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HOLD THEM OFF? hmmm?
OK - Here is the picture >
Mr CD Financeer has loaned lots of CASH to DLAV
He is holding Unregistered shares>
882,353,000 shares of our common stock
CONVERSION PRICE = $.00017
1,153,846,000 shares of our common stock.
CONVERSION PRICE = $.00013
YOU THINK HE IS NOT GOING TO SELL when stock is at .01 - .025!
BETTER HAVE MORE THEN ONE 800# GORILLA AND A WHOLE LOT OF CASH TO HOLD HIM OFF > BECAUSE IMPO HE IS A MONSTER SELLER - BULLS BEARS MAKE MONEY PIGS GET SLAUGHTERED? ANYONE WOULD BE MONSTER PIG TO HOLD OUT .00017 SELL FOR .01 !
WERE DO SEE IT WAS RETRACTED? PLEASE SHOW ME THE FILING? I SEE AN 8K THAT SAYS THEY FAILED TO REGISTER THE 4.7 BILLION SHARES BUT THAT IN NO WAY MEANS THEY ARE NOT IN HANDS OF THE FINANCEERS, BY FAR MY FRIEND!
I am not talking about the warrants? You are mistaken - Plus do you know what the 8K from 2 days ago said ? They FAILED to register the 4.7 billion shares - that is what is known as a default on the agreement. Get real - you guys are getting hosed on this board by a group that no doubt controls a billiooooon plus shares. IMO
Bojax > do you know how to read > please go read thru the latest filing - it is all right there - please dont think I am making anything up - I dont know this stock very well - but I DO KNOW HOW TO READ A FILING . Here it is for you.
These are "unregistered shares" > If you go back you will see DLAV is attemtping to register almost 5 billion shares - but it appears to have failed - now they will just sell unregistered - have lawyer give opinion letters - they will dump in system - read the filing - I dont make this stuff up.... Read the latest 10q - plus the last few 8KS - and you will see it all matches up.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on December 15, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
The following closings have occurred under the Agreement:
o On December 15, 2006, the Investors purchased $250,000 in December 2006 Notes and received December 2006 Warrants to purchase 1,388,500 shares of the Company’s common stock
o On January 16, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On February 12, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On March 15, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On April 13, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On May 11, 2007 the Investors purchased $50,000 in December 2006 Notes and received December 2006 Warrants to purchase 283,333 shares of the Company’s common stock
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on May 25, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
The following closings have occurred under the Agreement:
o On May 30. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On June 20. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On July 25. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On August 31. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On September 21. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On October 11. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
In addition, provided that all of the conditions in the Securities Purchase Agreement are satisfied, on the final business day of each month until the full amount under the Agreement has been purchased, the Company will issue to the Investors and the Investors will purchase $125,000 in Notes and related Warrants. The Company or a majority in interest of the Investors may terminate the obligation to issue additional Notes and Warrants upon 30 days notice.
The Notes bear interest at 8%, mature two years from the date of issuance, and are convertible into our common stock, at the Investors' option, at a conversion price, equal to the lower of (i) $0.05 or (ii) 25% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. As of September 21, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $.001 and, 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.
Also, as of October 11, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board 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.
We may prepay the Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the callable secured convertible. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, we have granted the Investors a security interest in substantially all of our assets and intellectual property as well as registration rights.
The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.05 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market.
LOL IF THAT IS NOT THE BIGGEST PAID TOUT AGENDA SPEW I HAVE EVER SEEN! POSTERS BE CLEAR . THIS GUYS IS HOLDING SOME OF THE NEWLY ISSUED UNREGISTERED 2 BILLION SHARES! IMO OF COURSE LOL - WOW.....
EXCUSE ME? I WOULD SUGGEST U READ THE LATEST FILINGS - HERE IS THE LINK - DLAV HAS SOLD ALMOST 2 BILLION UNREGISTERED SHARES RECENTLY >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/v094299_10qsb.htm
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on December 15, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
The following closings have occurred under the Agreement:
o On December 15, 2006, the Investors purchased $250,000 in December 2006 Notes and received December 2006 Warrants to purchase 1,388,500 shares of the Company’s common stock
o On January 16, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On February 12, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On March 15, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On April 13, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On May 11, 2007 the Investors purchased $50,000 in December 2006 Notes and received December 2006 Warrants to purchase 283,333 shares of the Company’s common stock
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on May 25, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
The following closings have occurred under the Agreement:
o On May 30. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On June 20. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On July 25. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On August 31. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On September 21. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On October 11. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
In addition, provided that all of the conditions in the Securities Purchase Agreement are satisfied, on the final business day of each month until the full amount under the Agreement has been purchased, the Company will issue to the Investors and the Investors will purchase $125,000 in Notes and related Warrants. The Company or a majority in interest of the Investors may terminate the obligation to issue additional Notes and Warrants upon 30 days notice.
The Notes bear interest at 8%, mature two years from the date of issuance, and are convertible into our common stock, at the Investors' option, at a conversion price, equal to the lower of (i) $0.05 or (ii) 25% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. As of September 21, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $.001 and, 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.
Also, as of October 11, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board 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.
We may prepay the Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the callable secured convertible. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, we have granted the Investors a security interest in substantially all of our assets and intellectual property as well as registration rights.
The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.05 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market.
I have one question for Joe Lanza ?
WHY DID YOU STOP THE AUDITS?
WHY DOES BDGR STILL HAVE NO AUDITS AFTER YEARS OF PROMISES?
Not looking to bash or be disrespectful but these 2 questions MUST be addressed ASAP.
I think u may be off by a few shares > Like a BILLION + You missed the most important part of the paragraph >
"In addition, provided that all of the conditions in the Securities Purchase Agreement are satisfied"
The failure to register the 4.7 BILLION shares was one of the conditions of the agreement , read the registration rights etc..... in the last 8-k and previous 8-ks, The withdrawal of the registration is not good news UNLESS they announce a NEW DEAL with better terms - However the note holders will want compensation for the rework - but maybe they have something better to announce - However reading the Latest 10Q they have borrowed from everyone including Chris Carey childrens trust funds!
I think it is best I keep away from this stock - I have never read a filing so full of loans and re-loans and such.... WOW - This company may have great product but the share structure is crazy messed up. wow.....
Per the filing >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/v094299_10qsb.htm
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on May 25, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
The following closings have occurred under the Agreement:
o On May 30. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On June 20. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On July 25. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On August 31. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On September 21. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On October 11. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
In addition, provided that all of the conditions in the Securities Purchase Agreement are satisfied, on the final business day of each month until the full amount under the Agreement has been purchased, the Company will issue to the Investors and the Investors will purchase $125,000 in Notes and related Warrants. The Company or a majority in interest of the Investors may terminate the obligation to issue additional Notes and Warrants upon 30 days notice.
The Notes bear interest at 8%, mature two years from the date of issuance, and are convertible into our common stock, at the Investors' option, at a conversion price, equal to the lower of (i) $0.05 or (ii) 25% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. As of September 21, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $.001 and, 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.
Also, as of October 11, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board 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.
