrants.
jonesie
Thanks for your input.
No.
So you just ruled out anyone buying NEOM?
I obviously do.
It's gotten me to being much smarter with regards to other stocks in similar situations , and 130+ other people seem to find value in my 'nitpicking' as evidenced by the boardmarks on an informational 'public service-oriented' board I created out of thin air.
I'm glad you liked the network graphic. It didn't magically materialize all on its own.
Just because it's going on everywhere doesn't mean NeoMedia won't get my full attention. At one point in time lynchings were going on everywhere too.
Your avocational suggestion is duly noted.
Your opinion on ways to win a battle is duly noted as well. One step at a time I suppose.
jonesie
Yorkville / Cornell Tracking Board #board-9964
"I can think of no more valuable commodity than information"
Funny indeed.
Someone actually said that?
I suppose ethically and logically (legally?) the company could be 'liable' for promises such as that one.
As 'liable' as they ever are , anyway lol.
What a setup. How would it be if we all had 'Safe Harbor' cards we could pass out or hand to bosses or customers or clients. That way we could just say "I know I told you I was going to do this" or "I know I said we would ship your product after you paid for it" but "I'm protected by this Safe Harbor thingy here and I don't really ever have to do anything I said I would. And you have to give me my bonus anyway.
Nothing would ever get done.
Oops , that's exactly what has happened.
Life in the land of fully-reporting otcbb stocks lol.
jonesie
"$190Mil. tax loss carry over, which probably equates to a $45Mil. savings to a take-over candidate"
So someone could pay $45 mill for NEOM and basically be getting whatever might be worth anything for 'net' free. Seems like someone would have done that already , that's a great deal if you drop all the salaried people and just keep the patents.
"and just how much is the IP worth once the PTO clears the reexam process?"
See above. Oddly , even at potentially 'no cost' to a buyer , nobody has ponied up.
"the infrastructure plumbing that CH laid"
What plumbing? We haven't heard anything about any infrastructure plumbing. Maybe none got laid and that's why he's gone in lieu of Iain. Maybe CH wouldn't put out a puff PR once he determined there were no plumbing tools available to use to install any plumbing , and he got replaced.
"ecosystem that is cross-border, cross-carrier and cross-currency"
That is a nice phrase , I liked it when CH said it to me too.
"Are we on the deck with a carrier"
My guess is no.
"are we going to be embedded by an OEM?"
Ditto.
"What mobile ticketing initiatives such as the IATA is Gavitec working on that will produce revenue producing results."
If history is any guide .....
Did I hear it wrong this morning , but on the subject of IATA and paperless ticketing , I heard someone say on a news program that all a traveler needs now is a code number and proper identification. They might have had it wrong , or I might have heard it wrong , but it doesn't even sound like anyone needs a barcode showing up on their cellphone screen for a Gavitec scanner to scan.
"In short, we need to know these as well as many other answers"
We sure do. I'm just concerned that we have all the answers already. How does YAGI make this work out to benefit them? I've outlined at least one way , and that way doesn't benefit common shareholders.
"the direction we've left and the next level we are going to, all as discussed in last Thursdays PR"
You're talking bout the headline NeoMedia Appoints CEO -- Iain McCready Joins to Take NeoMedia to the Next Level?
There wasn't actually any discussion of that.
Hopefully there will be , but I somehow think we're a long ways from "definitive".
Time will tell.
JMO
jonesie
That reader has some nice features
I had not seen these posted before
- Automatic barcode recognition using onboard phone camera using ZXing
(does that mean it will figure out what type of barcode it's looking at and decipher/link accordingly?)
- Shows CD, DVD, or book cover along with detailed reviews from Amazon.com
(I guess that's about par for the course)
- Searches over a dozen stores, both online and brick+mortar
(That's more than the last time I used Scanbuy's reader)
- Highlights brick+mortar stores that are nearby, with option to call the store or get directions
(Now that's nice, LBS eh?)
- Links to online storefronts to buy online from the phone
(Par for the course right?)
- Tracklisting for CDs, along with option to play sample tracks right on phone
(Not bad, especially if you're trying to make sure you get the right CD and might be a little confused about the title of the song you are remembering)
- For books, searches local libraries to see if they have a copy
(Merchants won't like that lol, but that's a great idea.)