NYPBLUE > U KNOW I LOVE FILINGS > I POST DIRECTLY FROM FILINGS > I JUST BRIEFLY READ THRU THE LAST 10QSB FILED 11-16-07 > FOUND THIS TRANSACTION BELOW > NO THE CDS ARE NOT GONE - BY FAR > THEY HAVE JUST FAILED TO REGISTER SHARES > DOES NOT MEAN THE CDS ARE GONE THEY JUST ISSUE FREE TRADING NON REGISTERED SECURITIES > PER LATEST FILING > 1.1 BILLION SHARES HIT THE MARKET @ .00013 LATE OCTOBER
FYI > I am truly very interested in this company and technology. Car dealers are my #1 customers for direct mail advertising. Car dealers SPEND HUGE amounts of money for software such as DealerAdvance. It is very interesting to me. AND I LOVE SEC FILINGS > This company seems to have a lot of things that interest me - PLEASE NO PERSONAL ATTACKS NYPDBLUE - I assure you it is not well received by me.
http://www.sec.gov/Archives/edgar/data/1133598/000114420407062754/v094299_10qsb.htm
Also, as of October 11, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board 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
THIS IS THE FULL MONTY >
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on December 15, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
-25-
--------------------------------------------------------------------------------
The following closings have occurred under the Agreement:
o On December 15, 2006, the Investors purchased $250,000 in December 2006 Notes and received December 2006 Warrants to purchase 1,388,500 shares of the Company’s common stock
o On January 16, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On February 12, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On March 15, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On April 13, 2007 the Investors purchased $150,000 in December 2006 Notes and received December 2006 Warrants to purchase 850,000 shares of the Company’s common stock
o On May 11, 2007 the Investors purchased $50,000 in December 2006 Notes and received December 2006 Warrants to purchase 283,333 shares of the Company’s common stock
To obtain funding for its ongoing operations, we entered into a Securities Purchase Agreement (the “Agreement”) with the investors on May 25, 2006 for the sale of (i) $900,000 in callable secured convertible notes (the “Notes”) and (ii) stock purchase warrants (the “Warrants”) to buy 5,000,000 shares of our common stock.
The following closings have occurred under the Agreement:
o On May 30. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On June 20. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On July 25. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On August 31. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On September 21. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
o On October 11. 2007 the Investors purchased $150,000 in May 2007 Notes and received May 2007 Warrants to purchase 850,000 shares of the Company’s common stock
In addition, provided that all of the conditions in the Securities Purchase Agreement are satisfied, on the final business day of each month until the full amount under the Agreement has been purchased, the Company will issue to the Investors and the Investors will purchase $125,000 in Notes and related Warrants. The Company or a majority in interest of the Investors may terminate the obligation to issue additional Notes and Warrants upon 30 days notice.
-26-
--------------------------------------------------------------------------------
The Notes bear interest at 8%, mature two years from the date of issuance, and are convertible into our common stock, at the Investors' option, at a conversion price, equal to the lower of (i) $0.05 or (ii) 25% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. As of September 21, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $.001 and, 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.
Also, as of October 11, 2007, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board 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.
We may prepay the Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the callable secured convertible. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, we have granted the Investors a security interest in substantially all of our assets and intellectual property as well as registration rights.
The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.05 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market.
fringe what is BS? .eom
makincash2 > read thru the original 8-K that outlines the original Convertible - it is all there > They have already received monies , they are contractualy obligated to pay it back , but they obviously have a new plan , you can pay off these CDs w/o the share conversions, If you read thru the entire filing I am sure it will outline the process for repayment w/o share registrations and conversions.
Here is the link >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_8k.htm
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.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The sale of Notes described in Item 1.01 was completed on May 25, 2007. The Company received $150,000 in gross proceeds from the Notes on May 31, 2007. At the closing, the company became obligated to the Investors for $150,000 in face amount of the Notes. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of us.
I agree they must have another plan for financing in place or they will pay all sorts of penalties on the original loans , they must have a new deal in place to pay off the original loans , w/o issuing the underlying shares and warrants , but for sure the original note holders will want to be compensated , but paying more now upfront to get rid of the Conversions may be the best alternative overall.
My only question is > What are the SEC questions they cant answer on time ? I dont see any SEC uploads outlining the issues the SEC has with the registration.
Such withdrawal is requested, as the Company is unable to timely respond to the S.E.C.’s comments at this time. As a result, the Company determined that it should withdraw the SB-2.
not sure about that ? I would think this will be the PR for tomorrow - outlining the reasons for not being able to register the shares. What are the questions they cant answer for the SEC? It does not list specific reasons, only that they cant timely answer some SEC questions?
However > They still owe the money > They still have to pay it back someway and by the wording in the 8K they filed it seems this "could" be a problem UNLESS they have managed to pay off or find alternate funding and buyout the CD.
From the Original filing > They already have received the monies > Now being the have chosen not to respond to the SEC questions and go thru with the registration they need to disclose the new plan to pay off these loans, I think that is the PR upcoming?
I am going to read thru this 8k a little closer - it is a large filing - lets see if it contains the exact outline of penalities for not registering the shares etc and or the contractual ogligations to pay off the loan minus the shares....
http://www.sec.gov/Archives/edgar/data/1133598/000114420407029897/v077360_8k.htm
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.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The sale of Notes described in Item 1.01 was completed on May 25, 2007. The Company received $150,000 in gross proceeds from the Notes on May 31, 2007. At the closing, the company became obligated to the Investors for $150,000 in face amount of the Notes. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of us.
That is old news >?????
I saw DealerAdvance had so many posts last few days. I have begun to do some research, I am in the print and direct mail business, have worked with car dealers and software suppliers most my life, very interesting to me personally.
But I see HMG put out PR few years ago about working with DealerAdvance software? I have feeling that is not the PR, if it is , will be a non event, to me the SEC filing today and financing needs to be addressed, if they fail to register the shares they have issues with the previously announced financing.
Here is OLD PR announcing relationship of HMG and DealerAdvance >
Humphries Marketing Group Signs Distribution Agreement with Stronghold Technologies, Inc.
BASKING RIDGE, N.J.--(BUSINESS WIRE)--July 22, 2004--Stronghold Technologies, Inc. (OTC Bulletin Board:SGHT), the developer of DealerAdvance(TM), an enterprise software system using wireless and Internet technologies for the automotive retail industry, today announced that it had entered into a distribution agreement with Humphries Marketing Group, a marketing and advertising agency for auto retailers, headquartered in Dallas, TX. HMG will combine DealerAdvance(TM) with its innovative sales support processes and tools that are helping dealerships leverage their ad spending.
According to Steven Humphries, CEO of HMG, "DealerAdvance(TM) provides the front end information capture capabilities and the ability to assign follow-up tasks to sales people that will allow us to better monitor the return on marketing expenditures within our dealership customers. Stronghold's system has a proven track record of driving very high levels of follow-up compliance by dealership sales people. This will increase the yield on traffic that our marketing programs are bringing into the dealerships."
"This is our first distribution partnership," commented Chris Carey, CEO of Stronghold. "We are very excited about working with Steve and his staff in increasing the yield on prospects, thereby improving the ROI for his customers. This combination of Steve's innovative and comprehensive approach to driving prospects coupled with the follow-up process improvements through DealerAdvance(TM) will create a very compelling story for auto retailers."
Stronghold Technologies, Inc. (www.strongholdtech.com) is an innovator in applying wireless technology and process improvement methods to increase business efficiency and sales. The Company has developed an integrated wireless technology called DealerAdvance(TM) which, among many features, allows automobile dealers to capture a customer's purchasing requirements, search inventory at multiple locations, locate an appropriate vehicle in stock and print out the necessary forms. Through an integrated CRM (Customer Relationship Management) application, the system sends detailed tasks for prospect and customer follow-up and produces management reports to measure compliance. DealerAdvance(TM) allows sales professionals to increase sales, improve customer follow-up, and reduce administrative costs.
Humphries Marketing Group, LLC (www.humphriesmarketinggroup.com) provides cutting edge innovation in automotive advertising. HMG delivers exceptional creative television, radio and print production with highly targeted, highly visible, result oriented media campaigns. HMG integrates its expertise with a dealership's unique business objectives, resources and expectations.
sorry for the bad link to filing >
http://www.sec.gov/Archives/edgar/data/1133598/000114420407065765/0001144204-07-065765-index.htm
I find this interesting from todays SEC filing >
However, the Company may undertake a private offering in the future in reliance on Securities Act Rule 155(c).
http://app.quotemedia.com/quotetools/showFilingOutline.go?symbol=SGHT&name=DealerAdvance, Inc.: RW&link=http%3A//quotemedia.10kwizard.com/contents.xml%3Fipage%3D5317444%26repo%3Dtenk
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: DealerAdvance, Inc.
Registration Statement on Form SB-2, and as Amended
Filed with the Securities and Exchange Commission on February 14, 2006
(Registration No. 333-131852)
Request for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, DealerAdvance, Inc. (the “Company”) hereby applies for the withdrawal of its original registration statement on Form SB-2, File No. 333-131852, which was filed on February 14, 2006 (the “Registration Statement”).
Such withdrawal is requested, as the Company is unable to timely respond to the S.E.C.’s comments at this time. As a result, the Company determined that it should withdraw the SB-2.
No sales of any of the Company's securities have been completed and the Registration Statement has not been declared effective by the Commission. However, the Company may undertake a private offering in the future in reliance on Securities Act Rule 155(c).
Should you have any comments please contact the Company’s legal counsel, Richard I. Anslow, Esq. at (732) 409-1212.
Very truly yours,
DEALERADVANCE, INC.
The only reason I mention it >
http://www.nisource.com/HCPFactSheet.pdf
Habitat Conservation Plan Fact Sheet
Objective: Develop a collaborative effort with affected states relating to a
comprehensive Habitat Conservation Plan now under development between the
NiSource Gas Transmission & Storage companies and the US Fish and Wildlife
Service.
About NiSource Gas Transmission and Storage
The Gas Transmission & Storage units of NiSource Inc. (NiSource), operate a 17,500-mile network of
interstate natural gas pipelines, offering natural gas transportation and storage services in 17 states.
The company, one of the largest in North America, delivers annually about one trillion cubic feet of
gas to 72 local distribution companies and several hundred gas end-users in southern, northeastern,
mid-western and mid-Atlantic states.
Habitat Conservation Program Development
• Each year, NiSource undertakes numerous projects across its natural gas pipeline system to
repair, upgrade, replace, and expand its natural gas infrastructure. These projects may
involve habitat that is important to the survival and recovery of listed species.
• NiSource’s interstate natural gas pipeline crosses multiple state boundaries and varied
landscapes. Our experience has shown that work in and around pipeline facilities has a
temporary, and for the most part, negligible impact on endangered species or their habitat.
Further, experience also shows that compliance with the ESA carries a significant budgetary
and administrative impact for the pipeline as well as the US Fish & Wildlife Service (Service)
and the state agencies responsible for endangered species conservation.
• In 2005, the company initiated discussions with the Service regarding the application of the
provisions in Section 10 of the Endangered Species Act as it related to the effects on NiSource
projects and normal operation and maintenance of the pipeline system.
• In these discussions, a consensus was reached that the Service and NiSource could develop
a comprehensive multi-state, multi-region Habitat Conservation Plan (HCP) that would extend
to all federally-protected species affected by NiSource’s pipeline system activities. This HCP
would include a mitigation package that would identify measures NiSource would take to
avoid, minimize, and mitigate the potential impact to covered species to the maximum extent
practicable.
• The filing and approval of an HCP could result in the issuance of an Incidental Take Permit
(ITP) by the Service.
(?) HCPs are voluntary agreements drawn up by private landowners and
local or state agencies, if applicable, which enable a given
project to go forward on land utilized by endangered or
threatened species, as long as the project minimizes and
mitigates the impact to these species. The plan further
acknowledges that some individuals of a species may be lost 'Iin
the pursuit of otherwise lawful activities," but ensures that the greater population will benefit.
ANOTHER SEC INVESTIGATION INTO A KNOWN GFCI STOCK PROMOTER
Here is the promotion
http://www.thenewssvc.com/CTBG011906.html
Paid for by > ATN Enterprises LLC
Here is the complete SEC complaint against ATN Enterprises >
http://www.sec.gov/litigation/complaints/2007/comp20302.pdf
Here is the SEC news release >
http://www.sec.gov/litigation/litreleases/2007/lr20302.htm
I do NOT see Grifco mentioned specifically, but you know were there is smoke....? How about someone ask Jim Dial if he has spoken to Leslie Hughes> I wonder if she knows about the GFCI promotions paid for by ATN Enterprises ?
Leslie J Hughes
Attorney for the SEC
303-844-1000
HughesLJ@sec.gov
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 20302 / September 27, 2007
SEC v. Phillip W. Offill, Jr., David B. Stocker, Shane A. Mullholand, Ryan M. Reynolds, Timothy T. Page, Steven P. Fischer, Curtis-Case, Inc., RSMR Capital Group, Inc., Dissemination Services, L.L.C., Page Properties, L.P., ATN Enterprises, L.L.C., Timothy B. Barham, Ballad Enterprises, Inc., and Bellatalia, L.P., Civil Action No. 3:07-cv-01643 (N.D. Tex.)
On September 26, 2007, the United States Securities and Exchange Commission filed a civil complaint against six individuals and five entities, alleging that they engaged in a scheme to evade the registration requirements of the federal securities laws in connection with their sales of shares of six public companies. The complaint alleges that six companies purported to sell their stock to accredited investors in transactions exempt from registration under Rule 504 of Regulation D. In fact, the complaint alleges, the accredited investors were underwriters who immediately resold their stock to the public without registering the transactions with the Commission, thereby precluding any exemption.