So, was NeoReader even in the running or was NEOM exhausted after getting that guy to tweak it to work on a demo iPhone?
jonesie
This link may have already been posted ...(edited)
... if so, sorry.
(edited to add: You'll most likely need to copy/paste the entire link below into your browser's url field as the ^ symbol seems to want to cause a break in what would ordinarily be a clickable link.)
http://ih.advfn.com/p.php?pid=trades&cb=1212093135&symbol=NB^NEOM&java_vm=sun&fp=9.0.115
Kind of a rough 'quick look' at buy/sell ratio for the day.
I know, for every buy there's a sell and for every sell there's a buy ... but I suppose there is something to be said for whether the transaction takes place at or closer to the bid or ask, especially when these MM's are involved in sub-penny stocks.
From the 'help' for that particular ihub feature:
"The 'Bid' was the price at which a Market Maker was willing to buy the stock.
The 'Offer' was the price at which a Market Maker was willing to sell the stock.
The 'Time' column indicates when the particular trade took place (or at least the time when the report was sent to the Exchange by the broker).
The 'Buy', 'Sell' and '?' columns - Where the 'Price' is closest to the 'Offer' price, the trade is considered a 'Buy'. Where it is closest to the 'Bid' price, the trade is considered to be a 'Sell'. Where it is dead centre between 'Bid' and 'Offer', it appears in the '?' column; this indicates that the trade cannot be identified as either a 'Buy' or a 'Sell'.
The 'Buy %' column is a graphical representation of the ratio of Buy : Sell : ?
The 'T.Buy', 'T.Sell' and 'T.?' columns represent a daily running total of quantities for each type of trade."
MONTHLY PRODUCTION REPORT
Looks like another week has come and gone with no report of Production for February.
And here we are at the end of May.
Not even a report for the S. Belridge or Edison oil wells, or Moffat or any other gas wells.
Maybe next week.
HDSN not on the Ask , for a change (edited)
I spoke too soon. HDSN's back on the Ask at .0033
ISON : Some minor YAGI conversions
From yesterday's 8-K
http://www.sec.gov/Archives/edgar/data/1023966/000110465908036279/a08-15374_18k.htm
Item 3.02 - Unregistered Sale of Equity Securities
In May, June and November 2006 and April 2007 Isonics Corporation (“Isonics") issued YA Global Investments, L.P. (“YA Global"), formerly known as Cornell Capital Partners, LP, a total of four convertible debentures having an aggregate face amount of $18,000,000. On both May 9, 2008 and May 21, 2008, YA Global converted a portion of the debenture originally issued in May 2006 (the “May 2006 Debenture") into shares of Isonics common stock to partially satisfy the amount due under that debenture. On those dates YA Global did not convert any portion of the debentures originally issued in June and November 2006 or April 2007 into shares of our common stock, and therefore the amounts due under those debentures were not reduced. The following sets forth the information required by Item 701 of Regulation S-K in connection with the issuances:
1. On May 9, 2008 YA Global converted $18,200 of face amount of the May 2006 Debenture into 777,778 shares of Isonics common stock.
(a) The transaction was completed effective as of the date stated above.
(b) There was no placement agent or underwriter for the transaction.
(c) The shares were not issued in consideration for cash, however the amount due under the May 2006 Debenture was reduced by $18,200.
(d) We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the Securities Act of 1933 for this transaction. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided YA Global with disclosure of all aspects of our business, including our reports filed with the Securities and Exchange Commission, our press releases, and other financial, business, and corporate information. We believe that YA Global obtained all information regarding Isonics it requested, received answers to all questions it (and its advisors) posed, and otherwise understood the risks of accepting our securities for investment purposes. Further, based on representations previously made to us, we believe that YA Global is an accredited investor.
(e) The common stock issued in this transaction is not convertible or exchangeable.
2. On May 21, 2008 YA Global converted $16,000 of face amount of the May 2006 Debenture into 812,183 shares of Isonics common stock.
(a) The transaction was completed effective as stated above.
(b) There was no placement agent or underwriter for this transaction.