The complaint names as defendants Phillip W. Offill, Jr., of Dallas, Texas, and David Stocker, of Phoenix, Arizona, two attorneys who worked on the offerings. According to the complaint, Stocker directed the six companies to issue shares to six Texas entities which represented they were holding the shares for investment. However, five of the Texas entities were controlled by Offill, who immediately transferred the shares to Curtis-Case, Inc., a company controlled by Stocker. Stocker then sold the shares to the public. The complaint also names as defendants Texas residents, Shane A. Mullholand, Ryan M. Reynolds, and Timothy T. Page, who located companies that needed to raise capital. They introduced the companies to Stocker, and then acting through entities they controlled received and sold stock to the public to provide capital to the companies. The complaint alleges that these individuals kept profits from the sales far in excess of funds that they provided to the six companies. The complaint also alleges that Mullholand, Reynolds, Page, and their entities unlawfully acted as unregistered broker-dealers.
The complaint further alleges that Mullholand and Reynolds transferred some of their stock in three of the offerings to ATN Enterprises, LLC, a company owned by Steven P. Fischer, a Florida resident, who sold it to the public to raise funds for promotional campaigns for three of the companies and for his own personal profit. Fischer allegedly provided a portion of his profits to Timothy B. Barham as compensation for his introduction to Mullholand and Reynolds.
Offill, Stocker, Mullholand, Reynolds, Page, and Fischer are charged with violating the securities registration provisions of the federal securities laws, Sections 5(a) and (c) of the Securities Act of 1933. The complaint also charges the following entities with violating Sections 5(a) and (c): Curtis-Case, Inc. (controlled by Stocker); RSMR Capital Group, Inc. (controlled by Mullholand and Reynolds); Dissemination Services, L.L.C. (owned by Mullholand, and which provided funds to Reynolds); Page Properties, L.P. (controlled by Page), and ATN Enterprises, L.L.C. (controlled by Fischer). The complaint further charges Mullholand, Reynolds, Page, RSMR Capital Group, Dissemination Services, and Page Properties with violating Section 15(a) of the Securities Exchange Act of 1934, which prohibits persons from acting as brokers or dealers without registration with the Commission.
The Commission seeks permanent injunctions against Offill, Stocker, Mullholand, Reynolds, Page, Fischer, and the entity defendants. The Commission also seeks an accounting and disgorgement of ill-gotten gains from the stock sales, pre-judgment and post-judgment interest, civil penalties, and bars from participating in penny stock offerings. Finally, the complaint names Barham, Ballad Enterprises, Inc. (controlled by Barham), and Bellatalia L.P. (controlled by Reynolds) as relief defendants, and seeks disgorgement from them of money that they received which can be traced to proceeds from unlawful stock sales.
BID AND ASK BOTH .0001 > How can u tell if it was the Bid? we have NOT seen the ASK uptick to .0002 in a LONG LONG LONG LONG time.
CTBG = .06 > GFCI = .009 > FTXN = .0053 WOW CEO JIM DIAL STANK IS STRONG AND LONG LASTING.eom
Time & Sales
Price Size Exch Time
0.06 500 OTO 15:59:59
0.056 20000 OTO 15:59:40
0.056 20000 OTO 15:59:18
0.056 40000 OTO 15:58:18
0.06 235000 OTO 15:51:08
0.056 15000 OTO 15:50:48
0.056 10000 OTO 15:50:48
0.058 25000 OTO 15:50:48
0.06 500 OTO 15:47:56
0.056 122 OTO 15:44:38
0.06 378 OTO 15:44:08
0.055 51000 OTO 15:43:43
hans here is some more info on the report you note > this is the company that put out this report > they do generic type reports for hundereds fo companies.
http://www.pechala.com/
Author: Lubomir Pechala
Contributor: Pechala's Reports
CTBG $.06 close was funny looking when u review the trades > Got to love those 500 share trades! Something is up with CTBG for sure , might be the next TX tool play lol! I got out , sold @ .049 today, bought few calls on ETFC , will re-enter CTBG if, IF , I can get back in UNDER .03 - prefer .025 , will keep me eyes on it , but someone is selling millions of shares , who has millions to dump? Plus look at this close? something up for sure.....
Time & Sales
Price Size Exch Time
0.06 500 OTO 15:47:56
0.056 122 OTO 15:44:38
0.06 378 OTO 15:44:08
0.055 51000 OTO 15:43:43
0.054 50850 OTO 15:43:43
best of luck to you!.eom
Hello? spkul8 > I would appreciate you to at least confirm I was correct and yes in FACT MSITF CEO TALBOT was penalized by Canadian regulators for a securities violation AND IN FACT he has had more then (1) investigation into his companies securities by various government and judicial authorities.
Answer me this.? Does Talbot own Vscan or is it licensed kit from a 3rd party that sells the same kits under different names to many others > Meaning is Talbot himself just a distributor > ?
Here is some interesting DD into MSITF and VSCAM
MAY 2004 - Capitol Diagnostic had rights to manufacture, market and distribute V-Scan HIV-1 and HIV 2 test kits
HOW CAN THAT BE IF MISTF HAS "EXCLUSIVE LICENSE" TO DO THE SAME THING? PRETTY CLEAR HUGE RED FLAG IMO
http://www.lsfmontreal.com/Files/PDF/CBN%20Newsletter/13-18.pdf
Toronto At its Annual, General and Special meeting of
shareholders, Capital Diagnostic Corp. (formerly Veris
Biotechnology Corp.) approved the consolidation of the
issued common shares on the basis of one new for each five
old resulting in the issued capital consisting of approximately
7,996,600 new common shares and the issuance of up to
6,000,000 post consolidation common shares for private
placements for working capital purposes. The corporation
has rights to manufacture, market and distribute V-Scan HIV-
1 and HIV 2 test kits, which offer an inexpensive and
technically simple test to detect the principle antibodies
associated with HIV and AIDS. It is also in negotiations to
acquire distribution rights for several other types of test kits.
Ill accept an apology? or should I post some more for you?
CEO TALBOT:#1 gauge of future performance is past actions
Link:
http://www.canadianbusiness.com/article.jsp?content=41469&page=1
As early as 1994, Talbot was chairman of Trac Industries Inc., a Pickering, Ont.-based industrial products company listed on the Toronto Stock Exchange. A collection of small businesses, it was delisted by the TSE because it failed to meet listing requirements and ended up on the over-the-counter Canadian Dealing Network (CDN). In 1994, Talbot incorporated a company called Hotel de Health Inc. in Alberta. The next year, Trac bought a controlling interest in that company for $1.2 million. Talbot also distributed Hotel de Health shares to individual investors without being registered and without filing a prospectus. In February 1996, after it found that Talbot had illegally distributed Trac shares, the Alberta Securities Commission slapped him with an enforcement order prohibiting him from trading any securities or acting as a director or officer of any issuing company in the province for nine months.
Talbot's history on the public stock markets is similarly controversial. In January 1998, Medical Resorts filed for a listing on the Over-the-Counter Bulletin Board in the US, which, the company explained, was quickly downgraded to the Pink Sheets "as a result of US regulatory changes." This market features small and thinly traded high-risk companies that don't meet listing requirements on larger national exchanges and often don't file audited financial statements with the US Securities and Exchange Commission. "It's the jungle," says Larry Woods, an independent technology analyst familiar with the market.
The Pink Sheets listing proved useful to Medical Resorts. In late 1999, the Canadian Dealing Network halted trading in the company's Canadian stock because of a massive discrepancy between how many shares it claimed to have outstanding and the actual number. Months later, the company claimed it was still trying to resume trading, but never succeeded. "They certainly didn't respond adequately to CDN's request for information," says Carolyn Davis, an investigator with the Ontario Securities Commission (OSC) who is familiar with the case. Talbot says his company resolved the issue with an audit, but decided not to resume trading because the CDN later merged with the Canadian Venture Exchange. "We felt that going on the CDNX wasn't going to be worth the effort, so we never bothered to file the application," he says
Talbot Fabricated Evidence
and was declared a porblem in a court of law.
My evidence for this is the actual court transcript which is below.
If you read it you will see that the judge basically called both Talbot and Weidemier liars.
http://www.albertacourts.ab.ca/jdb/1998-2003/qb/Civil/2003/2003abqb0301.pdf
POST FROM RAGING BULL>
http://ragingbull.quote.com/mboard/boards.cgi?board=MSITF&read=83780
BY:
By: TheFraudStopper
12 Jul 2007, 01:04 PM EDT
Ill post a few for you - here is one of MANY issues - Since you asked :)
Stockwatch has
learned that a number of complaints have been made and that Medical Resorts
has, in fact, been under investigation.
Among the disclosure issues that regulators have been examining are insider
trading reports, or the lack thereof, for Medical Resorts. They have also
been reviewing the company's financial statements, attempting to reconcile
the quarterly reports with the audited financial statements, no small task.
Perhaps most significantly, the OSC has been examining some of the puzzling
share transactions and disclosures regarding share issuance. Regulators
believe that far more shares of the company have been issued than have been
reported in a timely fashion in accordance with disclosure requirements.
Some Medical Resorts shareholders who rely on the company's news releases
may be surprised to learn that the total may well be in the neighbourhood
of 100 million shares issued and outstanding; perhaps as surprised as they
were to learn of the Lignex proposal to acquire IBC.
When you do the DD into MSITF foundation, the beginnings, and CEO past and present, it is clearly a RED FLAG company. Here is some info from the beginning of Medical Resorts >
Lignex acquisition announcement holds many surprises
Lignex Inc LGNX
Shares issued 27,384,941 Jun 29 close $0.18
Fri 30 Jun 2000 Street Wire
Also Medical Resorts International Inc (Q:MRINF)
Also Medical Resorts International Inc (MDRE)
FROM KITTY LITTER TO HIV TEST KITS. PERHAPS
by Stockwatch Business Reporter
Lignex Inc., a Toronto-based shell, surprised many shareholders with an
announcement on June 12 that it had entered into a letter of agreement to
acquire control of International Biotech Corp. of Edmonton in a cash and
share transaction. Given the effort to have the news release withdrawn
several hours after it had been distributed, it seems that the announcement
also surprised regulators at the Canadian Dealing Network (CDN) and trading
in the stock was halted pending clarification of the company's affairs.
According to Lignex director Roger Kirby, a draft announcement regarding
the acquisition of IBC, a company that claims to have the right to
manufacture, distribute and market worldwide a home test kit for HIV, was
sent to Canada Newswire by the company's attorney with instructions that it
could be distributed following notification from the lawyer. "Well,
inadvertently, one of their U.S. affiliates released it," Mr. Kirby says.
"CDN said, 'That's a no-no, we haven't seen it,' and doo-da, doo-da, so
they put a halt on the stock."
Les Forde, a surveillance official, says that it is CDN policy to review
all news releases prior to distribution and that is what "usually" happens.
If, as in the case of Lignex, one happens to be inadvertently released, the
CDN might remain unaware of it unless alerted to unusual trading activity
by its automated monitoring program. Mr. Forde points out that the
monitoring system did trigger an alert early in May when there was a sudden
interest in the very thinly traded stock. On May 8, only one transaction
for 20,000 shares at 1.5 cents was recorded but on May 10 the stock was
apparently in hot demand. It was halted until Lignex issued a release
announcing that it had entered into a private placement agreement with four
investors for a total of 11 million shares at 1.5 cents per share. Trading
resumed the same day with 3,641,500 shares changing hands and the stock
touching 20 cents before closing at 13 cents.
According to Mr. Forde, it is not unusual for a stock to tally such numbers
following the announcement of a private placement. The apparently banal
trading activity continued with 2,265,550 shares changing hands on May 11
and 6,246,100 shares trading on May 12 at prices ranging from 10 cents to
16 cents. Indeed, in the 22 trading days from May 10 until June 9 more than
25 million Lignex shares were churned with the stock hitting a 52-week high
of 25 cents on June 9. That total is just under the 27,384,941 shares
issued and outstanding. Given the average daily volume in excess of one
million shares during that period, it is perhaps not surprising that the
948,200 shares traded on June 12, the day of the unauthorized news release,
did not trigger an alert at the CDN. It appears that the news release was
brought to the attention of the CDN by an outside market observer and
trading was subsequently halted.
Two days later, apparently having provided sufficient clarification to
satisfy the CDN, Lignex again issued an announcement of the proposed
acquisition of IBC and the stock resumed trading. "I can't tell very much
difference between the second one and the first one, to tell you the
God-honest truth; where the second one was the one that was approved," Mr.
Kirby remarks. Indeed, the authorized and approved news release on June 14
contains the same details regarding the acquisition of IBC as the earlier
errant release. The deal, consisting of an undisclosed amount of cash and
14.5 million shares of Lignex, is expected to close by the end of June.
According to Mr. Kirby, the acquisition will still need shareholder
approval at the company's annual general and special shareholder meeting
scheduled for July 20.
While the acquisition details were unchanged, the second release did
contain new information regarding the company's status on the CDN following
the resumption of trading. Lignex shares can be traded through authorized
dealers and trades will be reported through the CDN, but quotation of the
shares has been discontinued. The CDN's Mr. Forde says that the move from
the quoted market to the reported market came as a result of Lignex's
change of business. According to Mr. Kirby and the news release, Lignex
intends to apply to reinstate quotation of its shares after the shareholder
meeting on July 20. In the meantime, transactions are far less transparent
to investors than they would be if the shares were quoted.
In addition to the lack of transparency with respect to Lignex trading,
there is much about the proposed deal and the companies involved that is
far from clear. The hapless Mr. Kirby, who is listed as the contact person
on Lignex news releases, was not able to throw much light on matters. He
could offer only sketchy information regarding Lignex and the IBC deal and,
beyond a vague recollection that the company "was going to do some building
products or some such thing," he knew little about the company's history
prior to when he joined the board of directors in April, 1999.
In fact, one of Lignex's early ventures was in the field of building
products. Following a consolidation on the basis of 1 new share for each 9
old shares in September, 1995, Lignex had 503,856 shares issued and
outstanding, paving the way for an agreement entered into on June 5, 1995.
Under that agreement, the company acquired 3,166,672 shares of Moulded
Strandboard Corp. (MSC), a private company with the North American rights
in perpetuity for certain designs and processes for the manufacture of
moulded pallets from waste wood, in exchange for 9.5 million
postconsolidation shares of Lignex. The deal received regulatory approval
and was approved by Lignex shareholders in September, 1996. As a result of
the reverse takeover, the shareholders of MSC held 94.97 per cent of the
shares of Lignex.