(c) The shares were not sold for cash, however the amount due under the May 2006 Debenture was reduced by $16,000.
(d) We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the Securities Act of 1933 for this transaction. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided YA Global with disclosure of all aspects of our business, including our reports filed with the Securities and Exchange Commission, our press releases, and other financial, business, and corporate information. We believe that YA Global obtained all information regarding Isonics it requested, received answers to all questions it (and its advisors) posed, and otherwise understood the risks of accepting our securities for investment purposes. Further, based on representations previously made to us, we believe that YA Global is an accredited investor.
(e) The common stock issued in this transaction is not convertible or exchangeable.
TOP INSTITUTIONAL & MUTUAL FUND HOLDERS
Many positions have been updated through 3/31/08 on the relevant Yahoo! page , with the rest being updated at least through 11/30/07.
Top Institutional Holders up 17% since the Aug/Oct07 timeframe , from 1,564,720 to 1,829,037 for a net change of +264,317 shares.
Two new Institutions in this category , Credit Agricole S.A. taking a large stake & Peak6 Investments, L.P.
Dresdner Bank AG shows -0- now , as does Touchstone.
Top Mutual Fund Holders down 6% since the Aug/Oct07 timeframe , from 808,079 to 761,855 for a net change of -46,224 shares.
No new holders in this category , but DFA US Core Equity 2 and Quantitative Master popped back in (probably weren't gone, I think Yahoo!'s tracking of this is 'iffy' at best).
College Retirement EQ and Vanguard Balanced show -0- now.
Total net change: +218,093 shares for a +9.2% increase in Institutional Holdings , with the overall total of 2,590,892 shares nearing the record Inst/MutFund holdings of 2,742,000 from the May/June06 timeframe.
Number of Institutions holding shares now 28 , up from 24.
Insiders and 5% owners holding 15% , no change.
Institutional and Mutual Fund owners holding 9% , up from 7%.
jonesie
"lawyers have been holding their collective breaths"
More than just them.
"at least one of the lawyers working on the acquisitions"
You saw the earlier posts about who worked for who and when.
And there were posts a long time ago about some of the , oh , er , 'odd' appearances of the same names on both sides of some of these deals.
Siphoning money out of the accounts of trader/investors who think they are investing in real business plans of companies traded on the otcbb is quite a lucrative business and these networks don't occur by happenstance IMO. There's an express purpose.
http://www.fotothing.com/photos/us/25915.jpg
Management wasn't overmatched. Certain people knew exactly what they were doing , their bios say they knew exactly what they were doing , their experience says they knew exactly what they were doing , and I have no reason to disbelieve them.
http://64.233.167.104/search?q=cache:Y66x6zMF5M0J:www.usbusinessfinance.com/fritz.html
While NEOM was first being strangled with the ligature of Toxic Financing from YA/Cornell , the company's consultant (AR) and chairman of the board (CF) at different times were employed by a firm that essentially offered a service similar to YA/Cornell.
http://www.usbusinessfinance.com/partners.html
http://web.archive.org/web/20040903165710/http:/usbusinessfinance.com/refkin.html
Management overmatched? Hmm. However anyone internalizing anything they said at face value , or repeating anything they said , was clearly overmatched.
JMO
jonesie
2,200,000 share trade at .003 7 min's before the close
Chip was there less than a year and as nearly as we can tell didn't accomplish anything , subs' sales/giveaways were put in the works already by G.O. , I suppose Chip hired some people but it's hard to know who besides Frank and Terry and if any of the others are still there.
So we had a year-long clock running and it seemed like 'maybe' if something was going to happen it would be soon.
Since Chip's leaving 'probably' foretells nothing good around the corner , I suppose another clock starts running now with Iain's arrival.
Good luck to us!
jonesie
I should have known ...
... it might have been brought up, sorry for the dup.
I just thought it was pretty funny. When it's a long filing I just do a quick find/replace in a text editor and replace the 'bad' ones with ".
jonesie
One more smiley
When I copy/paste passages from SEC filings , whenever certain quotation marks are used they come through as smileys in the iHub post:
"a common stock purchase warrant (the “Warrant”)"
") won't do it , but the ” ) will ”)
Looks funny to have smileyfaces all throughout a SEC filing lol