In February, 1997, Lignex acquired 51 per cent of Moulded Strandboard
International (MSI), a private Bahamian company with the world rights,
apart from North America, for the moulded pallets in exchange for eight
million shares. MSI, controlled by the same people as MSC, was inactive at
the time of the transaction. Evidently the strandboard venture seemed so
promising that Lignex picked up another 25 per cent of MSC at the same time
by issuing an additional 2,116,760 shares.
Lignex also attempted to venture into the exotic hardwood market,
announcing in February, 1997, that it had entered into an agreement to
purchase all the outstanding shares of IPEC International, a company with
hardwood timber properties in Costa Rica. In spite of a promising
announcement in March that a timber inventory was being conducted on the
properties, that deal apparently collapsed.
The company reportedly also clawed for a share of the kitty litter market
at one time, announcing in January of 1997 that it had orders for its
product from major retailers in the United States. That component of the
company's business plan seems to have vanished into the mists of corporate
history.
By the time the company's audited statements for the year ended July 31,
1997, were compiled, reverse takeover accounting was not required.
According to the notes to the financial statements, a group of MSC
shareholders had sold their interests in Lignex during the year, resulting
in a change of control. It was a timely exit inasmuch as the audited
statements for the year ended July 31, 1998, indicated that the company was
in dire need of cash and if it could not raise additional capital, the
recorded value of its strandboard technology and rights would be written
down to net realizable value. That is precisely what happened; the notes to
the financial statements the following year reported that both MSC and MSI
had formally discontinued operations and had been written off.
With the kitty litter market apparently dried up, the strandboard venture
unravelled, the exotic hardwood dream scrapped and no investor interest in
actually paying money for Lignex paper by participating in a financing, the
board of directors resigned en masse in April, 1999. They were replaced by
Michel Van Herreweghe of Fort Lauderdale, Fla., as president, Francoise
Jacquel, as secretary, and Mr. Kirby, who apparently drew the investor
relations assignment for the shell.
Mr. Kirby, if his duties in fact entail providing information about the
company, is ill-prepared for that assignment, perhaps through no fault of
his own. He was surprised to hear that Lignex trades in the U.S. on the
Pink Sheets, claiming that no one had ever told him that. He could not
recall the last name of fellow-director Francoise Jacquel, remarking that
he had only met her once, nor did he know her telephone number. More
surprisingly, he could not provide a telephone number for Mr. Van
Herreweghe, the company's president. Evidently the corporate communication
structure is unidirectional; Mr. Van Herreweghe contacts Mr. Kirby but Mr.
Kirby claims that he cannot contact the president. A message left with Mr.
Kirby more than a week ago by a Stockwatch reporter requesting an interview
with Mr. Van Herreweghe has gone unanswered.
Mr. Kirby, who seems to function as more of a cut-out than a corporate
contact for Lignex, could not provide much information about the IBC deal,
either. "I don't know much about IBC at all," he admits. He was able to
offer some thoughts on how the proposed deal came together, however. "Well,
it came together through Van Herreweghe, I think," Mr. Kirby says. "He put
out the word that he had the shell and was looking for a deal and the IBC
people called him." Exactly which of the IBC people called Mr. Van
Herreweghe and how they obtained his telephone number remains a mystery.
Doug Wallace, chief executive officer of IBC, might be able to throw some
light on that mystery and other puzzles regarding the company. It is not
clear, for example, whether IBC has yet manufactured, distributed, or made
much headway in marketing the HIV-1 and 2 test kits called V-Scan. The
company does have a Web site that provides some scant information regarding
the kits but a link to an on-line order form does not work.
It is also unclear whether IBC has made any progress toward having V-Scan
cleared for sale in the United States. As recently as June 24, V-Scan was
included in an import alert issued by the U.S. Food and Drug Administration
(FDA), noting that the uncleared medical device was being offered for sale
on the company's Web site and declaring that it may not be legally marketed
in the U.S. According to the FDA, unapproved HIV test kits "could present a
serious hazard to the public health, including possible HIV transmission to
partners and delayed access to medical care due to misdiagnosed false
negative tests."
A more intriguing puzzle that Mr. Wallace might be able to help investors
sort out is the relationship between IBC and Medical Resorts International,
particularly since he was a director of Medical Resorts prior to heading up
IBC. According to a news release on Feb. 4, 1999, Medical Resorts acquired
60 per cent of the issued shares of IBC in exchange for two million Medical
Resorts' shares. On July 23, 1999, Medical Resorts announced that it
intended to declare a dividend to its shareholders in the form of a
distribution of three million shares of IBC on a pro rata basis. According
to that release, IBC was a wholly owned subsidiary of Medical Resorts.
However, a material change report filed on Nov. 5 indicates that Medical
Resorts acquired 86 per cent of IBC on Sept. 15 through the expenditure of
$315,000.
The dividend in specie scheme was contingent upon IBC becoming a reporting
issuer through the filing of a prospectus. According to the preliminary
prospectus filed on Dec. 30, 1999, IBC was incorporated in Alberta on Feb.
2, just two days before Medical Resorts issued the news release announcing
that it had acquired 60 per cent of the company in a share transaction.
Oddly, the preliminary prospectus claims that the company was formed as a
wholly owned subsidiary of Medical Resorts, raising questions about the
conflicting claims of having acquired either 60 per cent or 86 per cent of
IBC. Perhaps just as oddly, the same document indicates that Medical
Resorts holds only 7.5 million shares of the 8.7 million issued and
outstanding shares of what it claims is its wholly owned subsidiary,
raising even more questions.
The preliminary prospectus also reveals a rather cosy lease agreement
between IBC Anguilla, IBC's offshore subsidiary, and Hotel de Health
Anguilla, Medical Resorts' offshore subsidiary. Under the terms of that
agreement, IBC will lease its production facilities from Hotel de Health at
an annual cost of $100,000 (U.S.) until October, 2002, $120,000 (U.S.)
until 2005 and $180,000 (U.S.) thereafter. It is not clear whether space
has been cleared for those production facilities in Medical Resorts' only
clinic, operated by Hotel de Health in Anguilla, or if the emerging biotech
player will be housed in a separate building.
Mr. Wallace might be able to answer all of those questions. He might also
be able to answer questions regarding whether securities regulators have
found any deficiencies in the preliminary prospectus and whether the
company has taken steps to correct those deficiencies. Stockwatch has
learned from other sources that the document has several deficiencies that
have not been satisfactorily addressed and the preliminary prospectus has
been pretty much abandoned.
Unfortunately, Mr. Wallace is not inclined to respond to questions from a
Stockwatch reporter. IBC's chief executive officer is miffed that an E-mail
message he sent to Stockwatch, seeming to offer a caution regarding claims
made on Stockwatch's unedited Internet public forums by anonymous posters,
was posted to the discussion by Stockwatch editor John Woods. "I thought
that was pretty dirty," said Mr. Wallace. "So I really don't want to talk
to you people right now," he added before hanging up. Apparently his mood
has not changed over the course of several days; subsequent calls to Mr.
Wallace have not yet been returned.
While Mr. Wallace may be at least temporarily sensitive to questions and
public scrutiny, he is certainly not a stranger to it. Mr. Wallace was one
of seven respondents named by the Alberta Securities Commission (ASC) in
November, 1999, for his role in alleged securities violations involving
National Gaming Corporation. National Gaming proposed to bring a national
televised lottery to the Ukraine but ran afoul of regulators for
distributing shares while not registered under the Securities Act and not
filing a prospectus, among other things. Most of the respondents, including
Mr. Wallace, have reached settlement agreements with the ASC. Among those
who have not reached a settlement is Richard Cholach, a key figure in the
scheme and well known to the ASC.
Robert Talbot, president of Medical Resorts, might also be able to answer a
number of questions regarding IBC. Mr. Talbot, in addition to being the
president of Medical Resorts, is identified in the IBC preliminary
prospectus as having been involved in founding and organizing the company
as well as being its promoter. The busy Mr. Talbot, who shares office space
and a telephone number with Mr. Wallace, was not available for an interview
within a few minutes of Mr. Wallace registering his displeasure with
Stockwach to a reporter. A subsequent message requesting an interview with
Mr. Talbot has not yet brought a response.
Like his colleague Mr. Wallace, the Medical Resorts president and IBC
promoter is no stranger to regulatory scrutiny. In January of 1996, Mr.
Talbot, along with his wife Page Edgar, Paul Owens and the well-known Mr.
Cholach, reached a settlement agreement with the ASC with respect to
securities violations involving subscription agreements for Hotel de
Health. Under the terms of the settlement, Mr. Talbot and Mr. Cholach were
banned from serving as directors or officers of any issuer for a period of
nine months and from trading in any securities for the same period.
A few months later, Mr. Talbot had the notable distinction of drawing some
scrutiny in the Alberta Legislature in connection with a beds-for-cash
scheme involving Hotel de Health's privatization proposal for two Alberta
hospitals. In fact, during question period on March 18, 1996, Liberal
leader Grant Mitchell claimed that three cabinet ministers were looking
into the activities of Mr. Talbot and Hotel de Health. Mr. Mitchell also
mentioned that Mr. Talbot's mother-in-law, Viola Edgar, had written the
Minister of Justice, "drawing his attention to what she believed to be a
fraudulent house transaction involving Mr. Talbot."
Mr. Talbot, Ms. Edgar and Hotel de Health drew further extensive discussion
in the legislature in following days after Mr. Talbot's lawyer, Robert
Burgener, sent a rather ominous sounding letter to Mr. Mitchell. "Mr.
Talbot believes you may feel unaccountable for any statements that you make
in the Legislature," the letter stated. The letter included a caution that
Mr. Burgener would issue to many other people on behalf of his litigious
client: "Mr. Talbot requests that I make it absolutely clear that he will
pursue his legal remedies in the event that you make any misleading or
derogatory statements which may impugn his character or reputation."
Apparently Mr. Talbot puts great stock in his character and reputation.
In August of 1997, it became clear that Mr. Talbot and Ms. Edgar had drawn
scrutiny from another agency. Acting on instructions from Revenue Canada,
bailiffs seized the couple's household assets and two vehicles as part of
an attempt to collect unpaid taxes totalling $420,000. According to a
report in the Edmonton Journal on Aug. 23, 1997, Mr. Talbot was "too mad"
to talk to a reporter about the seizure. Given Mr. Talbot's concern for his
character and reputation, it is not surprising that he was also reportedly
"extremely upset that an ITV camera person was at the scene when the goods
were being loaded on the truck."
A relatively new form of scrutiny on an Internet discussion site drew Mr.
Talbot's ire in March of 1999. He took exception to claims made about him
and Medical Resorts by posters to a stock discussion site hosted by
StockHouse and launched a $6-million suit against the company and two
anonymous posters. Mr. Talbot was eventually successful in obtaining the
identities of those two posters and others, launching a further spate of
suits. The threat of legal action seems to have done little to quell the
persistent questions and criticisms of Medical Resorts and its president.
Indeed, some of the claims made by a resolved group of posters have become
even more pointed and may have played a part in the extended trading halt
against Medical Resorts.
There has been wide speculation that the halt, in effect since Oct. 21,
1999, was issued by the CDN at the request of the Ontario Securities
Commission (OSC) and that Medical Resorts is being investigated by the OSC.
An investigator with the OSC would not confirm that speculation, citing the
OSC policy of not commenting on investigations or even whether complaints
have been lodged against a reporting issuer. However, Stockwatch has
learned that a number of complaints have been made and that Medical Resorts
has, in fact, been under investigation.
Among the disclosure issues that regulators have been examining are insider
trading reports, or the lack thereof, for Medical Resorts. They have also
been reviewing the company's financial statements, attempting to reconcile
the quarterly reports with the audited financial statements, no small task.
Perhaps most significantly, the OSC has been examining some of the puzzling
share transactions and disclosures regarding share issuance. Regulators
believe that far more shares of the company have been issued than have been
reported in a timely fashion in accordance with disclosure requirements.
Some Medical Resorts shareholders who rely on the company's news releases
may be surprised to learn that the total may well be in the neighbourhood
of 100 million shares issued and outstanding; perhaps as surprised as they
were to learn of the Lignex proposal to acquire IBC.
There may be more surprises yet in store for shareholders of Medical
Resorts and Lignex as the IBC acquisition proposal and related matters
unfold. Meanwhile, the pace of trading in Lignex, the former purveyor of
kitty litter, has dropped off; the stock closed at 18 cents on June 29,
with 102,000 shares changing hands. Only 8,000 Lignex shares traded on the
Pink Sheets in the U.S. where it closed at 16 cents (U.S.) on June 28.
While Medical Resorts is halted in Canada, it continues to trade on the
Pink Sheets, closing at 1.5 cents on a volume of 3,419,000 shares on June
28.
excuse me ? Talbot was sanctioned and kicked off the Ontario exchange for a securities violation > THAT IS FACT!
U fail to realize Calypte FILES Q,K,8K,144 etc.. they disclose to shareholders the O/S, the revenues, the losses and or profits. The true structure and progress of the company is out in the open for ALL to see. TALBOT is a KNOWN securities violator that has in fact in the past issued shares and reported OS improperly amongst others. Has been kicked off the Canadian exchange, Has millions of shares in Medical Resorts still in investors hands in Ontario when it got halted and delisted he has to clear up, MSITF is a scam company , the test kits may very well be real, I am sure they are, but the company, the structure of the company, the shares are ALL A SCAM , they are in place for Talbot to sell, at any price, for added funds, to nieve trusting investors in greed mode, thinking they stumbled on the gamble of the century at .0001 - this stock would at least uptick to .0002 regularly over last year plus if it had even the smallest of interest or market potential. When you see 4-5 market makers on the ask at .0001, and NONE on the bid .0002, you know millions of shares are to be had at the .0001 price and for sure Shorts know R/S is in place and they can ride it back down to .0001 shortly after it happens.
FTXN wells can ALL pump over estimated volumes and they can drill, drill, drill some more , it will NOT have positive impact on the share price, clearly insiders have dumped MILLIONS of shares as fast as they could w/o regard to price, as well it is clear the market in general knows the CEO is a fraudster with an ACTIVE SEC investigation into his last public company Grifco, which he ran into the ground and spun off company assets for his personal wealth.
I also got in some more down low - got my average cost to just over $.04 - I will be a seller on any increase to the .05 level - must finally admit this stock has poor management , great sector, good patents and technology, just no one that knows how to promote the company and stock correctly.
IMPO of the FACTS > FTXN is run by a known SCAM ARTIST > CEO Jim Dial is being investigated by the SEC for his involvement in pump dump schemes while he was CEO of GFCI involving GFCI stock. IMO of the FACTS >
Per the SEC
The Commission's investigation is continuing.
http://www.sec.gov/news/press/2007/2007-130.htm
SEC Charges Two Texas Swindlers In Penny Stock Spam Scam Involving Computer Botnets
FOR IMMEDIATE RELEASE
2007-130
Washington, D.C., July 9, 2007 - The Securities and Exchange Commission has filed securities fraud charges against two Texas individuals in a high-tech scam that hijacked personal computers nationwide to disseminate millions of spam emails and cheat investors out of more than $4.6 million. The scheme involved the use of so-called computer "botnets" or "proxy bot networks," which are networks comprised of personal computers that, unbeknownst to their owners, are infected with malicious viruses that forward spam or viruses to other computers on the Internet. The scheme began to unravel, however, when a Commission enforcement attorney received one of the spam emails at work.
The Commission alleges that Darrel Uselton and his uncle, Jack Uselton, both recidivist securities law violators, illegally profited during a 20-month "scalping" scam by obtaining shares from at least 13 penny stock companies and selling those shares into an artificially active market they created through manipulative trading, spam email campaigns, direct mailers, and Internet-based promotional activities. Scalping refers to recommending that others purchase a security while secretly selling the same security in the market.
In related enforcement actions, the Attorney General's Office for Texas and the Harris County District Attorney's Office indicted the Useltons for engaging in organized criminal activity and money laundering. The Texas criminal authorities also have seized more than $4.2 million from bank accounts associated with the Useltons.
"This latest step in the Commission's anti-spam initiative is intended to protect investors from fraud artists who would treat the investing public as their personal ATM machines," said SEC Chairman Christopher Cox. "The use of bots to spread investment spam at exponentially higher rates is making this type of fraud an even more virulent threat to ordinary investors. Not only are victims getting hit with get-rich-quick spam, but by turning the victims' computers into zombies, these fraudsters are sending out still more spam to others. Given estimates that up to one-quarter of all personal computers connected to the Internet are part of a botnet, and the thriving market in selling lists of compromised computers to hackers and spammers, the SEC is taking this very seriously. We remain aggressively committed to tracking down anyone attempting to use bots to prey on investors with false or misleading spam about securities."
Linda Chatman Thomsen, SEC Director of Enforcement, said, "The scheme executed by the Useltons reflects a widespread contempt for investors and the marketplace. We will track down the swindlers engaged in these fraudulent schemes and hold them accountable."
The Commission's complaint, filed in U.S. District Court in Houston, alleges that the Useltons orchestrated a series of spam email campaigns using an array of computer botnets to anonymously flood the inboxes of American investors with millions of spam emails touting near-worthless penny stocks with baseless price projections and other unfounded claims. Each campaign, which featured a single company, lasted anywhere from several days to several weeks.
The Commission alleges that between May 2005 and December 2006, the Useltons obtained more than $4.6 million through their fraudulent scheme. According to the complaint, the Useltons and the companies they controlled typically received unrestricted shares from penny stock companies for little or no money, in return for purported financing or promotional activities.
The Commission's complaint alleges that the Useltons violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission seeks permanent injunctions, disgorgement with prejudgment interest, and civil penalties against each of the individual defendants, as well as penny stock bars against the Useltons.
Darrel Uselton was disciplined by the National Association of Securities Dealers (NASD) in 2004 and 2005. Jack Uselton was permanently enjoined by the Commission from violating the anti-fraud provision in a 2002 settled action.
The company stocks that were the subject of the Useltons’ spam campaign, according to the SEC’s complaint, included Oretech, Inc.; Intelligent Sports, Inc.; Advanced Powerline Technologies; Notch Novelty Corporation; Avondale Resources Corporation; Spooz, Inc.; ESPRE Solutions, Inc.; Grifco International, Inc.; Leatt Corporation; Adrenaline Nation Entertainment, Inc.; Equipment and Systems Engineering, Inc.; Gulf Petroleum Exchange, Inc. (currently Software Effective Solutions Corp.); and Wentworth Energy, Inc.
The SEC in March 2007 suspended trading in the securities of three of the companies (Advanced Powerline Technologies, Leatt Corporation, and Software Effective Solutions Corp.) as part of its anti-spam initiative. The SEC revoked the registration of the securities of Oretech, Inc. in December 2005.
The Commission acknowledges the assistance of the Attorney General's offices for New York and Texas, The Harris County (Houston, Texas) District Attorney's Office, the Federal Bureau of Investigation, the Texas State Securities Board, the State of Oklahoma Department of Securities, the National Association of Securities Dealers and the National Cyber-Forensics and Training Alliance.
The Commission's investigation is continuing.
I cant believe I missed the trade - I had 3 sells in and the stock traded .047 > my lowest was at .0475 > has not gotten close since that day. I have sinced cancelled and have all shares at .045 > hoping and praying it bounces one more time for me. I want out of these Jim Dial BS companies - this comapny is STILL wrapped up in JD BS - The warning on the failed partial distribution killed it for me, this company has long way to go to escape the JD stank - one lawyer bill can fold this small company. They still have connections and BS to overcome > JD stink still Lingers on the stock IMPO
True that - hope it POURS hard and long on GA and N Florida and VERY soon.
One well every 52 days? 200 wells x 52 days per well = 10400 days / 365 = 28.49 YEARS > YEARS! Well lets get 2 rigs! 14 years!
PLEASE STOP MAKING ASSUMPTIONS ON FTXN MARKET CAP 20+ YEARS FROM NOW > PLEASE LIVE IN THE NOW > THE FTXN INVESTORS R BLOODIED BADLY AND NEED HONEST INFO NOW NOT FUNNY MATH > 28 YEARS FROM NOW FTXN WONT EVEN BE A BLIP ON A BLIP > >>>> 28 YEARS THE MARKET CAP WILL BE "X" LOL > STOP THE FUNNY MATH BBB > IT IS REALLY OBVIOUS U R PAID TO POST THIS DRIBBLE > NO ONE IN RIGHT MIND CAN MAKE POST LIKE THAT UNLESS IT IS SCRIPTED
AND IMPO JIM DIAL MAY BE UP FOR PAROLE > IMPO OF COURSE :)
wow a whole 2500.00 worth short wow - LOL